Common use of Conduct of Arbitration Clause in Contracts

Conduct of Arbitration. (i) Any arbitration hearing shall be held in Oklahoma City, Oklahoma. The Arbitrator shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator shall fail to hold the hearing to determine the issue in dispute within sixty (60) days after the selection of the Arbitrator, then any Disputing Party shall have the right to require a new Arbitrator be selected under this Section 13.15. (ii) Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power (A) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member 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); (B) to grant injunctive relief and enforce specific performance; and (C) to issue or cause to be issued subpoenas (including subpoenas directed to third-parties) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to the court by a party or the Arbitrator, enforced, in the manner provided by law for the service and enforcement of subpoenas in a civil action; and (D) to administer oaths. (iii) In advance of the arbitration hearing, the Disputing Parties may conduct discovery in accordance with the Delaware rules. Such discovery may include, but is not limited to, (A) the taking of oral and videotaped depositions and depositions on written questions; (B) serving interrogatories, document requests and requests for admission; and (C) any other form and/or method of discovery provided for under the Delaware rules. The Arbitrator shall order the parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties are unable to resolve any such disputes, the Disputing Parties may present their objections to the Arbitrator who shall resolve the objections in accordance with the Delaware rules. The Arbitrator may, if requested by a party, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (iv) The Disputing Parties may also retain, with the consent of the Arbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (v) The Arbitrator shall render its decision in writing within fifteen (15) days of the conclusion of the hearing. The Arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties hereto and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunder, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY OR ANY DISPUTING PARTIES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY. (vi) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Parties.

Conduct of Arbitration. (iA) Any arbitration hearing shall be held in Oklahoma CityNew York, OklahomaNew York. The Arbitrator Panel shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator Panel shall fail to hold conclude the hearing to determine the issue in dispute within sixty six (606) days months after the selection of the ArbitratorArbitrator Panel, then any Disputing Party either disputing party shall have the right to require a new Arbitrator Panel to be selected under pursuant to this Section 13.15Exhibit B unless such party’s action shall have substantially contributed to the delay. (iiB) Except as expressly provided to the contrary in this Agreement, the Arbitrator Panel shall have the reasonable and necessary power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member party will provide such materials, information, testimony and evidence reasonably requested by the ArbitratorArbitrator Panel, except to the extent any information so requested is, is subject to an attorney-client or other statutory or legally-recognized privilege); , (Bii) to grant injunctive relief and enforce specific performance; and , (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-third parties) for the attendance of witnesses and for the production of books, records, documents and other evidence, and (iv) to administer oaths. Subpoenas so issued shall be served, and upon application to the court by a party or the ArbitratorArbitrator Panel, enforced, in the manner provided by law Applicable Law for the service and enforcement of subpoenas in a civil action; and (D) to administer oaths. (iiiC) In advance of the arbitration hearing, the Disputing Parties disputing parties may conduct discovery in accordance with the Delaware rulesFederal Rules of Civil Procedure. Such discovery may include, but is not limited to, : (Ai) the taking of oral and videotaped depositions and depositions on written questions; (Bii) serving interrogatories, document requests and requests for admission; and (Ciii) any other form and/or method of discovery provided for PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. under the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator shall order the disputing parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties disputing parties are unable to resolve any such disputes, the Disputing Parties disputing parties may present their objections to the Arbitrator Panel who shall resolve the objections in accordance with the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator Panel may, if requested by a party, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. All discovery shall be completed at least fifteen (15) Business Days prior to the hearing commencement date. (ivD) The Disputing Parties disputing parties may also retain, with the consent of the ArbitratorArbitrator Panel, one or more experts to assist the Arbitrator Panel in resolving the Dispute. The Disputing Parties disputing parties may also retain one or more experts for their own account and at their sole respective cost. The disputing parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing at least sixty (60) days prior to the commencement of the hearing. Rebuttal experts shall be named at least forty-five (45) days prior to the commencement of the hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (vE) At least forty-five (45) days prior to the commencement of the hearing, the parties shall exchange witness lists containing the names, addresses and phone numbers of the witnesses the party expects to call. Except for good cause, only those individuals who appear on a witness list may be called as a witness. (F) The disputing parties shall exchange copies of exhibits and designated deposition testimony at least seven (7) Business Days prior to the commencement of the hearing. (G) The Arbitrator Panel shall render its a written decision in writing within fifteen (15) days Business Days of the conclusion of the hearing. The Arbitrator Panel shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before itmatter in dispute, but it the Arbitrator Panel shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The ArbitratorArbitrator Panel’s decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties disputing parties hereto pursuant to the United States Arbitration Act and its the Arbitrator Panel’s written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunder, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. THE ARBITRATOR PANEL AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR PANEL SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES TO EITHER DISPUTING PARTY EXCEPT TO THE COMPANY OR ANY EXTENT SUCH DAMAGES CONSTITUTE REIMBURSEMENT OF AMOUNTS DUE BY ONE DISPUTING PARTIES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED PARTY TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTYAS A RESULT OF THE FORMER’S INDEMNIFICATION OBLIGATIONS UNDER THE PROVISIONS OF THIS AGREEMENT. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (viH) The responsibility for paying the costs and expenses of the arbitration, including compensation to the ArbitratorArbitrator Panel, shall be allocated among the Disputing Parties disputing parties in a manner determined by the Arbitrator Panel to be fair and reasonable under the circumstances. Each Disputing Party disputing party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator Panel determines that compelling reasons exist for allocating all or a portion of such costs and expenses otherwise. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Prior to one Start-up of the Phase I Project, the Members shall develop a minimally burdensome process designed to provide access to the following reports and data to each Member on a timely basis in accordance with the terms of Section 12.17(iv) of this Agreement. 1. Monthly Operational Reporting, including: a. Detailed operating report on usage of all manufacturing supplies, power and fuel b. Detailed operating report on feedstock chips delivered to process, moisture and analysis. c. Ethanol and byproduct production report with analysis d. Maintenance reports e. Monthly capital spending reports for debottlenecking, process modifications and elimination of chronic production issues. 2. Monthly download and/or remote access to data historian and laboratory management system, including: a. Yeast propagation batch reports b. [***] c. [***] d. Monthly download of process data historian in accessible electronic format, from the central control system, covering the Mascoma Process (as defined in the Technology License Agreement) e. Lab data pertaining to areas covering the Mascoma Process (as defined in the Technology License Agreement) 3. Monthly business unit review reporting, including: a. Reports on ethanol and byproduct sales and volumes 4. Other reports or more information that from time to time may be reasonably requested by the Members (including copies of underlying agreements with vendors, suppliers and other Disputing Partiesthird parties).

Conduct of Arbitration. (i) Any arbitration hearing shall be held in Oklahoma CityHouston, OklahomaTexas. The Arbitrator shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator shall fail to hold the hearing to determine the issue in dispute within sixty (60) days after the selection of the Arbitrator, then any Disputing Party Member shall have the right to require a new Arbitrator be selected under this Section 13.15Section. (ii) Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member member 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); (Bii) to grant injunctive relief and enforce specific performance; and (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-parties) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to the court Court by a party or the Arbitrator, enforced, in the manner provided by law for the service and enforcement of subpoenas in a civil action; and (Div) to administer oaths. (iii) In advance of the arbitration hearing, the Disputing Parties Members may conduct discovery in accordance with the Delaware rulesTexas Rules of Civil Procedure. Such discovery may include, but is not limited to, (A1) the taking of oral and videotaped depositions and depositions on written questions; (B2) serving interrogatories, document requests and requests for admission; and (C3) any other form and/or method of discovery provided for under the Delaware rulesTexas Rules of Civil Procedure. The Arbitrator shall order the parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s 's control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties Members shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties Members are unable to resolve any such disputes, the Disputing Parties Members may present their objections to the Arbitrator who shall resolve the objections in accordance with the Delaware rulesTexas Rules of Civil Procedure. The Arbitrator may, if requested by a party, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (iv) The Disputing Parties Members may also retain, with the consent of the Arbitratorarbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties Members shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (v) The Arbitrator shall render its decision in writing within fifteen (15) days of the conclusion of the hearing. The Arbitrator arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s 's decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties Members hereto and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunder, performance by Disputing Parties Members shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party Member shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing PartiesMembers. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY 85 90 OR ANY DISPUTING PARTIES; MEMBERS. PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY. (vi) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties Members in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party Member shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing PartiesMembers.

Conduct of Arbitration. (iA) Any arbitration hearing shall be held in Oklahoma CityNew York, OklahomaNew York. The Arbitrator Panel shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator Panel shall fail to hold conclude the hearing to determine the issue in dispute within sixty six (606) days months after the selection of the ArbitratorArbitrator Panel, then any Disputing Party either disputing party shall have the right to require a new Arbitrator Panel to be selected under pursuant to this Section 13.15Exhibit B unless such party’s action shall have substantially contributed to the delay. (iiB) Except as expressly provided to the contrary in this Agreement, the Arbitrator Panel shall have the reasonable and necessary power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member party will provide such materials, information, testimony and evidence reasonably requested by the ArbitratorArbitrator Panel, except to the extent any information so requested is, is subject to an attorney-client or other statutory or legally-recognized privilege); , (Bii) to grant injunctive relief and enforce specific performance; and , (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-third parties) for the attendance of witnesses and for the production of books, records, documents and other evidence, and (iv) to administer oaths. Subpoenas so issued shall be served, and upon application to the court by a party or the ArbitratorArbitrator Panel, enforced, in the manner provided by law Applicable Law for the service and enforcement of subpoenas in a civil action; and (D) to administer oaths. (iiiC) In advance of the arbitration hearing, the Disputing Parties disputing parties may conduct discovery in accordance with the Delaware rulesFederal Rules of Civil Procedure. Such discovery may include, but is not limited to, : (Ai) the taking of oral and videotaped depositions and depositions on written questions; (Bii) serving interrogatories, document requests and requests for admission; and (Ciii) any other form and/or method of discovery provided for PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. under the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator shall order the disputing parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties disputing parties are unable to resolve any such disputes, the Disputing Parties disputing parties may present their objections to the Arbitrator Panel who shall resolve the objections in accordance with the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator Panel may, if requested by a party, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. All discovery shall be completed at least [***] prior to the hearing commencement date. (ivD) The Disputing Parties disputing parties may also retain, with the consent of the ArbitratorArbitrator Panel, one or more experts to assist the Arbitrator Panel in resolving the Dispute. The Disputing Parties disputing parties may also retain one or more experts for their own account and at their sole respective cost. The disputing parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing at least [***] prior to the commencement of the hearing. Rebuttal experts shall be named at least [***] prior to the commencement of the hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (vE) At least [***] days prior to the commencement of the hearing, the parties shall exchange witness lists containing the names, addresses and phone numbers of the witnesses the party expects to call. Except for good cause, only those individuals who appear on a witness list may be called as a witness. (F) The disputing parties shall exchange copies of exhibits and designated deposition testimony at least seven (7) Business Days prior to the commencement of the hearing. (G) The Arbitrator Panel shall render its a written decision in writing within fifteen (15) days [***] of the conclusion of the hearing. The Arbitrator Panel shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before itmatter in dispute, but it the Arbitrator Panel shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The ArbitratorArbitrator Panel’s decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties disputing parties hereto pursuant to the United States Arbitration Act and its the Arbitrator Panel’s written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunder, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. THE ARBITRATOR PANEL AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR PANEL SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES TO EITHER DISPUTING PARTY EXCEPT TO THE COMPANY OR ANY EXTENT SUCH DAMAGES CONSTITUTE REIMBURSEMENT OF AMOUNTS DUE BY ONE DISPUTING PARTIES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED PARTY TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTYAS A RESULT OF THE FORMER’S INDEMNIFICATION OBLIGATIONS UNDER THE PROVISIONS OF THIS AGREEMENT. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (viH) The responsibility for paying the costs and expenses of the arbitration, including compensation to the ArbitratorArbitrator Panel, shall be allocated among the Disputing Parties disputing parties in a manner determined by the Arbitrator Panel to be fair and reasonable under the circumstances. Each Disputing Party disputing party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator Panel determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Partiesotherwise.

Conduct of Arbitration. (ia) Any arbitration hearing shall be held in Oklahoma CityChicago, OklahomaIllinois. The Arbitrator shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator shall fail to hold the hearing to determine the issue in dispute within sixty (60) days after the selection of the Arbitrator, then any Disputing Party shall have the right to require a new Arbitrator be selected under this Section 13.15. (iib) Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member Party will provide such materials, information, testimony and evidence requested by the Arbitrator, except to the extent any information so requested is, is subject to an attorney-client or other privilege); (Bii) to grant injunctive relief and enforce specific performance; and (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-partiesThird Parties) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to the a court having jurisdiction by a party Party or the Arbitrator, enforced, in the manner provided by law for the service and enforcement of subpoenas in a civil action; and (Div) to administer oaths. (iiic) In advance of the arbitration hearing, the Disputing Parties may conduct discovery in accordance with the Delaware Illinois rules. Such discovery may include, but is not limited to, (Ai) the taking of oral and videotaped depositions and depositions on written questions; (Bii) serving interrogatories, document requests and requests for admission; and (Ciii) any other form and/or method of discovery provided for under the Delaware Illinois rules. The Arbitrator shall order the parties Parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a partyParty, to produce other relevant documents, to answer up to ten (10) 10 interrogatories (including subparts), to respond to up to ten (10) 10 requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party Party has listed and up to four other persons within such partyParty’s control. Any additional discovery shall only occur by agreement of the parties Parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) 15 days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties are unable to resolve any such disputes, the Disputing Parties may present their objections to the Arbitrator who shall resolve the objections in accordance with the Delaware Illinois rules. The Arbitrator may, if requested by a partyParty, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (ivd) The Disputing Parties may also retain, with the consent of the Arbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (v) The Arbitrator shall render its decision in writing within fifteen (15) days of the conclusion of the hearing. The Arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties hereto and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunder, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY OR ANY DISPUTING PARTIES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY. (vi) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Parties.

Conduct of Arbitration. (i) Any arbitration hearing shall be held in Oklahoma CityHouston, OklahomaTexas. The Arbitrator shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator shall fail to hold the hearing to determine the issue in dispute within sixty (60) days after the selection of the Arbitrator, then any Disputing Party Member shall have the right to require a new Arbitrator be selected under this Section 13.15Section. (ii) Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member member 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); (Bii) to grant injunctive relief and enforce specific performance; and (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-parties) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to the court Court by a party or the Arbitrator, enforced, in the manner provided by law for the service and enforcement of subpoenas in a civil action; and (Div) to administer oaths. (iii) In advance of the arbitration hearing, the Disputing Parties Members may conduct discovery in accordance with the Delaware rulesTexas Rules of Civil Procedure. Such discovery may include, but is not limited to, (A1) the taking of oral and videotaped depositions and depositions on written questions; (B2) serving interrogatories, document requests and requests for admission; and (C3) any other form and/or method of discovery provided for under the Delaware rulesTexas Rules of Civil Procedure. The Arbitrator shall order the parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s 's control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties Members shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties Members are unable to resolve any such disputes, the Disputing Parties Members may present their objections to the Arbitrator who shall resolve the objections in accordance with the Delaware rulesTexas Rules of Civil Procedure. The Arbitrator may, if requested by a party, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (iv) The Disputing Parties Members may also retain, with the consent of the Arbitratorarbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties Members shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (v) The Arbitrator shall render its decision in writing within fifteen (15) days of the conclusion of the hearing. The Arbitrator arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s 's decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties Members hereto and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunder, performance by Disputing Parties Members shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party Member shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing PartiesMembers. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY OR ANY DISPUTING PARTIES; MEMBERS. PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY. (vi) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties Members in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party Member shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing PartiesMembers.

Conduct of Arbitration. (iA) Any arbitration hearing shall be held in Oklahoma CityNew York, OklahomaNew York. The Arbitrator Panel shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator Panel shall fail to hold conclude the hearing to determine the issue in dispute within sixty (60) days six months after the selection of the ArbitratorArbitrator Panel, then any Disputing either Party shall have the right to require a new Arbitrator Panel to be selected under pursuant to this Section 13.15Exhibit 12.1 unless such Party’s action shall have substantially contributed to the delay. (iiB) Except as expressly provided to the contrary in this Agreement, the Arbitrator Panel shall have the reasonable and necessary power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member Party will provide such materials, information, testimony and evidence reasonably requested by the ArbitratorArbitrator Panel, except to the extent any information so requested is, is subject to an attorney-client or other statutory or legally-recognized privilege); , (Bii) to grant injunctive relief and enforce specific performance; and , (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-third parties) for the attendance of witnesses and for the production of books, records, documents and other evidence, and (iv) to administer oaths. Subpoenas so issued shall be served, and upon application to the court by a party or the ArbitratorArbitrator Panel, enforced, in the manner provided by law Applicable Law for the service and enforcement of subpoenas in a civil action; and (D) to administer oaths. (iiiC) In advance of the arbitration hearing, the Disputing Parties may conduct discovery in accordance with the Delaware rulesFederal Rules of Civil Procedure. Such discovery may include, but is not limited to, : (Ai) the taking of oral and videotaped depositions and depositions on written questions; (Bii) serving interrogatories, document requests and requests for admission; and (Ciii) any other form and/or method of discovery provided for under the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator shall order the parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties are unable to resolve any such disputes, the Disputing Parties may present their objections to the Arbitrator Panel who shall resolve the objections in accordance with the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator Panel may, if requested by a partyParty, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (iv) The Disputing Parties may also retain, with the consent of the Arbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified All discovery shall be made available for deposition in advance of any arbitration hearing. (v) The Arbitrator shall render its decision in writing within fifteen (15) days of the conclusion of the hearing. The Arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s decision shall govern and shall be final, nonappealable (except completed at least [***] prior to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties hereto and its written decision may be entered in any court having appropriate jurisdictionhearing commencement date. Pending resolution of any dispute hereunder, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD SECRETARY OF THE ARBITRATOR SHALL NOT HAVE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY OR ANY DISPUTING PARTIESSECURITIES ACT; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY[***] DENOTES OMISSIONS. (vi) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Parties.

Conduct of Arbitration. (iA) Any arbitration hearing shall be held in Oklahoma CityNew York, OklahomaNew York. The Arbitrator Panel shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator Panel shall fail to hold conclude the hearing to determine the issue in dispute within sixty (60) days six months after the selection of the ArbitratorArbitrator Panel, then any Disputing either Party shall have the right to require a new Arbitrator Panel to be selected under pursuant to this Section 13.15Exhibit 12.1 unless such Party’s action shall have substantially contributed to the delay. (iiB) Except as expressly provided to the contrary in this Agreement, the Arbitrator Panel shall have the reasonable and necessary power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member Party will provide such materials, information, testimony and evidence reasonably requested by the ArbitratorArbitrator Panel, except to the extent any information so requested is, is subject to an attorney-client or other statutory or legally-recognized privilege); , (Bii) to grant injunctive relief and enforce specific performance; and , (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-third parties) for the attendance of witnesses and for the production of books, records, documents and other evidence, and (iv) to administer oaths. Subpoenas so issued shall be served, and upon application to the court by a party or the ArbitratorArbitrator Panel, enforced, in the manner provided by law Applicable Law for the service and enforcement of subpoenas in a civil action; and (D) to administer oaths. (iiiC) In advance of the arbitration hearing, the Disputing Parties may conduct discovery in accordance with the Delaware rulesFederal Rules of Civil Procedure. Such discovery may include, but is not limited to, : (Ai) the taking of oral and videotaped depositions and depositions on written questions; (Bii) serving interrogatories, document requests and requests for admission; and (Ciii) any other form and/or method of discovery provided for under the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator shall order the parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties are unable to resolve any such disputes, the Disputing Parties may present their objections to the Arbitrator Panel who shall resolve the objections in accordance with the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator Panel may, if requested by a partyParty, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (iv) The Disputing Parties may also retain, with the consent of the Arbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified All discovery shall be made available for deposition in advance of any arbitration hearing. (v) The Arbitrator shall render its decision in writing within completed at least fifteen (15) business days of the conclusion of the hearing. The Arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s decision shall govern and shall be final, nonappealable (except prior to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties hereto and its written decision may be entered in any court having appropriate jurisdictionhearing commencement date. Pending resolution of any dispute hereunder, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD SECRETARY OF THE ARBITRATOR SHALL NOT HAVE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY OR ANY DISPUTING PARTIESSECURITIES ACT; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY[***] DENOTES OMISSIONS. (vi) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Parties.

Conduct of Arbitration. (i) Any arbitration hearing shall be held in Oklahoma CityHouston, OklahomaTexas. The arbitration shall remain confidential between the parties unless required to be disclosed to enforce the award in any federal or state court. The Arbitrator or the Panel, as applicable, shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that (A) if the estimated amount in controversy is less than one million dollars ($1,000,000) and the Arbitrator shall fail to hold the hearing to determine the issue in dispute within sixty (60) days after the selection of the Arbitrator, then any Disputing Party shall have the right to require a new Arbitrator be selected under this Section 13.1513.18 and (B) if the estimated amount in controversy is one million dollars ($1,000,000) or more and the Arbitrator or the Panel, as applicable, shall fail to hold the hearing to determine the issue in dispute within nine (9) months after the selection of the Arbitrator or the Panel, as applicable, then any Disputing Party shall have the right to require a new Arbitrator or Panel, as applicable, be selected under this Section 13.18. (ii) Except as expressly provided to the contrary in this Agreement, the Arbitrator or the Panel, as applicable, shall have the power (A) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member will provide such materials, information, testimony and evidence requested by the ArbitratorArbitrator or the Panel, as applicable, except to the extent any information so requested is, is subject to an attorney-attorney- client or other privilege); (B) to grant injunctive relief and enforce specific performance; and (C) to issue or cause to be issued subpoenas (including subpoenas directed to third-parties) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to the court Court by a party or the ArbitratorArbitrator or the Panel, as applicable, enforced, in the manner provided by law for the service and enforcement of subpoenas in a civil action; and (D) to administer oaths. (iii) In advance of the arbitration hearing, the Disputing Parties may conduct discovery in accordance with the Delaware Texas rules. Such discovery may include, but is not limited to, (A) the taking of oral and videotaped depositions and depositions on written questions; (B) serving interrogatories, document requests and requests for admission; and (C) any other form and/or method of discovery provided for under the Delaware rules. The Arbitrator shall order the parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party has listed and up to four other persons within such party’s control. Any additional discovery shall only occur by agreement of the parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties are unable to resolve any such disputes, the Disputing Parties may present their objections to the Arbitrator who shall resolve the objections in accordance with the Delaware rules. The Arbitrator may, if requested by a party, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (iv) The Disputing Parties may also retain, with the consent of the Arbitrator, one or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (v) The Arbitrator shall render its decision in writing within fifteen (15) days of the conclusion of the hearing. The Arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties hereto and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunder, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute and service of notice of arbitration by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY OR ANY DISPUTING PARTIES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY. (vi) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Parties.;

Conduct of Arbitration. (ia) Any arbitration hearing shall be held in Oklahoma City, Oklahoma. The Arbitrator shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator shall fail to hold the hearing to determine the issue in dispute within sixty (60) days after the selection of the Arbitrator, then any Disputing Party shall have the right to require a new Arbitrator to be selected under this Section 13.1510. (iib) Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member member 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); (Bii) to grant injunctive relief and enforce specific performance; and (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-partiesthird Persons) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to the court by a party Disputing Party or the Arbitrator, enforced, in the manner provided by law Law for the service and enforcement of subpoenas in a civil action; and (Div) to administer oaths. (iiic) In advance of the arbitration hearing, the Disputing Parties may conduct discovery in accordance with the Delaware Texas rules. Such discovery may include, but is not limited to, (Ai) the taking of oral and videotaped depositions and depositions on written questions; (Bii) serving interrogatories, document requests and requests for admission; and (Ciii) any other form and/or method of discovery provided for under the Delaware Texas rules. The Arbitrator shall order the parties Disputing Parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a partyDisputing Party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) ), and to produce for deposition and, if requested, at the hearing all witnesses that such party Disputing Party has listed and up to four ten (10) other persons Persons within such partyDisputing Party’s control. Any additional discovery shall only occur by agreement of the parties Disputing Parties or as ordered by the Arbitrator upon a finding of good cause. Any objections and/or responses to such discovery shall be due on or before fifteen (15) days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties are unable to resolve any such disputes, the Disputing Parties may present their objections to the Arbitrator Arbitrator, who shall resolve the objections in accordance with the Delaware Texas rules. The Arbitrator may, if requested by a partyDisputing Party, order that a trade secret or other confidential research, development development, or commercial information not be revealed or be revealed only in a designated way. (ivd) The Disputing Parties may also retain, with the consent of the Arbitratorarbitrator, one (1) or more experts to assist the Arbitrator in resolving the Dispute. The Disputing Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (ve) The Arbitrator shall render its decision in writing within fifteen (15) days of the conclusion of the hearing. The Arbitrator shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute Dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal United States Arbitration Act) ), and binding on the Disputing Parties hereto hereto, and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute Dispute hereunder, performance by the Disputing Parties shall continue so as to maintain the status quo prior to notice delivery of the Arbitration Notice for such dispute Dispute, and service of notice of arbitration an Arbitration Notice by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action brought by the Disputing Parties. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES TO A DISPUTING PARTY IN A MANNER INCONSISTENT WITH THE COMPANY OR ANY DISPUTING PARTIES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTYTERMS OF SECTION 23. (vif) The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrator, shall be allocated among the Disputing Parties in a manner determined by the Arbitrator to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Parties.

Conduct of Arbitration. (ia) Any arbitration hearing shall be held in Oklahoma CityWashington, Oklahoma. D.C. The Arbitrator Arbitrators shall fix a reasonable time and place for the hearing and shall determine the matters submitted to it them pursuant to the provisions of this Agreement in a timely manner; provided, however, that if the Arbitrator shall fail to hold the hearing to determine the issue in dispute within sixty (60) days after the selection of the Arbitrator, then any Disputing Party shall have the right to require a new Arbitrator be selected under this Section 13.15. (iib) Except as expressly provided to the contrary in this Agreement, the Arbitrator Arbitrators shall have the power (Ai) to gather such materials, information, testimony and evidence as it deems relevant to the dispute Dispute before it (and each Member Party will provide such materials, information, testimony and evidence requested by the ArbitratorArbitrators, except to the extent any information so requested is, is subject to an attorney-client or other privilege); (Bii) to grant injunctive relief and enforce specific performance; and (Ciii) to issue or cause to be issued subpoenas (including subpoenas directed to third-partiesThird Parties) for the attendance of witnesses and for the production of books, records, documents and other evidence. Subpoenas so issued shall be served, and upon application to the a court having jurisdiction by a party Party or the ArbitratorArbitrators, enforced, in the manner provided by law Law for the service and enforcement of subpoenas in a civil action; and (Div) to administer oaths. (iiic) In advance of the arbitration hearing, the Disputing Parties may conduct discovery in accordance with the Delaware rulesFederal Rules of Civil Procedure as such rules may be modified herein or as otherwise agreed by the Parties. Such discovery may include, but is not limited to, include (Ai) the taking of oral and videotaped depositions and depositions on written questions; (Bii) serving interrogatories, document requests and requests for admission; and (Ciii) any other form and/or method of discovery provided for under the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator Arbitrators shall order the parties Parties to promptly exchange copies of all exhibits and witness lists, and, if requested by a partyParty, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts)interrogatories, to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing all witnesses that such party Party has listed and up to four other persons Persons within such partyParty’s control. Any additional discovery shall only occur by agreement of the parties Parties or as ordered by the Arbitrator upon a finding of good causeArbitrator. Any objections and/or responses to such discovery shall be due on or before fifteen (15) 15 days after service. The Disputing Parties shall attempt in good faith to resolve any discovery disputes that may arise. If the Disputing Parties are unable to resolve any such disputes, the Disputing Parties may present their objections to the Arbitrator Arbitrators who shall resolve the objections in accordance with the Delaware rulesFederal Rules of Civil Procedure. The Arbitrator Arbitrators may, if requested by a partyParty, order that a trade secret or other confidential research, development or commercial information not be revealed or be revealed only in a designated way. (ivd) The Disputing Parties may also retain, with the consent of the Arbitrator, retain one or more experts to assist the Arbitrator Arbitrators in resolving the Dispute. The Disputing Parties shall identify and produce a report from any experts who will give testimony and/or evidence at the arbitration hearing. Any testifying experts identified shall be made available for deposition in advance of any arbitration hearing. (ve) The Arbitrator Arbitrators shall render its their reasoned decision in writing within fifteen (15) 15 days of the conclusion of the hearing. The Arbitrator Arbitrators shall have jurisdiction and authority to interpret and apply the provisions of this Agreement only insofar as shall be necessary in the determination of the dispute Dispute before it, but it shall not have jurisdiction or authority to add to or alter in any way the provisions of this Agreement. The Arbitrator’s Arbitrators’ decision shall govern and shall be final, nonappealable (except to the extent provided in the Federal Arbitration Act) and binding on the Disputing Parties hereto and its written decision may be entered in any court having appropriate jurisdiction. Pending resolution of any dispute hereunderDispute, performance by Disputing Parties shall continue so as to maintain the status quo prior to notice of such dispute Dispute and service of notice of arbitration an Arbitration Notice by any Disputing Party shall not divest a court of competent jurisdiction of the right and power to grant a decree compelling specific performance or injunctive relief in an action Action brought by the Disputing Parties. THE ARBITRATOR AND ANY COURT ENFORCING THE AWARD OF THE ARBITRATOR SHALL NOT HAVE THE RIGHT OR AUTHORITY TO AWARD CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES TO THE COMPANY OR ANY DISPUTING PARTIES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ALL COSTS, EXPENSES OR DAMAGES INCLUDING INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE AND OTHER DAMAGES PAID OR OWED TO ANY THIRD PARTY FOR WHICH A PARTY HAS A RIGHT TO RECOVER FROM THE OTHER PARTY. (vif) The responsibility for paying the costs and expenses of the arbitration, including compensation to the ArbitratorArbitrators, shall be allocated among the Disputing Parties in a manner determined by the Arbitrator Arbitrators to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrator determines Arbitrators determine that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing PartiesParty.