Common use of Dispute Resolution and Arbitration Clause in Contracts

Dispute Resolution and Arbitration. (a) The Parties will attempt in good faith to promptly resolve any Claim (as defined below). In the event of a Claim, the disputing Party shall give the other Party written notice of the Claim and if the Parties fail to resolve the Claim at the operational level within thirty (30) days of the receipt of such notice, each Party shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than forty five (45) days after the notice of the Claim was received to attempt to resolve such Claim or disagreement. Should a resolution of such Claim or disagreement not be obtained within fifteen (15) days after the meeting of senior officers for such purpose (or in the event that a Party seeks to avoid the obligation to negotiate or in the event that a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice to the other, seek to resolve the Claim in accordance with the provisions of this Section 19. (b) The Parties hereby agree to resolve by binding arbitration any and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating to this Agreement, the alleged breach thereof, or in any way relating to the subject matter of this Agreement (each of which is referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (the Supplementary Procedures for Large, Complex Disputes, if applicable) of the American Arbitration Association (the "AAA") in effect at the time of the Claims, as modified by the procedures set forth in EXHIBIT A hereto. The Parties hereby acknowledge and agree that this Agreement and the obligations to be performed hereunder constitute interstate commerce.

Dispute Resolution and Arbitration. A. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any and all claims, disputes or controversies arising under, out of, or in connection with the Agreement, including any dispute relating to patent validity or infringement, which the parties shall be unable to resolve within sixty (a60) The Parties will attempt days shall be mediated in good faith to faith. The party raising such dispute shall promptly resolve any Claim (as defined below). In the event of a Claim, the disputing Party shall give advise the other Party written of such claim, dispute or controversy in writing, describing the dispute in reasonable detail. By no later than five (5) business says after the recipient has received such notice of dispute, each party shall have selected a representative who shall have the Claim authority to bind such party and if shall have advised the Parties fail to resolve the Claim at the operational level within thirty (30) days other party in writing of the receipt name and title of such notice, each Party shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than forty five (45) days after the notice of the Claim was received to attempt to resolve such Claim or disagreement. Should a resolution of such Claim or disagreement not be obtained within representative. B. Within fifteen (15) days after of receipt of a request for mediation as described above, the meeting parties agree to commence mediation in the City of senior officers for such purpose Boston, Commonwealth of Massachusetts in accordance with the policies and procedures of Endispute, Inc. ("Endispute"), or in the event that a Party seeks to avoid the obligation to negotiate or Endispute is no longer in the event that a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process)operation, either Party may then, by notice to the other, seek to resolve the Claim in accordance with the provisions of this Section 19. (b) The Parties hereby agree to resolve by binding arbitration any policies and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating to this Agreement, the alleged breach thereof, or in any way relating to the subject matter of this Agreement (each of which is referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (the Supplementary Procedures for Large, Complex Disputes, if applicable) procedures of the American Arbitration Association (the "AAA"). The parties shall select a mediator acceptable to both of them from a list provided by Endispute. The parties agree to cooperate in good faith in said mediator's efforts to assist the parties to resolve the dispute. Each party agrees to pay fifty percent (50%) in effect at the time of the Claimscosts of said mediation. If the matter has not been resolved within thirty (30) days of the commencement of mediation, as modified either party may request in writing that the matter be submitted to arbitration in accordance with the following subparagraph. C. Any and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, which have not been resolved by good faith negotiations between the procedures set forth parties or by mediation shall be resolved by final and binding arbitration in EXHIBIT Boston, Massachusetts, in accordance with the rules of the AAA then obtaining and all expenses, in connection therewith, will be shared equally, except for the expense of the parties' respective legal counsels. A heretosingle arbitrator shall be mutually agreed upon and if the parties are unable to agree on a mutually acceptable arbitrator, an arbitrator shall be chosen in accordance with AAA rules. The Parties hereby acknowledge Any award rendered in such arbitration shall be final and agree that may be enforced by either party. D. Notwithstanding the foregoing, nothing in this Agreement and the Article shall be construed to waive any rights or timely performance of any obligations to be performed hereunder constitute interstate commerceexisting under this Agreement.

Dispute Resolution and Arbitration. (a) 11.1 The Parties will attempt EU and BAT shall meet and confer and endeavour to resolve amicably and in good faith any dispute as to promptly resolve any Claim how a matter has been or should be dealt with arising out of or in connection with the performance of this Agreement and the obligations, commitments and expectations hereunder (as defined belowa "Dispute"). 11.2 If a Dispute arises, and so that the parties are able to meet and confer in compliance with Section 11.1, the Dispute shall be notified to the other parties in writing in sufficient detail for the nature of the Dispute to be understood. In the event of a Claimfirst instance, the disputing Party Dispute shall give be referred to the other Party written notice AIT Compliance Office (on the part of BAT) and the Head of Legal Affairs of OLAF, (on the part of the Claim EU and if on behalf of any Participating Member State(s) party to the Parties Dispute) and they shall discuss and attempt to resolve the Dispute in good faith. 11.3 If such good faith discussions fail to resolve the Claim at the operational level Dispute within thirty (30) 30 days of the receipt written notification provided pursuant to Section 11.2, the Dispute shall be escalated to the Global Head of such noticeAnti-illicit Trade (on the part of BAT) and the Director General of OLAF (on the part of the EU and on behalf of any Participating Member State(s) party to the Dispute), each Party who shall nominate a senior officer of its management discuss and attempt to meet at a mutually agreed time and place not later than forty five (45) resolve the Dispute in good faith. 11.4 The Parties undertake that if any Dispute remains unresolved 60 days after the notice date of the Claim was received written notification provided pursuant to attempt Section 11.2, any party may by written notification to resolve such Claim or disagreementthe other seek to have the Dispute resolved amicably by use of mediation. Should The parties shall appoint by agreement a resolution neutral third person to act as a mediator (the "Mediator") within 7 days of the written notification of mediation (in default of such Claim or disagreement not be obtained within fifteen agreement, either party may request the Centre for Effective Dispute Resolution (15"CEDR") days after to appoint the meeting of senior officers for such purpose (or in Mediator. The parties shall, with the event that a Party seeks to avoid the obligation to negotiate or in the event that a Party unilaterally and in breach assistance of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice to the otherMediator, seek to resolve agree the Claim mediation procedure in writing (in default of such agreement, the Mediator shall act in accordance with the provisions procedures of CEDR). If the Dispute has not been resolved to the satisfaction of either party within 30 days of written notification of mediation or if either party fails or refuses to participate in or withdraws from participating in the mediation then either party may refer the Dispute to arbitration pursuant to Section 11.6. Each Party shall bear its own costs in relation to mediation under this Section, and the non-Party specific mediation costs shall be borne equally between the EU and BAT. 11.5 Nothing communicated in any discussions, negotiations or offers of settlement made, during or arising from, the Dispute escalation process and/or mediation process pursuant to sub-Sections 11.2, 11.3 or 11.4 above shall be admissible in any way in any litigation or arbitration among the Parties. 11.6 Any Dispute which remains unresolved 90 days after the date of the written notice provided pursuant to Section 11.2 shall be referred by any party to arbitration by providing notice in writing to the other parties to be finally resolved by the arbitrator who is at the top of the List of Arbitrators set out in Appendix D (the "arbitrator") as sole arbitrator, under the UNCITRAL Arbitration Rules as at present in force, which rules (as amended by this Section 1911) are deemed to be incorporated by reference into this section. 11.7 If the arbitrator is unable to hear the parties' Dispute within 60 days of reference, upon demand by any party to the Dispute, the next-highest-listed- arbitrator on the List of Arbitrators shall be deemed to be the sole arbitrator for the purposes of that Dispute. 11.8 If the arbitrator selected pursuant to Section 11.7 is unable to hear the parties' Dispute, the next-highest-listed arbitrator on the List of Arbitrators shall be deemed to be the arbitrator for the purposes of the Agreement. 11.9 If none of the arbitrators on the List of Arbitrators is available to hear a Dispute within 60 days of reference, an arbitrator shall be appointed by agreement of the parties, or if the parties are unable to agree within 15 further days, an arbitrator may be appointed by any of the arbitrators on the List of Arbitrators, in the same order as above in Sections 11.6 and 11.7 (b) The Parties hereby agree to resolve by binding arbitration any and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments i.e. starting with the arbitrator at the top of interest, penalties, enforcement the List of settlement agreements, deficiencies, any and all demands not yet matured into one of Arbitrators). 11.10 Notwithstanding the foregoing, any party shall, upon request within 15 days of the notice of arbitration provided pursuant to Section 11.6, have the right to have the Dispute settled by a three-person arbitration panel with the highest available listed arbitrator from the List of Arbitrators acting as chairperson and one additional arbitrator to be selected by BAT and one additional arbitrator to be selected by the EU and/or the Participating Member State(s) party or parties to the Dispute. 11.11 If one party has appointed an arbitrator under Section 11.10 but the other matters party has not done so, the party who has failed to make its appointment foregoes its right to do so and an arbitrator will be appointed on its behalf by the arbitrator appointed by the party in question compliance with Section 11.10. 11.12 Where none of the arbitrators on the List of the Arbitrators are available, the arbitrators selected by the parties shall agree on the nomination of the chairperson (in default of which, the UNCITRAL rules shall apply). 11.13 The designated representatives of the Parties shall add to, remove from, or reorder the List of Arbitrators at any time by mutual agreement in writing. 11.14 Where there are multiple parties to the arbitration, whether as claimant or respondent, the multiple claimants, jointly and the multiple respondents, jointly, shall appoint an arbitrator pursuant to Sections 11.5-11.12. 11.15 The seat of the arbitration shall be Geneva, Switzerland. The arbitration tribunal may ask for the parties to meet and to hold hearing in a place other than Geneva. If this occurs, the Parties agree that this will not alter or have an effect on Geneva being the seat of the arbitration. 11.16 The language to be used in the arbitral proceedings shall be English, unless otherwise agreed by the parties to the Dispute. Documents which are not translated into English will not be translated into English unless the parties so agree or the arbitration tribunal so orders. 11.17 The governing law of this Agreement shall be English law. 11.18 The arbitrator(s) shall have power to issue final or provisional orders or take other interim or conservatory measures it deems appropriate. 11.19 No amicus curiae or "friend of the court" briefs may be filed in the arbitration. 11.20 Subject to any disclosure obligations of the parties under any applicable law, or the rules of any securities exchange on which British American Tobacco p.l.c.'s securities are listed, the arbitration proceedings and the award shall be confidential, and the parties shall not disclose the nature or scope of the proceedings or any information obtained in or arising out of the proceedings. Documents from the arbitration including the award itself may be published if a party is required to do so by legal duty, to protect or relating pursue a legal right or to this Agreementenforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. 11.21 Without prejudice to the UNCITRAL rules, the alleged breach thereofarbitrator(s) shall establish the procedure to be followed in the arbitration. 11.22 By agreeing to refer matters to arbitration as set out above, or in any way relating to the subject matter extent permitted by law, the parties irrevocably waive their right to any form of this Agreement (each appeal, review or recourse to any court of which is referred to as a "CLAIM")Participating Member State or any other country or judicial authority, even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (save that the Supplementary Procedures for Large, Complex Disputes, if applicable) of the American Arbitration Association (the "AAA") in effect at the time of the Claims, as modified final decision by the procedures set forth in EXHIBIT A hereto. The Parties hereby acknowledge and agree that this Agreement and arbitrator(s) shall be exclusively appealable to the obligations to be performed hereunder constitute interstate commerceFederal Supreme Court of Switzerland.

Dispute Resolution and Arbitration. (a) The Parties will attempt in good faith to promptly resolve any Claim (as defined below). In the event of a Claim, the disputing Party shall give the other Party written notice of the Claim and if the Parties fail Investor agrees to resolve the Claim at the operational level within thirty (30) days of the receipt of such notice, each Party shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than forty five (45) days after the notice of the Claim was received to attempt to resolve such Claim or disagreement. Should a resolution of such Claim or disagreement not be obtained within fifteen (15) days after the meeting of senior officers for such purpose (or in the event that a Party seeks to avoid the obligation to negotiate or in the event that a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice to the other, seek to resolve the Claim all controversies in accordance with the provisions of this Section 19.set forth below: (ba) The Parties hereby agree to resolve by binding arbitration In the event of any and all claimsclaim, demandsdispute, actionsor controversy arising under, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating to this Agreement, the alleged breach thereofIssuer, or in the Offering or of any way relating to the subject matter breach or purported breach of this Agreement (a “Dispute”), including any Dispute related to U.S. federal securities laws, which the parties hereto have been unable to settle or agree upon in the normal course of business, the parties shall follow the dispute resolution process as set forth herein. (b) The parties shall attempt in good faith to resolve the Dispute promptly by negotiation between representatives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Either party (in this context, the “Disputing Party”) may give the other party written notice of the existence of any such Dispute (“Dispute Notice”). Within 15 days after delivery of the Dispute Notice, the party receiving the notice shall submit to the Disputing Party a written response. The Dispute Notice and the response shall each include: (i) a statement of which the relevant party’s position and a summary of arguments supporting that position; and (ii) the name and title of the representative who will represent the party in the negotiations and of any other person who will accompany such representative. Within 30 days after delivery of the Dispute Notice, the representatives shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute (“Settlement Period”). However, this Settlement Period shall terminate no later than 90 days after delivery of the Disputing Party’s notice unless such period is extended by mutual written agreement of the parties. All statements and/or negotiations pursuant to this Section 20 are confidential and shall be treated as inadmissible compromise and settlement negotiations for purposes of all applicable state and/or federal rules of evidence. (c) After, but only after, the Settlement Period set forth in Section 20(b) has terminated without a resolution, at the request of either party to the Dispute, the Dispute shall be referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules finally resolved by binding arbitration. (the Supplementary Procedures for Large, Complex Disputes, if applicabled) of Any arbitration pursuant to this Section 20(c) shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules before a three-member panel, with each Party selecting one arbitrator and the "AAA") in effect at third arbitrator, who shall be the time chairperson of the Claimspanel, as modified being selected by the procedures set forth in EXHIBIT A heretotwo party-appointed arbitrators. The Parties hereby acknowledge party who initiates the arbitration process shall name its arbitrator in the demand for arbitration and the responding Party shall name its arbitrator within ten days after receipt of the demand for arbitration. No arbitrator can be an employee, ex-employee, director, shareholder of record, partner, member, representative or agent of such party or its affiliates. The third arbitrator shall be named within ten days after the appointment of the second arbitrator. If the two party-appointed arbitrators are unable to agree upon the third arbitrator within that ten-day period, the third arbitrator shall be selected by the AAA. Each arbitrator shall be qualified by at least ten years’ experience in corporate finance and/or venture capital, and the chairperson of the arbitration panel shall be a licensed attorney whose primary area of practice for the preceding ten years is corporate finance and/or venture capital. (e) EACH OF THE PARTIES HEREBY AGREES THAT ANY JUDICIAL PROCESS PROVIDED FOR IN SECTION 20(C) AND SECTION 20(D), SHALL BE INSTITUTED IN THE STATE OR FEDERAL COURTS SITTING IN NEW YORK COUNTY, NEW YORK AND IN NO OTHER FORUM AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO AND ACCEPTS GENERALLY AND UNCONDITIONALLY SUCH JURISDICTION AND IRREVOCABLY WAIVES ANY OBJECTIONS, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE COURTS. THE FOREGOING IS WITHOUT PREJUDICE TO THE RIGHT OF ANY PREVAILING PARTY TO SEEK ENFORCEMENT OF ANY JUDGMENT ENTERED PURSUANT TO AN ACTION SET FORTH IN SECTION 20(C) IN A COURT IN ANY JURISDICTION WHERE THE LOSING PARTY OR ITS PROPERTY MAY BE LOCATED. EACH OF THE PARTIES ALSO CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR PURPOSES OF AID IN SUPPORT OF ARBITRATION AND THE ENFORCEMENT OF ANY ARBITRAL AWARD MADE UNDER THE PROVISIONS OF THIS SECTION 20. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY ACTION OR PROCEEDING BY DELIVERY OF COPIES OF SUCH PROCESS BY COMMERCIAL COURIER TO IT OR IN ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES FURTHER AGREE THAT THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES AS SPECIFIED UNDER THIS SUBSCRIPTION SHALL BE INTERPRETED AND GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. (f) Each party shall continue to perform its obligations under this Agreement and pending final resolution of any Dispute, unless to do so would be impossible or impracticable or lead to irreparable harm under the obligations to be performed hereunder constitute interstate commercecircumstances. (g) THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THAT MAY EXIST TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON OR ARISING OUT OF, UNDER, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT. (h) FOR THE AVOIDANCE OF DOUBT, THE UNDERSIGNED’S AGREEMENT TO WAIVE A JURY TRIAL AND TO SUBMIT TO MANDATORY INDIVIDUAL ARBITRATION, DOES NOT CONSTITUTE A WAIVER OF INVESTOR’S RIGHT TO MAKE A CLAIM THAT THE ISSUER HAS NOT COMPLIED WITH U.S. FEDERAL SECURITIES LAWS.

Dispute Resolution and Arbitration. (a) The 8.1 Subject to any provision of this Agreement expressly providing otherwise, if any dispute arises between the Parties will attempt in good faith to promptly resolve regard to: 8.1.1 the interpretation of; 8.1.2 the validity and/or effect of; 8.1.3 the Parties’ respective rights or obligations under; 8.1.4 a breach of; 8.1.5 the termination of; 8.1.6 any Claim (as defined below). In matter arising in connection with or the event of a Claimtermination of, this Agreement, the disputing Parties shall endeavor to resolve such dispute (“Dispute”) by way of discussions and negotiations. If any Party is of the view that a Dispute requires to be escalated due to failure of discussions and negotiations to resolve such Dispute, such Party shall give be entitled to refer such Dispute to the chief executive officer (or equivalent position) of each of the Parties for resolution by way of written notice identifying the subject matter of the dispute to the other Party written notice (“Dispute Notice”) in the manner set out in this Agreement, in which event the unanimous decision of such chief executive officers (or equivalent) shall be binding on the Parties and carried into effect. 8.2 If the Parties are unable to resolve any Dispute within 20 Business Days of the Claim and if the Parties fail to resolve the Claim at the operational level within thirty (30) days delivery of the receipt of such noticea Dispute Notice, each any Party shall nominate a senior officer of its management be entitled to meet at a mutually agreed time and place not later than forty five (45) days after the notice of the Claim was received refer such Dispute to attempt to resolve such Claim or disagreement. Should a resolution of such Claim or disagreement not be obtained within fifteen (15) days after the meeting of senior officers for such purpose (or arbitration in the event that a Party seeks to avoid the obligation to negotiate or manner set out in the event that a Party unilaterally and in breach this clause 8 by way of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by written notice to the otherother Party (“Arbitration Notice”). 8.3 The arbitration shall be conducted by a single arbitrator appointed by the Parties, seek to resolve and failing agreement by the Claim Parties on an arbitrator within 5 Business Days of the delivery of the Arbitration Notice, nominated by the chairman for the time being of the Cape Bar Council. 8.4 The arbitration shall be held at Cape Town or such other place as may be agreed by the Parties in writing. 8.5 The arbitration shall be held in accordance with the formalities and procedures settled by the arbitrator, with due cognisance being given to the Rules, and the arbitration shall be otherwise subject to the provisions of this Section 19the Arbitration ▇▇▇ ▇▇▇▇. (b) 8.6 The arbitrator shall be entitled to: 8.6.1 investigate or cause to be investigated any matter, fact or thing which he considers necessary or desirable in connection with any matter referred to him for decision; 8.6.2 decide the matters submitted to him according to what he considers just and equitable in all the circumstances, having regard to the purpose of this Agreement; and 8.6.3 make such award, including an award for specific performance, an interdict, damages or the costs of arbitration or otherwise as he in his discretion may deem fit and appropriate. 8.7 The arbitration shall be held as quickly as possible after it is demanded, with a view to it being completed within 30 Business Days after it has been so demanded. 8.8 The Parties hereby agree to resolve by binding keep the arbitration any and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating to this Agreement, the alleged breach thereof, or in any way relating to including the subject matter of the arbitration and the evidence heard during the arbitration, confidential and not to disclose any of such matters to anyone except for the purposes of the arbitration proceedings in terms of this clause 8, any review thereof and obtaining an order in terms of clause 8.12. 8.9 The Parties irrevocably consent to any proceedings in terms of this clause 8 and no Party shall be entitled to withdraw from such proceedings or claim at any such proceedings that it is not bound by the provisions of this clause 8. 8.10 The determination of the arbitrator shall be final and binding, shall not be subject to appeal and shall be carried into effect by the Parties. 8.11 This clause 8 is severable from the rest of this Agreement (each and shall therefore remain in effect even if this Agreement is terminated. 8.12 This clause 8 shall not preclude any Party from obtaining interim relief on an urgent basis from a court of which is referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (competent jurisdiction pending the Supplementary Procedures for Large, Complex Disputes, if applicable) decision of the American Arbitration Association (the "AAA") in effect at the time of the Claims, as modified by the procedures set forth in EXHIBIT A hereto. arbitrator. 8.13 The Parties hereby acknowledge consent to the non-exclusive jurisdiction of the High Court of South Africa (Western Cape High Court, Cape Town) in respect of the proceedings referred to in clause 8.12 and agree that such court shall have jurisdiction to enforce any award made by an arbitrator under this Agreement and the obligations to be performed hereunder constitute interstate commerceclause 8.

Dispute Resolution and Arbitration. (aA) The Parties will attempt Except as otherwise expressly provided in good faith to promptly resolve any Claim (as defined below). In Section 7.13, in the event of any dispute, claim or controversy (a Claim“Dispute”) relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Section 7.14, the disputing Parties shall attempt to settle such Dispute in the first instance by mutual discussions between representatives of senior management of each Party. Within five (5) Business Days of the receipt by a Party or Parties of a notice from another Party or Parties of the existence of a Dispute (the “Dispute Notice”), the receiving Party or Parties shall give submit a written response to the other Party written notice or Parties (the “Dispute Response”). Both the Dispute Notice and the Dispute Response shall include (i) a statement of each disputing Party’s position with regard to the Claim Dispute and if a summary of arguments supporting that position; and (ii) the Parties fail name and title of a senior executive with authority to resolve the Claim at dispute who will represent that Party in attempting to resolve the operational level Dispute pursuant to this Section 7.14(A). Within five (5) Business Days of receipt of the Dispute Response, the designated executives shall meet (including by teleconference or video conference) and attempt to resolve the Dispute. All communications made in connection with this clause shall be confidential and shall not be referred to, or admissible for any purpose, in any subsequent proceedings. If any Dispute is not resolved within thirty twenty (3020) days of the receipt of the Dispute Notice (or within such noticelonger period as to which the Parties have agreed in writing), each then any Party shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than forty five (45) days after the notice may seek resolution of the Claim was received to attempt to resolve such Claim or disagreement. Should a resolution of such Claim or disagreement not be obtained within fifteen (15) days after the meeting of senior officers for such purpose (or in the event that a Party seeks to avoid the obligation to negotiate or in the event that a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice to the other, seek to resolve the Claim Dispute in accordance with the remaining provisions of this Section 197.14. (bB) The EXCEPT AS PROVIDED IN THIS SECTION 7.14 OR SECTION 7.13, ALL DISPUTES, CONTROVERSIES OR DIFFERENCES WHICH MAY ARISE BETWEEN THE PARTIES HERETO, OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE FINALLY SETTLED BY BINDING ARBITRATION IN THE COUNTY OF SUFFOLK AND COMMONWEALTH OF MASSACHUSETTS, USA, IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT, BEFORE A PANEL OF THREE (3) ARBITRATORS, IN AS EXPEDITED A PROCESS FOR WHICH THE RULES MAY THEN PROVIDE. THE AWARD RENDERED BY THE ARBITRATOR(S) SHALL BE FINAL AND BINDING UPON THE PARTIES HERETO. IN THE EVENT OF ANY ARBITRATION PROCEEDINGS HEREUNDER, EACH PARTY AGREES TO BEAR ITS OWN REASONABLE FEES, COSTS AND EXPENSES IN CONNECTION WITH SUCH PROCEEDINGS. (C) Each Party irrevocably consents to the service of process for any arbitration proceeding by receipt of mailed copies thereof by national courier service or registered mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 7.8 hereof. However, the foregoing shall not limit the right of a Party to effect such service of process on another Party by any other legally available method. (D) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, AND EXCEPT AS PROVIDED IN THIS SECTION 7.14 OR SECTION 7.13, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY OR LITIGATION. IN LIEU OF LITIGATION AND JURY TRIALS, EACH OF WHICH IS EXPRESSLY WAIVED, FOLLOWING DISPUTE RESOLUTION PROCESS AS PROVIDED IN SECTION 7.14(A) HEREOF, THE PARTIES HEREBY CONFIRM THEY HAVE EACH ELECTED TO USE ARBITRATION TO RESOLVE ANY AND ALL DISPUTES HEREUNDER, AS PROVIDED IN SECTION 7.14(B) HEREOF. (E) Any Dispute and any other dispute, claim or controversy between the Parties hereby agree to resolve by binding arbitration any and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating any Transaction Document shall be consolidated into a single arbitration. By agreeing to this Agreementarbitration, the alleged breach thereofParties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any way relating award. Without prejudice to such provisional remedies as may be available under the subject matter jurisdiction of this Agreement (each a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of which is referred any Party to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (respect the Supplementary Procedures for Large, Complex Disputes, if applicable) of the American Arbitration Association (the "AAA") in effect at the time of the Claims, as modified arbitral tribunal’s orders to that effect. Judgment on any award rendered by the procedures set forth arbitrators shall be entered in EXHIBIT A hereto. The Parties hereby acknowledge and agree that this Agreement and the obligations to be performed hereunder constitute interstate commercea court of competent jurisdiction.

Dispute Resolution and Arbitration. 1. Without prejudice to Articles 5 and 8, any dispute relating to the application or interpretation of this Agreement may be referred by one or several Parties to the dispute settlement mechanism provided for in this Article. 2. Without prejudice to any previous consultations between the Parties under this Agreement, where a Party wishes to have recourse to the dispute settlement mechanism provided for in this Article, it shall notify the Party or Parties concerned in writing of its intention and request a meeting of the Joint Committee for consultations. (a) If: (i) the Joint Committee has not discussed the matter within two (2) months of the date of receipt of the request referred to in paragraph 2 of this Article or by the date agreed by the Parties; or (ii) the dispute is not resolved within six (6) months of the said request, the dispute may be referred to a person or body for decision by agreement of the Parties concerned. (b) If the Parties concerned cannot reach a mutual agreement to refer the dispute to a person or body for decision, the dispute shall, at the request of any of the Parties, be submitted to arbitration in accordance with this Article. 4. Notwithstanding paragraphs 2 and 3 of this Article, if a Party has taken action to refuse, revoke, suspend, impose conditions on, or limit the operating authorisation or technical permissions of an air carrier of another Party, or to otherwise refuse, suspend, impose conditions on, or limit the operations of an air carrier of that other Party, the dispute may be immediately referred to a person or body for decision, or submitted to arbitration. The respective timelines stated in paragraphs 10, 11, and 12 of this Article shall be halved. 5. The request for arbitration shall be made in writing by one or several Parties will attempt in good faith (hereinafter referred to promptly resolve any Claim collectively as “the initiating party” for the purposes of this Article) to the Party or Parties concerned (hereinafter referred to collectively as defined below“the responding party” for the purposes of this Article). In its request, the event initiating party shall present the issues to be resolved, describe the measure at issue, and explain the reasons why it considers such measure to be inconsistent with this Agreement. 6. Unless the initiating party and the responding party otherwise agree, arbitration shall be by a tribunal of three arbitrators to be constituted as follows: (a) Within twenty (20) days after the date of receipt of a Claimrequest for arbitration, the disputing Party initiating party and the responding party shall give each appoint one arbitrator. Within thirty (30) days after these two arbitrators have been appointed, the other Party written notice initiating party and the responding party shall by agreement appoint a third arbitrator, who shall act as the President of the Claim and tribunal. (b) If the initiating party or the responding party fails to appoint an arbitrator, or if the Parties fail third arbitrator is not appointed in accordance with paragraph 6(a) of this Article, either the initiating party or the responding party may request the President of the Council of the ICAO to resolve appoint the Claim at the operational level necessary arbitrator or arbitrators within thirty (30) days from the date of receipt of that request. If the President of the receipt Council of the ICAO is a national of either an ASEAN Member State or an EU Member State, the most senior Vice President of that Council who is neither a national of an ASEAN Member State nor a national of an EU Member State shall make the appointment. 7. The date of establishment of the tribunal shall be the date on which the last of the three (3) arbitrators accepts the appointment. 8. The arbitration proceedings shall be conducted in accordance with the rules of procedure to be adopted by the Joint Committee at its first meeting, subject to the provisions of this Article and in accordance with paragraphs 4(b) and 5 of Article 23. Until such noticetime as the Joint Committee has adopted the rules of procedure, each Party the tribunal shall nominate a senior officer establish its own procedural rules. 9. At the request of the initiating party or the responding party, the tribunal may, pending its management final ruling, order the adoption of interim relief measures, including the modification or suspension of measures taken by either the initiating party or the responding party under this Agreement. 10. The tribunal shall issue an interim report to meet at a mutually agreed time the initiating party and place the responding party setting out the findings of fact, the applicability of relevant provisions, and the basic rationale behind any findings and recommendations that it makes, not later than forty five ninety (4590) days after the notice date of its establishment. Where it considers that this deadline cannot be met, the President of the Claim was received tribunal shall notify the initiating party and the responding party in writing, stating the reasons for the delay and the date on which the tribunal plans to attempt issue its interim report. Under no circumstances shall the tribunal issue the interim report later than one hundred and twenty (120) days after the date of its establishment. 11. Within fourteen (14) days from the date of issuance of the interim report, the initiating party or the responding party may submit a written request to resolve such Claim or disagreementthe tribunal to review specific aspects of the interim report. Should After considering any written comments by the initiating party and the responding party on the interim report, the tribunal may modify its report and make any further examination it considers appropriate. The findings of the tribunal’s final ruling shall include a resolution sufficient discussion of such Claim or disagreement the arguments made at the interim review stage, and shall clearly answer the questions and observations of the initiating party and the responding party. 12. The tribunal shall issue its final ruling to the initiating party and the responding party within one hundred and twenty (120) days from the date of its establishment. Where it considers that that deadline cannot be obtained met, the President of the tribunal shall notify the initiating party and the responding party in writing, stating the reasons for the delay and the date on which the tribunal plans to issue its ruling. Under no circumstances shall the tribunal issue its final ruling later than one hundred and fifty (150) days after the date of its establishment. 13. In addition to the circumstances referred to in paragraph 4 of this Article, the respective timelines stated in paragraphs 10, 11, and 12 of this Article shall be halved: (a) upon request by the initiating party or the responding party, if the tribunal rules that the case is urgent within ten (10) days from its establishment; or (b) if the initiating party and the responding party so agree. 14. The initiating party and the responding party may submit requests for clarification of the tribunal’s final ruling within ten (10) days from the date of its issuance, and any clarification by the tribunal shall be issued within fifteen (15) days after from the meeting date of senior officers for receipt of such purpose (or in the event that a Party seeks to avoid the obligation to negotiate or in the event that a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice to the other, seek to resolve the Claim in accordance with the provisions of this Section 19request. (b) The Parties hereby agree to resolve by binding arbitration any and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments 15. If the tribunal determines that there has been a violation of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating to this Agreement, the alleged breach thereof, or in any way relating to the subject matter of this Agreement (each of which is referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (the Supplementary Procedures for Large, Complex Disputes, if applicable) of the American Arbitration Association (the "AAA") in effect at the time of the Claims, as modified by the procedures set forth in EXHIBIT A hereto. The Parties hereby acknowledge and agree that this Agreement and the obligations to be performed hereunder constitute interstate commerceparty found in violation of this Agreement does not comply with the tribunal’s final ruling, or does not reach an agreement with the other party on a mutually satisfactory resolution within forty (40) days after the date of issuance of the tribunal’s final ruling, the other party may suspend the application of comparable benefits arising under this Agreement until such time as the party in violation complies with the tribunal’s final ruling or the initiating party and the responding party reach agreement on a mutually satisfactory resolution.

Dispute Resolution and Arbitration. (a) The 1. Without prejudice to article 4, any dispute relating to the application or interpretation of this agreement may be referred by the Parties will attempt to the dispute settlement mechanism provided for in good faith this article. 2. Without prejudice to promptly resolve any Claim (as defined below). In previous consultations between the event of Parties under this agreement, where a ClaimParty wishes to have recourse to the dispute settlement mechanism provided for in this article, the disputing Party it shall give notify the other Party written notice in writing of its intention and request a meeting of the Claim and if Joint Committee for consultations. 3. If the Parties fail to resolve the Claim at the operational level Joint Committee meeting is not held within thirty (30) days two months of the receipt of such noticethe request referred to in paragraph 2 or by the date agreed by the Parties, each Party shall nominate a senior officer of its management to meet at a mutually agreed time and place or, if the dispute is not later than forty five (45) days after resolved by the notice Joint Committee within six months of the Claim was received said request, the dispute may be referred to attempt a person or body for decision by agreement of the Parties. If the Parties cannot reach mutual agreement to resolve such Claim refer the dispute to a person or disagreementbody for decision, the dispute shall, at the request of any of the Parties, be submitted to arbitration. 4. Should a resolution of such Claim or disagreement not be obtained within fifteen (15) days after the meeting of senior officers for such purpose (or in the event that Notwithstanding paragraph 2, if a Party seeks has taken action to avoid refuse, revoke, suspend, impose conditions on or limit the obligation operating authorisation or technical permissions of an air carrier of the other Party, the dispute may be immediately referred to negotiate a person or body for decision, or submitted to arbitration. 5. The request for arbitration shall be made in the event that writing by a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice ("initiating party") to the otherother Party ("responding party"). In its request, seek the initiating party shall present the questions to resolve be resolved, describe the Claim in accordance measure at issue, and explain the reasons why it considers such measure to be inconsistent with the provisions of this Section 19agreement. 6. Unless the initiating party and the responding party otherwise agree, arbitration shall be by a tribunal of three arbitrators to be constituted as follows: (a) within 60 days after the receipt of a request for arbitration, the initiating party and the responding party shall each appoint one arbitrator. Within 30 days after these two arbitrators have been appointed, the initiating party and responding party shall by agreement appoint a third arbitrator, who shall act as President of the tribunal; (b) The Parties hereby agree if the initiating party or the responding party fails to resolve by binding arbitration any and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating to this Agreement, the alleged breach thereofappoint an arbitrator, or in any way relating to if the subject matter of this Agreement (each of which third arbitrator is referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, not appointed in accordance with Commercial Arbitration Rules point (a), either the Supplementary Procedures initiating party or the responding party may request the President of the ICaO Council to appoint the necessary arbitrator or arbitrators within 30 days of receipt of that request. If the President of the ICaO Council is a national of either Qatar or an EU Member State, the most senior Vice President of the ICaO Council who is not a national of neither Qatar nor an EU Member State shall be requested to make the appointment. 7. The date of establishment of the tribunal shall be the date on which the last of the three arbitrators accepts the appointment. 8. The proceedings shall be conducted in accordance with the rules of procedure to be adopted by the Joint Committee at the earliest possible occasion subject to the provisions of this article and in accordance with point (b) of article 22(4) and article 22(5). Until the Joint Committee has adopted the rules of procedure, the tribunal shall establish its own procedural rules. 9. at the request of the initiating party, the tribunal may, pending its final ruling, authorise the initiating party to adopt interim relief measures or ask the responding party to adopt interim relief measures. 10. The tribunal shall issue an interim report to the initiating party and the responding party setting out the findings of fact, the applicability of relevant provisions and the basic rationale behind any findings and recommendations that it makes, not later than 90 days after the date of its establishment. Where it considers that this deadline cannot be met, the President of the tribunal shall notify the initiating party and the responding party in writing, stating the reasons for Largethe delay and the date on which the tribunal plans to issue its interim report. Under no circumstances shall the tribunal issue the interim report later than 120 days after the date of its establishment. 11. The initiating party or the responding party may submit a written request to the tribunal to review specific aspects of the interim report within 14 days of its issuance. after considering any written comments by the initiating party and the responding party on the interim report, Complex Disputesthe tribunal may modify its report and make any further examination it considers appropriate. The findings of the tribunal's final ruling shall include a sufficient discussion of the arguments made at the interim review stage, and shall clearly answer the questions and observations of the initiating party and the responding party. 12. The tribunal shall issue its final ruling to the initiating party and the responding party within 120 days of the date of its establishment. Where it considers that that deadline cannot be met, the President of the tribunal shall notify the initiating party and the responding party in writing, stating the reasons for the delay and the date on which the tribunal plans to issue its ruling. Under no circumstances shall the tribunal issue its ruling later than 150 days after the date of its establishment. 13. If a Party has taken action to refuse, revoke, suspend, impose conditions on or limit the operating authorisation or technical permissions of an air carrier of the other Party, or, upon request by the initiating party or responding party, if applicable) the tribunal rules that the case is urgent, the respective timelines stated in paragraphs 10, 11 and 12 shall be halved. 14. The initiating party and the responding party may submit requests for clarification of the American Arbitration Association (tribunal's final ruling within 10 days of its issuance and any clarification given shall be issued within 15 days of such request. 15. If the "AAA") in effect at tribunal determines that there has been a violation of this agreement and the time responsible Party does not comply with the tribunal's final ruling, or does not reach agreement with the other Party on a mutually satisfactory resolution within 60 days after the issuance of the Claimstribunal's final ruling, the other Party may suspend the application of comparable benefits arising under this agreement until such time as modified the responsible Party complies with the tribunal's final ruling or the initiating party and responding party have reached agreement on a mutually satisfactory resolution. 16. Each Party shall bear the costs of the arbitrator appointed by the procedures set forth in EXHIBIT A heretoit. The Parties hereby acknowledge and agree that this Agreement and other costs of the obligations to tribunal shall be performed hereunder constitute interstate commerceshared equally between the Parties.

Dispute Resolution and Arbitration. (a) The Parties will attempt in good faith to promptly resolve any Claim (as defined below). In the event of a Claim, the disputing Party shall give the other Party written notice of the Claim and if the Parties fail Investor agrees to resolve the Claim at the operational level within thirty (30) days of the receipt of such notice, each Party shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than forty five (45) days after the notice of the Claim was received to attempt to resolve such Claim or disagreement. Should a resolution of such Claim or disagreement not be obtained within fifteen (15) days after the meeting of senior officers for such purpose (or in the event that a Party seeks to avoid the obligation to negotiate or in the event that a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice to the other, seek to resolve the Claim all controversies in accordance with the provisions set forth below: (a) In the event of any claim, dispute, or controversy arising under, out of or relating to this Section 19or any breach or purported breach thereof (a “Dispute”) which the parties hereto have been unable to settle or agree upon in the normal course of business, the parties shall follow the dispute resolution process as set forth herein. (b) The Parties hereby agree parties shall attempt in good faith to resolve the Dispute promptly by negotiation between representatives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Either party (in this context, the “Disputing Party”) may give the other party written notice of the existence of any such Dispute (“Dispute Notice”). Within 15 days after delivery of the Dispute Notice, the party receiving the notice shall submit to the Disputing Party a written response. The Dispute Notice and the response shall each include: (i) a statement of the relevant party’s position and a summary of arguments supporting that position; and (ii) the name and title of the representative who will represent the party in the negotiations and of any other person who will accompany such representative. Within 30 days after delivery of the Dispute Notice, the representatives shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute (“Settlement Period”). However, this Settlement Period shall terminate no later than 90 days after delivery of the Disputing Party’s notice unless such period is extended by mutual written agreement of the parties. All statements and/or negotiations pursuant to this Section 20 are confidential and shall be treated as inadmissible compromise and settlement negotiations for purposes of all applicable state and/or federal rules of evidence. (c) After, but only after, the Settlement Period set forth in Section 20(b) has terminated without a resolution, at the request of either party to the Dispute, the Dispute shall be referred to and finally resolved by binding arbitration. (d) Any arbitration any and all claims, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating pursuant to this Agreement, the alleged breach thereof, or in any way relating to the subject matter of this Agreement (each of which is referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (the Supplementary Procedures for Large, Complex Disputes, if applicableSection 20(c) of shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules before a three-member panel, with each Party selecting one arbitrator and the "AAA") in effect at third arbitrator, who shall be the time chairperson of the Claimspanel, as modified being selected by the procedures set forth in EXHIBIT A heretotwo party-appointed arbitrators. The Parties hereby acknowledge party who initiates the arbitration process shall name its arbitrator in the demand for arbitration and the responding Party shall name its arbitrator within ten days after receipt of the demand for arbitration. No arbitrator can be an employee, ex-employee, director, shareholder of record, partner, member, representative or agent of such party or its affiliates. The third arbitrator shall be named within ten days after the appointment of the second arbitrator. If the two party-appointed arbitrators are unable to agree upon the third arbitrator within that ten-day period, the third arbitrator shall be selected by the AAA. Each arbitrator shall be qualified by at least ten years’ experience in corporate finance and/or venture capital, and the chairperson of the arbitration panel shall be a licensed attorney whose primary area of practice for the preceding ten years is corporate finance and/or venture capital. (e) EACH OF THE PARTIES HEREBY AGREES THAT ANY JUDICIAL PROCESS PROVIDED FOR IN SECTION 20(C) AND SECTION 20(D), SHALL BE INSTITUTED IN THE STATE OR FEDERAL COURTS SITTING IN NEW YORK COUNTY, NEW YORK AND IN NO OTHER FORUM AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO AND ACCEPTS GENERALLY AND UNCONDITIONALLY SUCH JURISDICTION AND IRREVOCABLY WAIVES ANY OBJECTIONS, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE COURTS. THE FOREGOING IS WITHOUT PREJUDICE TO THE RIGHT OF ANY PREVAILING PARTY TO SEEK ENFORCEMENT OF ANY JUDGMENT ENTERED PURSUANT TO AN ACTION SET FORTH IN SECTION 20(C) IN A COURT IN ANY JURISDICTION WHERE THE LOSING PARTY OR ITS PROPERTY MAY BE LOCATED. EACH OF THE PARTIES ALSO CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR PURPOSES OF AID IN SUPPORT OF ARBITRATION AND THE ENFORCEMENT OF ANY ARBITRAL AWARD MADE UNDER THE PROVISIONS OF THIS SECTION 20. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY ACTION OR PROCEEDING BY DELIVERY OF COPIES OF SUCH PROCESS BY COMMERCIAL COURIER TO IT OR IN ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES FURTHER AGREE THAT THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES AS SPECIFIED UNDER THIS SUBSCRIPTION SHALL BE INTERPRETED AND GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF. (f) Each Party shall continue to perform its obligations under this Agreement and pending final resolution of any Dispute, unless to do so would be impossible or impracticable or lead to irreparable harm under the obligations to be performed hereunder constitute interstate commercecircumstances. (g) THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THAT MAY EXIST TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON OR ARISING OUT OF, UNDER, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT.

Dispute Resolution and Arbitration. (a) The Parties will attempt in good faith to promptly resolve any Claim (as defined below). In the event of a Claimany dispute, claim, question, or disagreement arising from or relating to this User Agreement, your use of the Site, or the registration for or purchase of any Services, we and you (collectively, the disputing Party “Parties”) shall give use best efforts to settle the dispute, claim, question, or disagreement. The Parties shall consult and negotiate with each other Party written notice of the Claim in good faith and, recognizing their mutual interests, attempt to reach a just and if equitable solution that is satisfactory to both Parties. If the Parties fail to resolve the Claim at the operational level do not reach such solution within a period of thirty (30) days of the receipt of such noticecalendar days, each Party then all disputes shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than forty five (45) days after the notice of the Claim was received to attempt to resolve such Claim or disagreement. Should a resolution of such Claim or disagreement not be obtained within fifteen (15) days after the meeting of senior officers for such purpose (or in the event that a Party seeks to avoid the obligation to negotiate or in the event that a Party unilaterally and in breach of the Agreement initiates litigation or any other dispute resolution process), either Party may then, by notice to the other, seek to resolve the Claim in accordance with the provisions of this Section 19. (b) The Parties hereby agree to resolve resolved by binding arbitration any and all claimsin [City, demands, actions, disputes, controversies, damages, losses, liabilities, judgments, payments of interest, penalties, enforcement of settlement agreements, deficiencies, any and all demands not yet matured into one of the foregoing, and other matters in question arising out of or relating to this Agreement, the alleged breach thereof, or in any way relating to the subject matter of this Agreement (each of which is referred to as a "CLAIM"), even though some or all of such Claims allegedly are extra-contractual in nature and even though some or all of such Claims sound in contract, tort or otherwise, at law or in equity, in accordance with Commercial Arbitration Rules (the Supplementary Procedures for Large, Complex Disputes, if applicable) of State] by the American Arbitration Association (the "“AAA") ”), in effect at accordance with the time Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the ClaimsAAA (collectively, the “AAA Rules”), as modified by this User Agreement. This agreement to arbitrate will be specifically enforceable in any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the procedures set forth other party and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in EXHIBIT A heretono event shall any such demand be made after the date when legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The Parties hereby acknowledge and agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the Parties, but if they do not so agree within twenty (20) calendar days after the date of the notice of a demand for arbitration, the selection shall be made pursuant to the AAA Rules from the panels of business arbitrators maintained by the AAA. The Parties agree that the arbitrator shall have sole authority to decide whether claims brought by either party (excluding claims brought under Section 20 below) are subject to this Agreement dispute resolution agreement. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the obligations decision shall not be subject to vacation, modification, or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the Parties agree shall apply. The fees charged by the AAA and arbitrator shall be performed hereunder constitute interstate commerceshared equally by the parties.