Common use of Dispute Resolution; Arbitration Clause in Contracts

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and The parties shall use good faith negotiation to the extent permitted by applicable law, resolve any dispute, controversy or question arising under, based on or relating to dispute that may arise under this Agreement. In the event the parties cannot reach agreement on any issue, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall such issue will be finally and exclusively resolved settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing Rules of its intent to submit a Dispute to arbitration, either Party may apply to AAA Procedure for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge Arbitration of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the American Health Lawyers Association (AHLA) Alternative Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writingResolution Service, and subject to judgment upon the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely award rendered by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall occur in the city where Practice is located within sixty (60) days after this arbitration clause is triggered by one party providing the other parties written notice of arbitration. The arbitrator shall be chosen in accordance with the rules of the AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service is no longer in effect, then the arbitration shall be conducted as set out above by the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association then in effect. The arbitrator may in any such proceeding award attorneys’ fees and costs to the prevailing party. Manager and Practice shall share the costs of the arbitrator equally between them. Each party shall bear its own expenses of preparation for and participation in arbitration. The statute of limitations applicable to any claim shall be determined as if such claim were being asserted in a state court in the State, for all state law claims, and in a federal court in the State, for all federal law claims, and such statute of limitations shall apply to preclude arbitration of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to the contrary, the parties reserve the right to proceed at any time in any court having jurisdiction or application by self help to exercise or prosecute the following remedies, as applicable: (i) all rights of self help, including peaceful occupation of real property and collection of rents, set off, and peaceful possession of personal property, (ii) pre-judgment garnishment or attachment of property, (iii) a preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under any provision set forth in Sections 4.12 and 4.13 and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of the arbitrator(s) to grant similar remedies that may be made requested by a party in a dispute. The agreement to such court for a judicial acceptance arbitrate set forth in this Section 7.8 may only be enforced by the parties to this Agreement and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be construed pursuant to and governed by the provisions of the award and/or an order of enforcementFederal Arbitration Act, as the case may be9 U.S.C. §1, et seq.

Dispute Resolution; Arbitration. (a) At Executive and the option of Company or Executive, and to agree that in the extent permitted by applicable law, any dispute, controversy or question arising under, based on event a dispute arises concerning or relating to this AgreementExecutive’s employment with the Company, or any breach or failure termination therefrom, the parties first shall attempt in good faith to comply with the terms hereof (each resolve such dispute through mediation. If a “Dispute”)resolution through mediation is not reached, then such dispute shall be finally and exclusively resolved by submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing employment arbitration rules of Judicial Arbitration and Mediation Services (“Notices” JAMS”) by a single impartial arbitrator experienced in this Agreement. (b) If the Parties are unable employment law selected as follows: Company and Executive will attempt in good faith to agree upon a neutral impartial arbitrator within thirty (30) days after of a Party notifies request for arbitration. If the other Party parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in writing of its intent Denver, Colorado, and both Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., (“FAA”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as is necessary for a Dispute fair resolution of the dispute. The arbitrator shall also have the authority to arbitrationaward any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, either Party as if the matter were being decided in court. The arbitrator may apply to AAA for the appointment of an arbitrator oraward punitive damages, if AAA is not then in existence or declines to act, either Party may apply and only to the Presiding Judge extent allowed by Title VII of the Superior Court Civil Rights Act of any county 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the State Americans with Disabilities Act of California for the appointment of a neutral arbitrator to hear the Parties 1990, as amended; and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in writing and shall set forth detailed reasoning for the award. Discovery any arbitration shall be conducted expeditiouslyentitled to receive reasonable attorneys’ fees, bearing only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in mind court. The arbitrator’s decision and award shall be final and binding, as to all Claims that were or could have been raised in the objective of limiting discovery arbitration, and expediting judgment upon the decision or award of rendered by the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in by any court having jurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or application may awards there under, shall remain confidential and be made subject to the Confidentiality provision of this Agreement. Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such court for invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial acceptance action asserting Claims subject to this Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the award party filing the initial judicial action shall pay the other party’s costs and expenses incurred in seeking such stay and/or an order of enforcementcompelling arbitration, as the case may beincluding reasonable attorneys’ fees. THE COMPANY AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 11.13 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A CHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.

Dispute Resolution; Arbitration. (a) At The parties shall use their best efforts to avoid the option occurrence of Company any claim or Executivedispute hereunder. In the event any claim, and to the extent permitted by applicable law, any dispute, controversy dispute or other matter in question arising under, based on or arises relating to this Agreement, the parties shall promptly refer the same to the general manager of PQPC and the general manager of EPOS, each of whom shall use reasonable efforts to achieve resolution thereof. Any claim, dispute or any breach other matter in question unresolved thirty (30) days after such referral may be resolved in accordance with subsection (b) below. (b) Any claim, dispute or failure controversy arising out of or relating to comply this Agreement and not resolved in accordance with the terms hereof (each a “Dispute”), provisions of Section 20.1(a) shall be finally and exclusively resolved by submitted to binding arbitration administered by the American Arbitration Association (“"AAA”") under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Partiesfor arbitration in New York, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party NY in accordance with the provisions governing “Notices” AAA Rules for Arbitration then in this Agreement. (b) If effect. There shall be three arbitrators, with each party selecting one; the Parties are unable to agree upon a neutral third arbitrator, who shall be the chairman of the panel, shall be selected by the two party‑appointed arbitrators. The claimant shall name its arbitrator in the demand for arbitration and the responding party shall name its arbitrator within thirty (30) days after a Party notifies receipt of the other Party in writing of its intent to submit a Dispute to demand for arbitration, either Party may apply to AAA for . The third arbitrator shall be named within thirty 30 days after the appointment of an arbitrator or, if the second arbitrator. The AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be empowered to appoint any arbitrator not named in writing and accordance with the procedure herein. The arbitrators shall set forth detailed reasoning have no jurisdiction to consider claims for consequential damages or damages beyond the award. Discovery shall be conducted expeditiously, bearing limitations of liability contained in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Partiesthis Agreement. The decision of the arbitrator arbitrators shall be final, conclusive final and binding on upon the Parties and no action at law or in equity parties without the right of appeal to the courts. The award rendered by the arbitration shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration final and judgment thereon may be entered in by any court having jurisdiction thereof. The costs and expenses of the arbitration (including reasonable attorney's fees) will be borne by the losing party, unless the arbitrators determine that it would be manifestly unfair to honor this agreement of the parties and determine a different allocation of costs. The arbitrators shall have no authority to award punitive damages under any circumstances (whether it be exemplary damages, treble damages, or application any other penalty or punitive type of damages) regardless of whether such damages may be made available under applicable law, the parties hereby waiving their right, if any, to recover punitive damages in connection with any such court for a judicial acceptance of the award and/or an order of enforcementclaims, as the case may bedisputes or disagreements.

Dispute Resolution; Arbitration. (a) At If despite the option strict applicability of Company the limitation of liability contained in this Agreement, either the Guest, or Executiveany of his/her/their family members or guests or invitees bring a claim, and or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the extent permitted by applicable lawuse and occupancy of the Unit during this Agreement, any all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or question arising underclaim (whether based upon contract, based on or relating to this Agreementtort, statute, common law, or any breach or failure to comply with the terms hereof otherwise) (each collectively a “Dispute”)) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be finally settled by mandatory and exclusively resolved by binding arbitration administered by conducted in accordance with the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the State of California for “Rules”) and judgment on the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single award rendered by an arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or application her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be made to such required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for a judicial acceptance resolution of the award and/or an order of enforcement, as Dispute shall be appropriately transferred to the case may bearbitrator(s) upon appointment in accordance with the provisions hereof.

Dispute Resolution; Arbitration. (a) At the option of Company or ExecutivePLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the fullest extent permitted by applicable law, any dispute, controversy or question dispute arising under, based on out of or relating in any way to this AgreementContract or a similar prior contract, the Premises, or any breach or failure the relationship between Resident and Landlord and its affiliates (including matters occurring prior to comply the date of this Contract and disputes with the terms hereof third parties) (each a collectively, “DisputeClaims”), shall ) will be finally and exclusively resolved by binding arbitration, including any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration administered by will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (Association. Should the “AAA Rules”). Unless otherwise agreed by the Partiesbe unavailable, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties unable or unwilling to accept and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for administer the arbitration of any Disputeclaim under these arbitration provisions as written, waives any objection the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to the venue Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of such the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, and agrees that service including the Arbitration Rules, is available at ▇▇▇.▇▇▇.▇▇▇ or by calling ▇-▇▇▇-▇▇▇-▇▇▇▇. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of process and other notices, pleadings and documents the state in any arbitration which the Facility is located: (a) an action for possession or proceeding hereunder may be delivered for injunctive remedies provided under applicable landlord-tenant laws or to a Party in accordance with the provisions governing “Notices” in this Agreement. enforce intellectual property rights; (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing suit by Landlord or its assignee for collection of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties amounts owed by Resident under this Contract; and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the Parties so agree in writingunenforceable provision shall be severed, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the remaining arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator terms shall be in writing and shall set forth detailed reasoning for enforced, except that if the award. Discovery shall be conducted expeditiouslyclass action waiver above is found unenforceable, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be finalentire arbitration agreement is void, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may bejury waiver provision.

Dispute Resolution; Arbitration. (a) At This paragraph concerns the option resolution of any controversies or claims between the Company and the Executive (except for claims arising under Section 9), whether arising in contract, tort or Executiveby statute, and including but not limited to the extent permitted by applicable lawcontroversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any dispute, controversy or question arising under, based on or relating document related to this Agreement, or any breach or failure to comply with the terms hereof ; (each collectively a “DisputeClaim”). (b) At the request of the Company or the Executive, any Claim shall be finally and exclusively resolved by binding arbitration administered arbitration. The Company will pay the filing fees and arbitrator fees. The prevailing party to be awarded fees and costs. (c) Arbitration proceedings will be conducted by the American Arbitration Association or any successor thereof (“AAA”) under its Commercial Arbitration Rules (), and the “AAA Rules”)terms of this paragraph. Unless otherwise agreed by In the Parties, arbitration event of any Dispute inconsistency, the terms of this paragraph shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Partiescontrol. (d) The decision or arbitration shall be administered by AAA under employment rules and conducted in Florida. All Claims shall be determined by one arbitrator. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator arbitrator(s) shall be in writing and issued within 30 days of the close of the hearing. However, the arbitrator, upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall set forth detailed reasoning provide a concise written statement of reasons for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or The arbitration award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in submitted to any court having jurisdiction or application may to be made confirmed and enforced. (e) The arbitrator(s) will have the authority to such court for a judicial acceptance decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award and/or an order legal fees pursuant to the terms of enforcementthis Agreement. (f) By agreeing to binding arbitration, as the case parties irrevocably and voluntarily waive any right they may behave to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement.

Dispute Resolution; Arbitration. (a) At Executive and the option of Company or Executive, and to Corporation agree that in the extent permitted by applicable law, any dispute, controversy or question arising under, based on event a dispute arises concerning or relating to Executive’s employment with the Corporation or regarding the terms of this Agreement, or any breach or failure the parties first shall attempt in good faith to comply with the terms hereof (each resolve such dispute through mediation. If a “Dispute”)resolution through mediation is not reached, then such dispute shall be finally and exclusively resolved by submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing employment arbitration rules of Judicial Arbitration and Mediation Services (“Notices” JAMS”) by a single impartial arbitrator experienced in this Agreement. (b) If the Parties are unable employment law selected as follows: Corporation and Executive will attempt in good faith to agree upon a neutral impartial arbitrator within thirty (30) days after of a Party notifies request for arbitration. If the other Party parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in writing of its intent Denver, Colorado, and both Executive and the Corporation agree to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge jurisdiction of the Superior Court of any county arbitrator selected in the State of California for the appointment of a neutral arbitrator to hear the Parties accordance with JAMS’ rules and settle the Dispute procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., (“FAA”) and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writingnot state law, and subject to the consent of the single arbitrator, hearings and proceedings conducted in shall govern the arbitration of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as is necessary for a fair resolution of the dispute. The arbitrator shall also have the authority to award any Dispute hereunder and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, as if the matter were being decided in court. The arbitrator may be conducted remotely by secure video conferencing technology that is acceptable award punitive damages, if and only to the Parties. (d) The decision or award extent allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the Americans with Disabilities Act of 1990, as amended; and the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in writing and shall set forth detailed reasoning for the award. Discovery any arbitration shall be conducted expeditiouslyentitled to receive reasonable attorneys’ fees, bearing only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in mind court. The arbitrator’s decision and award shall be final and binding, as to all claims that were or could have been raised in the objective of limiting discovery arbitration, and expediting judgment upon the decision or award of rendered by the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in by any court having jurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and the Corporation will pay any arbitrator fees and expenses in excess of such amount. The Corporation will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or application may awards there under, shall remain confidential and be made subject to the Confidentiality provision of this Agreement. Executive and the Corporation agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such court for invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that the Corporation would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial acceptance action asserting Claims subject to this Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the award party filing the initial judicial action shall pay the other party’s costs and expenses incurred in seeking such stay and/or an order of enforcementcompelling arbitration, as the case may beincluding reasonable attorneys’ fees. THE CORPORATION AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS SECTION 21 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF FOR A BREACH OF ANY OF THE COVENANTS CONTAINED IN SECTION 6.

Dispute Resolution; Arbitration. (a) At the option of Company or ExecutivePLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the fullest extent permitted by applicable law, any dispute, controversy or question dispute arising under, based on out of or relating in any way to this AgreementContract or a similar prior contract, the Premises, or any breach or failure the relationship between Resident and Landlord and its affiliates (including matters occurring prior to comply the date of this Contract and disputes with the terms hereof third parties) (each a collectively, “DisputeClaims”), shall ) will be finally and exclusively resolved by binding arbitration, including any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration administered by will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (Association. Should the “AAA Rules”). Unless otherwise agreed by the Partiesbe unavailable, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties unable or unwilling to accept and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for administer the arbitration of any Disputeclaim under these arbitration provisions as written, waives any objection the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to the venue Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of such the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, and agrees that service including the Arbitration Rules, is available at ▇▇▇.▇▇▇.▇▇▇ or by calling ▇-▇▇▇-▇▇▇-▇▇▇▇. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of process and other notices, pleadings and documents the state in any arbitration which the Facility is located: (a) an action for possession or proceeding hereunder may be delivered for injunctive remedies provided under applicable landlord-tenant laws or to a Party in accordance with the provisions governing “Notices” in this Agreement. enforce intellectual property rights; (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing suit by Landlord or its assignee for collection of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties amounts owed by Resident under this Contract; and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, RESIDENT AND LANDLORD HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. Resident can decline this arbitration agreement by timely writing to ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the Parties so agree in writingunenforceable provision shall be severed, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the remaining arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator terms shall be in writing and shall set forth detailed reasoning for enforced, except that if the award. Discovery shall be conducted expeditiouslyclass action waiver above is found unenforceable, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be finalentire arbitration agreement is void, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may bejury waiver provision.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and The parties will use good faith efforts to the extent permitted by applicable law, resolve any dispute, controversy or question claim arising under, based on out of or relating to this AgreementAgreement or the breach thereof, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party first in accordance with the provisions governing “Notices” in Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of this Agreement. (b) If If, despite their good faith efforts, the Parties parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies resolve such controversy or claim through the other Party Company’s internal review procedures, then such controversy or claim will be resolved by arbitration in writing of its intent to submit a Dispute to arbitration▇▇▇▇ County, either Party may apply to AAA for Illinois, in accordance with the appointment of an arbitrator or, if AAA is not rules then in existence or declines to act, either Party may apply to the Presiding Judge applicable of the Superior Court of any county in American Arbitration Association (the State of California for “AAA”) (provided that the appointment of a neutral Company will pay the filing fee and all AAA hearing fees, arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writingexpenses, and subject to the consent administrative and other fees of the single arbitratorAAA associated with any such arbitration), hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce judgment upon the award of rendered by the arbitrator. Judgment upon an award rendered pursuant to such arbitration arbitrator(s) may be entered in any court having jurisdiction thereof. For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or application any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted under this Section 14 shall be private, and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, and be final and binding upon the disputing parties, and the parties agree that judgment upon the award may be made entered by any court of competent jurisdiction. This Section 14 is subject to such court for the Federal Arbitration Act. (c) Notwithstanding the other terms of this Section 14, either party may make a timely application for, and obtain, judicial acceptance emergency or temporary injunctive relief to enforce any of the provisions of Section 14; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 14. (d) By entering into this Agreement and entering into the arbitration provisions of this Section 14, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (e) Nothing in this Section 14 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 14 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency. (f) Further, notwithstanding anything in this Section 14, to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such dispute, controversy or claim shall be governed by the dispute resolution provisions set forth in the applicable equity-based incentive award and/or an order of enforcement, as the case may be.documentation.2

Dispute Resolution; Arbitration. (a) At In the option event dispute arises, it shall first be referred to senior management of Company or Executive, and each company. If senior management cannot resolve the dispute within 10 Business Days then the parties shall follow the terms of subsection (b). (b) Any dispute not otherwise resolved hereunder may be submitted for arbitration hereunder by either Party delivering to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to this Agreement, or any breach or failure to comply other a notice demanding arbitration of the dispute in accordance with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding commercial arbitration administered by rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center then in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreementeffect. (bc) If the Parties are unable to agree upon a neutral arbitrator Each Party shall, within thirty (30) days after a Party notifies of delivery of the other Party in writing of its intent to submit a Dispute to notice demanding arbitration, either Party may apply to AAA for the appointment of select an arbitrator or(each, if AAA is not then in existence or declines to acta “Party Arbitrator”). The Party Arbitrators shall select, either Party may apply to within ten (10) days, a third neutral arbitrator, who shall serve as the Presiding Judge Chairman (“Chairman”) of the Superior Court arbitration panel. In the absence of any county in agreement between the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent Party Arbitrators on selection of the single third arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may third arbitrator shall be conducted remotely selected by secure video conferencing technology that is acceptable to the PartiesAAA. (d) The decision No arbitrator may have a direct or award indirect interest in either Party or the subject of the arbitrator arbitration, PROVIDED HOWEVER that each Party may communicate ex parte with their respective Party Arbitrator, but not the Chairman of the arbitration panel. (e) The place of the arbitration shall be at a location as mutually agreed to by the Parties at a site chosen by the arbitration panel or, in the absence of agreement among the panel, by the Chairman. (f) The arbitration panel shall determine the rules of procedure or, in the absence of agreement among the panel, the Federal Rules of Civil Procedure shall govern the procedure for discovery as well as presentation of the evidence. In any event, the arbitration panel or, in the absence of agreement among the panel, the Chairman shall have the right to impose reasonable restrictions on the taking of discovery, including limitations on the number of and length of depositions of witnesses. (g) The arbitration panel shall begin hearing evidence within ninety (90) days of selection of the Chairman, unless extended for a reasonable period upon agreement among the arbitration panel, or in the absence of agreement among the panel, by the Chairman. The arbitration panel shall render its decision in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award within thirty (30) days of the arbitrator at the most reasonable cost and expense to the Parties. The decision close of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitratorevidence. Judgment upon an the award rendered pursuant to such by the arbitration panel may be entered in by any court having jurisdiction jurisdiction. (h) During the course of the arbitration, each Party shall pay its own expenses, but the arbitration panel, in its final award, may award costs and expenses, including reasonable attorneys’ fees, to the prevailing party if the panel determines that such an award is appropriate, PROVIDED HOWEVER that the arbitration panel shall in no way exceed in its award the limits, if any, on damages afforded by New York law or application may be made to such court the provisions of this Agreement, particularly Article XII. (i) The Parties shall continue performance of their obligations under this Agreement during the course of any dispute hereunder except for a judicial acceptance of dispute in which a Party is seeking to terminate the award and/or an order of enforcement, as the case may beAgreement.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and The parties will use good faith efforts to the extent permitted by applicable law, resolve any dispute, controversy or question claim arising under, based on out of or relating to this AgreementAgreement or the breach thereof, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party first in accordance with the provisions governing “Notices” in Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of this Agreement. (b) If If, despite their good faith efforts, the Parties parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies resolve such controversy or claim through the other Party Company’s internal review procedures, then such controversy or claim will be resolved by arbitration in writing of its intent to submit a Dispute to arbitrationManhattan, either Party may apply to AAA for New York, in accordance with the appointment of an arbitrator or, if AAA is not rules then in existence or declines to act, either Party may apply to the Presiding Judge applicable of the Superior Court of any county in American Arbitration Association (the State of California for “AAA”) (provided that the appointment of a neutral Company will pay the filing fee and all AAA hearing fees, arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writingexpenses, and subject to the consent administrative and other fees of the single arbitratorAAA associated with any such arbitration), hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce judgment upon the award of rendered by the arbitrator. Judgment upon an award rendered pursuant to such arbitration arbitrator(s) may be entered in any court having jurisdiction thereof. For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or application any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted under this Section 15 shall be private, and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be made entered by any court of competent jurisdiction. This Section 15 is subject to such court for the Federal Arbitration Act. (c) Notwithstanding the other terms of this Section 15, either party may make a timely application for, and obtain, judicial acceptance emergency or temporary injunctive relief to enforce any of the provisions of Section 15; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 15. (d) By entering into this Agreement and entering into the arbitration provisions of this Section 15, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (e) Nothing in this Section 15 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 15 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency. (f) Further, notwithstanding anything in this Section 15, to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such dispute, controversy or claim shall be governed by the dispute resolution provisions set forth in the applicable equity-based incentive award and/or an order of enforcement, as the case may be.documentation.1

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Any Dispute shall be conducted before a single arbitrator selected by the Parties resolved solely and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party exclusively in accordance with the provisions governing “Notices” this GTC Section XIII. The Parties shall attempt in this Agreement. (b) If the Parties are unable good faith to agree upon a neutral arbitrator settle any Dispute by mutual discussions within thirty (30) days after a the date that one Party notifies gives written notice to the other Party of such Dispute. If the Dispute is not resolved within such thirty (30) day period, or such longer period that may subsequently be agreed to in writing of its intent to submit a by the Parties, the Parties may cause the Dispute to be finally settled by arbitration in accordance with GTC Section XIII(b). (b) THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) in accordance with the commercial arbitration rules of the AAA in effect at the time of the arbitration, either except as may be modified herein or by mutual agreement of the Parties. The seat of the arbitration shall be in Houston, Texas. The arbitration shall be conducted by three arbitrators. The Party may apply to AAA initiating arbitration (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”). The other Party (the “Respondent”) shall appoint an arbitrator within [***] days of receipt of the Request and shall notify the Claimant of such appointment in writing. The first two arbitrators appointed in accordance with this GTC Section XIII(b) shall appoint a third arbitrator within [***] days after the Respondent has notified the Claimant of the appointment of an the Respondent’s arbitrator. When the third arbitrator orhas accepted the appointment, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge two arbitrators making the appointment shall notify the Parties of the Superior Court of any county in appointment. If the State of California for the appointment of first two arbitrators fail to appoint a neutral third party arbitrator or to hear notify the Parties within the time period described above, then the AAA shall appoint the third arbitrator and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If shall promptly notify the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) appointment. The decision or award third arbitrator shall act as chair of the arbitrator tribunal. The arbitral award shall be in writing and shall set forth detailed reasoning for be accompanied by a statement of reasons upon which the awardaward is based. Discovery shall The award will be conducted expeditiously, bearing in mind the objective of limiting discovery final and expediting the decision or award of the arbitrator at the most reasonable cost and expense to binding upon the Parties. The decision award may include an award of the arbitrator shall be finalcosts, conclusive including reasonable attorneys’ fees and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce disbursements. judgment upon the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in by any court having jurisdiction or application may be made to such court for a judicial acceptance thereof. Without an express award of costs by the tribunal, the costs of the award and/or an order of enforcementarbitration shall be shared equally by the Claimant and Respondent. (c) THIS AGREEMENT AND ANY DISPUTE INVOLVING THIS AGREEMENT, as the case may beINCLUDING ANY DISPUTE BY OR BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS.

Dispute Resolution; Arbitration. (a) At the option of Company or ExecutivePLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the fullest extent permitted by applicable law, any dispute, controversy or question dispute arising under, based on out of or relating in any way to this AgreementContract or a similar prior contract, the Premises, or any breach or failure the relationship between Resident and Landlord and its affiliates (including matters occurring prior to comply the date of this Contract and disputes with the terms hereof third parties) (each a collectively, “DisputeClaims”), shall ) will be finally and exclusively resolved by binding arbitration, including any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims , including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration administered by will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (Association. Should the “AAA Rules”). Unless otherwise agreed by the Partiesbe unavailable, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties unable or unwilling to accept and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for administer the arbitration of any Disputeclaim under these arbitration provisions as written, waives any objection the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to the venue Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of such the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, and agrees that service including the Arbitration Rules, is available at ▇▇▇.▇▇▇.▇▇▇ or by calling ▇-▇▇▇-▇▇▇-▇▇▇▇. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of process and other notices, pleadings and documents the state in any arbitration which the Facility is located: (a) an action for possession or proceeding hereunder may be delivered for injunctive remedies provided under applicable landlord-tenant laws or to a Party in accordance with the provisions governing “Notices” in this Agreement. enforce intellectual property rights; (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing suit by Landlord or its assignee for collection of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties amounts owed by Resident under this Contract; and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON- REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, RESIDENT AND LANDLORD HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. Resident can decline this arbitration agreement by timely writing to ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the Parties so agree in writingunenforceable provision shall be severed, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the remaining arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator terms shall be in writing and shall set forth detailed reasoning for enforced, except that if the award. Discovery shall be conducted expeditiouslyclass action waiver above is found unenforceable, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be finalentire arbitration agreement is void, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may bejury waiver provision.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and to the extent permitted by applicable law, any Any dispute, controversy or question claim arising under, based on out of or relating to this Agreement, Agreement or any breach contract or failure to comply with agreement entered into pursuant hereto or the performance by the parties of its or their terms hereof (each a “Dispute”), shall be finally and exclusively resolved settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center held in Los AngelesSonoma, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service ("JAMS") in effect at the time the request for arbitration is submitted, except as specifically otherwise provided in this Section 9. Notwithstanding the foregoing, Monterey may, in its discretion, apply to a court of competent jurisdiction for equitable relief from any violation or threatened violation of the covenants of Employee under Section 5 of this Agreement. (b) If the Parties are unable to agree upon a . One neutral arbitrator shall hear the matter. The arbitrator shall allow such discovery as the arbitrator determines appropriate under the circumstances and shall resolve the dispute as expeditiously as practicable, and if reasonably practicable, within thirty (30) 120 days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge selection of the Superior Court arbitrator. The arbitrator shall give the parties written notice of any county in the State of California for decision, with the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writingreasons therefor set out, and subject shall have 30 days thereafter to reconsider and modify such decision if any party so requests within 10 days after the consent of decision. Thereafter, the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive binding, and binding on nonappealable with respect to all persons, including (without limitation) persons who have failed or refused to participate in the Parties arbitration process. The arbitrator shall have authority to award relief under legal or equitable principles, including interim or preliminary relief, and no action at law or to allocate responsibility for the costs of the arbitration and to award recovery of attorney's fees and expenses in equity shall such manner as is determined to be instituted or, if instituted, prosecuted appropriate by either Party other than to enforce the award of the arbitrator. Judgment upon an the award rendered pursuant to such arbitration by the arbitrator may be entered in any court having in personam and subject matter jurisdiction. The Company and Employee hereby submit to the in personam jurisdiction of the Federal and State courts in Sonoma County, California, for the purpose of confirming any such award and entering judgment thereon. All proceedings under this Section, and all evidence given or application discovered pursuant hereto, shall be maintained in confidence by all parties. The fact that the dispute resolution procedures specified in this Section 9 shall have been or may be made invoked shall not excuse any party from performing its obligations under this Agreement and during the pendency of any such procedure all parties shall continue to such court for a judicial acceptance of the award and/or an order of enforcementperform their respective obligations in good faith, as the case subject to any rights to terminate this Agreement that may bebe available to any party.

Dispute Resolution; Arbitration. The procedures for dispute resolution under this Agreement ("Alternate Dispute Resolution") shall be as follows: (a) At Except as otherwise provided in Section 7.18, the option parties agree that any controversy or claim arising out of Company or Executive, and relating to this Agreement or the breach hereof that cannot be settled by agreement of the parties within 30 days shall first be submitted to the extent permitted Board of Governors of the General Partner for consideration. If the controversy or claim cannot be settled by applicable lawunanimous vote of such Board of Governors (as defined in the Limited Liability Company Agreement) within an additional 30 days, it shall be subject to arbitration as described in Section 12.9(b) below ("Alternate Dispute Resolution"). (b) Except as provided above in Section 7.18 or Section 12.9(a), any dispute, controversy or question claim arising under, based on out of or relating to this Agreement, or the breach hereof, (or, except as otherwise provided therein, relating to any of the Partnership Agreement, the Limited Liability Company Agreement or any of the Ancillary Agreements, or the breach or failure to comply with the terms hereof (each a “Dispute”), thereof) shall be finally and exclusively resolved settled by binding arbitration administered by the American Arbitration Association JAMS/Endispute, Inc. (“AAA”"JAMS") under its the Commercial Arbitration Rules (of the “AAA Rules”)American Arbitration Association. Unless otherwise agreed by the Parties, The arbitration of any Dispute proceedings shall be conducted before a single arbitrator selected by the Parties and the forum and venue in Memphis, Tennessee. Any dispute submitted for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angelesreferred to a panel of three arbitrators. The party or parties submitting the intention to arbitrate (the "Demand") shall nominate one arbitrator, Californiawho shall be independent of the party or parties nominating him. Each Party hereby submits The party or parties required to AAA answer the Demand shall nominate one arbitrator, who shall be independent of the party or parties nominating him. If the arbitrator chosen by the party or parties submitting the Demand and the selected forum for arbitrator chosen by the arbitration of any Dispute, waives any objection to party or parties answering the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to Demand can agree upon a neutral arbitrator within thirty (30) seven days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply submission to the Presiding Judge JAMS of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject answer to the consent of Demand, then such individual shall serve as the single third arbitrator. If no such agreement is reached, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the third arbitrator shall be in writing and shall set forth detailed reasoning for appointed by the awardJAMS. Discovery The arbitration award shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive final and binding on the Parties parties and no action at law or in equity shall be instituted or, if instituted, prosecuted enforced in accordance with its terms. The arbitration award shall be enforceable by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of over the party against which the award and/or an order of enforcement, as the case may behas been rendered.

Dispute Resolution; Arbitration. (a) At In the option event of Company or Executivea dispute between the parties hereto, and such parties agree to submit the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating matter to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by to be conducted under the auspices of the American Arbitration Association (“hereinafter referred to as "AAA”"). (a) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute The dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party resolved in accordance with the provisions governing “Notices” Commercial Arbitration Rules in this Agreementeffect for AAA, which form of rules pertaining on the date of the demand for arbitration shall apply and govern the arbitration proceeding. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county The arbitration shall be held in the State of California for Delaware, at such place as shall be designated by the appointment of a neutral arbitrator to hear arbitrator. Delaware law, both substantive and procedural, shall govern the Parties and settle the Dispute and such Judge is hereby authorized to make such appointmentproceedings. (c) If All procedural rules for arbitration shall be strictly followed in resolving disputes under this Agreement, whether by the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted or by a court of competent jurisdiction in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Partiesenforcing such provisions. (d) The decision or award dispute shall be resolved by a single arbitrator. The arbitrator shall be a member of the Delaware State Bar, actively engaged in the practice of law for at least ten (10) years, with expertise in the process of deciding disputes and/or interpreting contracts (in the particular field of law involving the subject controversy). If the parties cannot agree on an arbitrator after having been presented with three (3) lists of potential candidates by AAA, AAA shall select an arbitrator from among its commercial arbitration panel members who are retired Delaware judges. (e) The parties may resort to the courts for injunctive relief pending arbitration, without thereby waiving arbitration. (f) The arbitration shall be conducted in the English language in Delaware, according to the rules of evidence contained in Delaware law. (g) In rendering the award, the arbitrator shall be in writing determine the rights and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award obligations of the arbitrator at the most reasonable cost and expense parties according to the Partiessubstantive and procedural laws of Delaware, as though the arbitrator was a court of competent jurisdiction in Delaware. (h) The award must be accompanied by a written statement of decision. The decision of the arbitrator shall award will be final, conclusive final and binding in the absence of manifest mistake or fraud. Judgment on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may of competent jurisdiction, (i) The arbitrator shall have the discretion to order a prehearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, an examination by deposition of parties and third-party witnesses. (j) Any prevailing party is entitled to recover costs (and expenses) which shall include reasonable attorney's fees as well as the fees and expenses of the arbitrators and the administrative fees of AAA. A "prevailing party" shall be made to such court for a judicial acceptance party in whose favor any portion of the award and/or is rendered and that is determined by the arbitrator to be the prevailing party. (k) The arbitrator shall have the authority to employ the law and motion process and to award any remedy or relief that a court of the State of Delaware could order or grant, including, without limitation, rescission, specific performance of any obligation created under the agreement, the awarding of punitive damages, the issuance of an order injunction, or the imposition of enforcementsanctions for abuse or frustration of the arbitration or judicial process. (1) The issue of fraud in the inducement of a contract containing an arbitration clause, such as this contract, may be decided by the case may bearbitrator and not by the court, unless it is alleged that fraud permeated the entire contract.

Dispute Resolution; Arbitration. Any claim or controversy between the Parties that arises out of this Agreement or breach thereof (a) At the option of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), ) shall be finally resolved in accordance with the procedures specified in this Section 15.9, which shall be the sole and exclusively exclusive procedures for the resolution of any such Disputes (except for disputes relating to the Build-Out which shall initially be addressed through the procedure set forth in Section 2.3 and shall follow the procedure set forth herein when such dispute is escalated to the Chief Executive Officer of each Party). The Parties shall first attempt in good faith to resolve any Dispute promptly by negotiations between the Chief Executive Officer of each Party. Any Dispute that has not been resolved by negotiation as provided in the foregoing sentence within [**] after escalation to the Chief Executive Officer of each Party (which escalation shall be documented in writing) will be resolved by binding arbitration, unless the Parties mutually agree to an extended period of negotiation. The arbitration administered will be conducted by one arbitrator, who will be appointed pursuant to the agreement of the Parties within [**] after filing, or if the Parties are unable to agree on an arbitrator within [**] after filing, pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the PartiesThe arbitration will be held in New York, arbitration of any Dispute shall New York and will be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” Commercial Arbitration Rules and Mediation Procedures of the AAA, except that the rules set forth in this Agreement. (b) If Section 15.9 will govern such arbitration to the Parties are unable extent they conflict with the rules of the Commercial Arbitration Rules and Mediation Procedures of the AAA. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within [**] after filing and awards rendered within [**] after filing. The arbitrator shall agree to agree upon a neutral these limits prior to accepting appointment. In the arbitration, Massachusetts law will govern, except to the extent that those laws conflict with the Commercial Arbitration Rules and Mediation Procedures of the AAA and the provisions of this Section 15.9. The disclosure rules provided for in the AAA Commercial Arbitration Rules shall govern. The arbitrator within thirty (30) days after shall not award damages in any arbitration initiated under this Section 15.9 that conflict with the limitations set forth in Article 13. The arbitrator may award to the prevailing Party, if any, as determined by the arbitrator, all of their costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and reasonable attorneys’ fees. Except as may be required by law or regulation, neither a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of nor an arbitrator ormay disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. In the event a person fails to comply with the procedures in any arbitration in a manner deemed material by the arbitrator, the arbitrator will fix a reasonable period of time for compliance and, if AAA is the person does not then in existence or declines to actcomply within said period, either Party may apply to a remedy deemed just by the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration including an award of any Dispute hereunder default, may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) imposed. The decision or award determination of the arbitrator shall will be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive final and binding on the Parties Translate Bio and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitratorAMRI. Judgment upon an the award rendered pursuant to such arbitration by the arbitrator may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may bethereof.

Dispute Resolution; Arbitration. (a) At The parties agree to use every reasonable effort to settle any dispute or disagreement between them relative to this agreement by amicable means and not to resort to legal action unless and until the option parties have in good faith attempted to settle such dispute or disagreement. If this method of Company or Executive, and resolution should have proved to the extent permitted by applicable lawbe impracticable, any dispute, controversy or question claim arising under, based on out of or relating to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), agreement shall be submitted to and be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”)arbitration. Unless otherwise agreed by the Partiesparties interested mutually agree on a different method of arbitration, then any interested party may submit the matter to arbitration of any Dispute shall be conducted before a single with one arbitrator selected by the Parties each party and the forum and venue for such arbitration two arbitrators thus selected shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for select a neutral arbitrator who shall preside over the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may which will be delivered to a Party conducted in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge Commercial Arbitration Rules of the Superior Court American Arbitration Association, the Virginia Arbitration Act, or such other rules and procedures agreed upon by a majority of the arbitrators. The arbitrators may employ such experts as they deem necessary and hear evidence from any county party in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent discretion of the single arbitrator, hearings arbitrators. The determination by a majority of the arbitrators shall be binding on all parties for all purposes and proceedings conducted in a judgment on the arbitration of any Dispute hereunder award may be conducted remotely entered by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award any court of the competent jurisdiction. Costs of each designated arbitrator shall be in writing paid by the designating party and shall set forth detailed reasoning all other costs for the award. Discovery a neutral arbitrator, experts and expenses incurred shall be conducted expeditiously, bearing divided equally between the parties in mind accordance with the objective of limiting discovery and expediting the decision or award Commercial Arbitration Rules of the arbitrator at American Arbitration Association. The arbitration shall take place in a neutral location, and, except as otherwise provided herein, the most reasonable cost provisions of the Virginia Uniform Arbitration Act shall apply. The arbitrators may employ the service of such accountants and expense agents as they may deem necessary. Interested parties may present to the Partiesarbitrators such evidence as they may deem appropriate. The decision determination of a majority of the arbitrator arbitrators shall be final, conclusive final and binding on upon all persons for all purposes. Each party shall bear the Parties expenses of its or his attorney and no action at law the expenses of its or in equity shall be instituted orhis proof, if instituted, prosecuted by either Party other than to enforce the award of the arbitratorany. Judgment upon an the award rendered pursuant to such arbitration by the arbitrators may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may becompetent jurisdiction.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and The parties will use good faith efforts to the extent permitted by applicable law, resolve any dispute, controversy or question claim arising under, based on out of or relating to this AgreementAgreement or the breach thereof, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party first in accordance with the provisions governing “Notices” in Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of this Agreement. (b) If If, despite their good faith efforts, the Parties parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies resolve such controversy or claim through the other Party Company’s internal review procedures, then such controversy or claim will be resolved by arbitration in writing of its intent to submit a Dispute to arbitrationManhattan, either Party may apply to AAA for New York, in accordance with the appointment of an arbitrator or, if AAA is not rules then in existence or declines to act, either Party may apply to the Presiding Judge applicable of the Superior Court of any county in American Arbitration Association (the State of California for “AAA”) (provided that the appointment of a neutral Company will pay the filing fee and all AAA hearing fees, arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writingexpenses, and subject to the consent administrative and other fees of the single arbitratorAAA associated with any such arbitration), hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce judgment upon the award of rendered by the arbitrator. Judgment upon an award rendered pursuant to such arbitration arbitrator(s) may be entered in any court having jurisdiction thereof. For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or application any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted under this Section 14 shall be private, and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be made entered by any court of competent jurisdiction. This Section 14 is subject to such court for the Federal Arbitration Act. (c) Notwithstanding the other terms of this Section 14, either party may make a timely application for, and obtain, judicial acceptance emergency or temporary injunctive relief to enforce any of the provisions of Section 14; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 14. (d) By entering into this Agreement and entering into the arbitration provisions of this Section 14, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (e) Nothing in this Section 14 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 14 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency. (f) Further, notwithstanding anything in this Section 14, to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such dispute, controversy or claim shall be governed by the dispute resolution provisions set forth in the applicable equity-based incentive award and/or an order of enforcement, as the case may bedocumentation.

Dispute Resolution; Arbitration. (a) At the option of Company or ExecutiveThe parties will act in good faith and use commercially reasonable efforts to promptly resolve any claim, and to the extent permitted by applicable lawdispute, any disputeclaim, controversy or question arising under, based on or relating to this Agreement, or any breach or failure to comply with the terms hereof disagreement (each a “Dispute”) between the parties or any of their respective successors and assigns under this Agreement (other than with respect to the documents evidencing or securing the Acquisition Financing). If the parties cannot resolve the Dispute within a reasonable time frame (not to exceed 10 days from the date one party provides written notice thereof to the each other party in such Dispute), shall the Dispute will be finally and exclusively resolved by binding submitted to arbitration administered conducted by the American Arbitration Association (“AAA”) under its in New York, New York and will be initiated and conducted in accordance with the Commercial Arbitration Rules (the “AAA Commercial Rules”) of the AAA, as such rules will be in effect on the date of delivery of a demand for arbitration (“Demand”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection except to the venue of extent that such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance rules are inconsistent with the provisions governing “Notices” set forth herein. Notwithstanding the foregoing, the parties may agree in this Agreementgood faith that the AAA rules and procedures will not apply in order to promote the efficient arbitration of Disputes where the nature of the Dispute, including without limitation the amount in controversy, does not justify the application of such procedures. (b) The arbitration panel will consist of three arbitrators. Each party will name an arbitrator within ten (10) days after the delivery of the Demand. The two arbitrators named by the parties may have prior relationships with the naming party, which in a judicial setting would be considered a conflict of interest. The third arbitrator, selected by the first two, should be a neutral participant, with no prior working relationship with either party. If the Parties two arbitrators are unable to agree upon select a third arbitrator within ten (10) days, a third neutral arbitrator within thirty (30) days will be appointed by the AAA from the panel of commercial arbitrators. If a vacancy in the arbitration panel occurs after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitrationhearings have commenced, either Party the remaining arbitrator or arbitrators may apply to AAA for not continue with the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge hearing and determination of the Superior Court controversy, unless the parties agree otherwise. The decision of any county in two (2) arbitrators shall be binding on the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointmentpanel. (c) If The laws of the Parties so agree in writing, and subject State of Delaware will govern the arbitrability of all Disputes. The arbitrators will allow such discovery as is appropriate to the consent purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the single arbitrator, hearings Disputes. The arbitrators will reference New York Rules of Civil Procedure then in effect in setting the scope and proceedings conducted timing of discovery. The New York Rules of Evidence will apply. The arbitrators may enter a default decision against any party who fails to participate in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Partiesproceedings. (d) The Any award by the arbitrators will be accompanied by a written decision or award setting forth the findings of fact and conclusions of law relied upon in reaching the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Partiesdecision. The decision of award rendered by the arbitrator shall arbitrators will be final, conclusive final and binding on upon the Parties parties, and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the judgment upon such award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in by any court having jurisdiction or application of competent jurisdiction. The parties agree that the existence, conduct and content of any arbitration will be kept confidential and no party will disclose to any person any information about such arbitration, except as may be made to required by law or by any governmental authority or for financial reporting purposes in each party's financial statements. (e) The non-prevailing party (as determined by the arbitrators) will pay the reasonable fees of each party's own outside attorneys, reasonable expenses of witnesses and all other reasonable expenses and costs in connection with the presentation of such court for a judicial acceptance party's case (collectively, “Attorneys' Fees”). The remaining costs of the award and/or an order arbitration, including without limitation, fees of enforcementthe arbitrators, as costs of records or transcripts and administrative fees (collectively, “Arbitration Costs”) will be born ratably by the case parties involved in the dispute in accordance with their Interests in the Partnership. Notwithstanding the foregoing, the arbitrators may bemodify the allocation of Arbitration Costs and Attorneys' Fees in those cases where fairness dictates a different allocation of Arbitration Costs between the parties.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on Matters in dispute under or relating to this AgreementAgreement shall, or any breach or failure unless settled pursuant to comply with the terms hereof (each a “Dispute”Section 8.12(b), be finally resolved by mandatory binding arbitration. The parties to any dispute resolved pursuant to this Section 8.12 shall be finally (i) the Purchaser, on the one hand, and exclusively resolved by (ii) and the Stockholders’ Agent, on behalf of all the Stockholders, on the other, except where a Stockholder is severally liable, then that Stockholder on the other hand as well. (b) The parties wish to encourage an informal mechanism for resolving disputes. If the parties are unable to agree upon a resolution of a dispute within 15 days of such dispute arising, either party to such dispute may notify the other party of an intention to further discuss such disputed matter. Within 15 days of receiving such notification, the parties to such dispute shall each appoint a representative knowledgeable on the topic at issue. If the representatives of the parties are unable to resolve the matter within 45 days of their appointment, then such of the parties to the dispute as are corporations shall each appoint a senior officer. If the senior officers of the parties are unable to resolve the matter at issue within a further 45 day period following their appointment, then either party to the dispute may refer the matter at issue to binding arbitration administered as provided elsewhere in this Section 8.12. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) Any unresolved controversy or claim arising out of or relating to this Agreement (or the facts and circumstances relating hereto) shall be submitted to binding arbitration by one arbitrator who is an attorney and mutually agreed upon by the parties, and if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules ), then by one arbitrator who is an attorney having reasonable experience in the software industry and in mergers and acquisitions transactions and who is chosen by the AAA (the “AAA RulesArbitrator”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such The arbitration shall be AAA’s Los Angeles Regional Center take place in Los AngelesNew York, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any DisputeNew York, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not rules then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writingeffect, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of judgment upon any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to in such arbitration will be binding and may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance thereof. Each party will bear its own costs in respect of any disputes arising under this Agreement. Each of the award and/or parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Eastern District of New York or any court of the State of New York having subject matter jurisdiction. (d) The Arbitrator shall proceed immediately to hear and determine the question in dispute. The Arbitrator shall determine the procedure to be followed in the arbitration. The Arbitrator shall communicate the decision, which shall be written and include findings of fact, not later than thirty (30) days after the close of argument in the arbitration, subject to any reasonable delay due to unforeseen circumstances. (e) Unless otherwise agreed by the parties, the costs incurred in connection with the arbitration and all other costs of the arbitration may, in the discretion of the Arbitrator, be awarded to the prevailing or most prevailing party as determined by the Arbitrator. (f) Nothing herein contained shall prevent either party from seeking an order injunction and any relief ancillary thereto from a court of enforcement, as the case may becompetent jurisdiction.

Dispute Resolution; Arbitration. (a) At This paragraph concerns the option resolution of any controversies or claims between the Company and the Executive (except for claims arising under Section 9), whether arising in contract, tort or Executiveby statute, and including but not limited to the extent permitted by applicable lawcontroversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any dispute, controversy or question arising under, based on or relating document related to this Agreement; (collectively a "Claim"). (b) At the request of the Company or the Executive, or any breach or failure to comply with the terms hereof (each a “Dispute”), Claim shall be finally and exclusively resolved by binding arbitration administered arbitration. The Company will pay the filing fees and arbitrator fees. The prevailing party to be awarded fees and costs. (c) Arbitration proceedings will be conducted by the American Arbitration Association or any successor thereof (“"AAA”) under its Commercial Arbitration Rules ("), and the “AAA Rules”)terms of this paragraph. Unless otherwise agreed by In the Parties, arbitration event of any Dispute inconsistency, the terms of this paragraph shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Partiescontrol. (d) The decision or arbitration shall be administered by AAA under employment rules and conducted in Florida. All Claims shall be determined by one arbitrator. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator arbitrator(s) shall be in writing and issued within 30 days of the close of the hearing. However, the arbitrator, upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall set forth detailed reasoning provide a concise written statement of reasons for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or The arbitration award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in submitted to any court having jurisdiction or application may to be made confirmed and enforced. (e) The arbitrator(s) will have the authority to such court for a judicial acceptance decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award and/or an order legal fees pursuant to the terms of enforcementthis Agreement. (f) By agreeing to binding arbitration, as the case parties irrevocably and voluntarily waive any right they may behave to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement.

Dispute Resolution; Arbitration. (a) At In the option event of Company or Executivea dispute between the parties hereto, and such parties agree to submit the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating matter to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by to be conducted under the auspices of the American Arbitration Association (“hereinafter referred to as "AAA”"). (a) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute The dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party resolved in accordance with the provisions governing “Notices” Commercial Arbitration Rules in this Agreementeffect for AAA, which form of rules pertaining on the date of the demand for arbitration shall apply and govern the arbitration proceeding. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county The arbitration shall be held in the State of California for Delaware, at such place as shall be designated by the appointment of a neutral arbitrator to hear arbitrator. Delaware law, both substantive and procedural, shall govern the Parties and settle the Dispute and such Judge is hereby authorized to make such appointmentproceedings. (c) If All procedural rules for arbitration shall be strictly followed in resolving disputes under this Agreement, whether by the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted or by a court of competent jurisdiction in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Partiesenforcing such provisions. (d) The decision or award dispute shall be resolved by a single arbitrator. The arbitrator shall be a member of the Delaware State Bar, actively engaged in the practice of law for at least ten (10) years, with expertise in the process of deciding disputes and/or interpreting contracts (in the particular field of law involving the subject controversy). If the parties cannot agree on an arbitrator after having been presented with three (3) lists of potential candidates by AAA, AAA shall select an arbitrator from among its commercial arbitration panel members who are retired Delaware judges. (e) The parties may resort to the courts for injunctive relief pending arbitration, without thereby waiving arbitration. (f) The arbitration shall be conducted in the English language in Delaware, according to the rules of evidence contained in Delaware law. (g) In rendering the award, the arbitrator shall be in writing determine the rights and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award obligations of the arbitrator at the most reasonable cost and expense parties according to the Partiessubstantive and procedural laws of Delaware, as though the arbitrator was a court of competent jurisdiction in Delaware. (h) The award must be accompanied by a written statement of decision. The decision of the arbitrator shall award will be final, conclusive final and binding in the absence of manifest mistake or fraud. Judgment on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may of competent jurisdiction. (i) The arbitrator shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, an examination by deposition of parties and third-party witnesses. (j) Any prevailing party is entitled to recover costs (and expenses) which shall include reasonable attorney's fees as well as the fees and expenses of the arbitrators and the administrative fees of AAA. A "prevailing party" shall be made to such court for a judicial acceptance party in whose favor any portion of the award and/or is rendered and that is determined by the arbitrator to be the prevailing party. (k) The arbitrator shall have the authority to employ the law and motion process and to award any remedy or relief that a court of the State of Delaware could order or grant, including, without limitation, rescission, specific performance of any obligation created under the agreement, the awarding of punitive damages, the issuance of an order injunction, or the imposition of enforcementsanctions for abuse or frustration of the arbitration or judicial process. (l) The issue of fraud in the inducement of a contract containing an arbitration clause, such as this contract, may be decided by the case may bearbitrator and not by the court, unless it is alleged that fraud permeated the entire contract.

Dispute Resolution; Arbitration. (a) At The Parties hereto shall be free to bring all differences of interpretation and disputes arising in connection with this Agreement to the option attention of Company or Executivethe other at any time without prejudicing their harmonious relationship and operations hereunder, and to the good offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, telephone or personal meeting under friendly and courteous circumstances. To the extent permitted by applicable law, any dispute, controversy differences with respect to or question arising under, based on or relating to this Agreement, or any breach or failure to comply with out of the terms hereof (each a “Dispute”), shall of this Agreement cannot be finally and exclusively resolved by binding arbitration administered by between the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party parties in accordance with the provisions governing “Notices” procedures set forth in this Agreement. the previous sentence, any party may deliver a written notice of disagreement (ba "Notice of Disagreement") to the other specifying with particularity the nature of the disagreement and the facts related thereto. Following delivery of a Notice of Disagreement, the parties shall attempt to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement. If the Parties are unable parties fail to agree upon reach a neutral arbitrator within thirty written agreement with respect to all such matters, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (30the "Disputed Matters") days after a Party notifies the other Party in writing of its intent shall be submitted to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of and reviewed by an arbitrator or(the "Arbitrator"), if AAA is not then who shall be appointed in existence or declines to act, either Party may apply to accordance with the Presiding Judge Commercial Rules of the Superior Court of any county American Arbitration Association. The Arbitrator shall act promptly (in no event to exceed twenty days) to resolve all Disputed Matters and shall issue a written decision resolving the State of California for the appointment of a neutral arbitrator disputed matters applying such reasonable and equitable principles (consistent with this Agreement and applicable law) as he or she deems appropriate. The Arbitrator's decision with respect to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator all Disputed Matters shall be in writing final and shall set forth detailed reasoning for binding upon the awardparties. Discovery The arbitration shall be conducted expeditiouslyin Cleveland, bearing Ohio in mind accordance with the objective Commercial Rules of limiting discovery the American Arbitration Association, and expediting the decision or award of such Arbitrator shall be final and binding upon the arbitrator at the most reasonable cost and expense parties. The Arbitrator shall issue a written decision with respect to the Partiesany disputes relating to any Notice of Disagreement submitted for arbitration. The decision of the arbitrator Arbitrator shall be final, conclusive final and binding on upon the Parties parties and no action at law or judgment in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to accordance with such arbitration decision may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of competent jurisdiction. The fees and expenses of the Arbitrator incurred in resolving the Disputed Matters shall be borne equally by Parent and Acquisition Sub on the one hand and by the Company and the Company Shareholders on the other hand. Notwithstanding the foregoing, the prevailing party in any arbitration will be entitled to an award of attorneys' fees and costs, and all costs of arbitration will be paid by the non-prevailing party. Parent and/or an order of enforcement, as Acquisition Sub shall be entitled to set off any amounts owing to them pursuant to the case may beforegoing against any amounts owed by them under the Notes.

Dispute Resolution; Arbitration. (a) At Executive and the option of Company or Executive, and to agree that in the extent permitted by applicable law, any dispute, controversy or question arising under, based on event a dispute arises concerning or relating to this AgreementExecutive’s employment with the Company, or any breach or failure termination therefrom, the parties first shall attempt in good faith to comply with the terms hereof (each resolve such dispute through mediation. If a “Dispute”)resolution through mediation is not reached, then such dispute shall be finally and exclusively resolved by submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing employment arbitration rules of Judicial Arbitration and Mediation Services (“Notices” JAMS”) by a single impartial arbitrator experienced in this Agreement. (b) If the Parties are unable employment law selected as follows: Company and Executive will attempt in good faith to agree upon a neutral impartial arbitrator within thirty (30) days after of a Party notifies request for arbitration. If the other Party parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in writing of its intent Denver, Colorado, and both Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq., (“FAA”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as is necessary for a Dispute fair resolution of the dispute. The arbitrator shall also have the authority to arbitrationaward any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, either Party as if the matter were being decided in court. The arbitrator may apply to AAA for the appointment of an arbitrator oraward punitive damages, if AAA is not then in existence or declines to act, either Party may apply and only to the Presiding Judge extent allowed by Title VII of the Superior Court Civil Rights Act of any county 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the State Americans with Disabilities Act of California for the appointment of a neutral arbitrator to hear the Parties 1990, as amended; and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in writing any arbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. Reimbursement of arbitration or legal fees and expenses under this Paragraph 11.13 shall set forth detailed reasoning be subject to the following: (a) such reimbursement shall be available to the Executive for the award. Discovery period during which this Agreement is enforceable; (b) no reimbursement provided during the Executive’s taxable year shall affect reimbursements provided in any other taxable year of the Executive; (c) reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (d) no reimbursement provided under this Paragraph 11.13 shall be conducted expeditiouslysubject to liquidation or exchange for another benefit. The arbitrator’s decision and award shall be final and binding, bearing as to all Claims that were or could have been raised in mind the objective of limiting discovery arbitration, and expediting judgment upon the decision or award of rendered by the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in by any court having jurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or application may awards there under, shall remain confidential and be made subject to the Confidentiality provision of this Agreement. Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such court for invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a judicial acceptance action asserting Claims subject to this Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the award party filing the initial judicial action shall pay the other party’s costs and expenses incurred in seeking such stay and/or an order of enforcementcompelling arbitration, as the case may beincluding reasonable attorneys’ fees. THE COMPANY AND EXECUTIVE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 11.13 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A CHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and to the extent permitted by applicable law, The parties agree that any dispute, claim, question or controversy between BOC, on the one hand, and any or question all of the other parties hereto, on the other hand, arising under, based on from or relating to this Letter Agreement, its construction, operation or any effect, or a breach thereof (the “Dispute(s)”) that cannot be resolved through good faith consultation and negotiation of BOC and such other party or failure parties within 30 days of the commencement of such consultation and negotiation (or the attempt by a party to comply with the terms hereof (each a “Dispute”), commence such consultation and negotiation) shall be finally and resolved exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by of JAMS, or its successor, in accordance with the Parties JAMS Comprehensive Arbitration Rules & Procedures in effect as of the date of this Letter Agreement and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center taking place in Los Angeles, California. Each Party hereby submits to AAA and The parties further agree that the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitrationarbitrator, and agrees that service not a court, will have exclusive jurisdiction to decide all questions of process arbitrability, including as to questions regarding the formation, validity and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with enforceability of this Letter Agreement and/or this Paragraph 16. Any judgment upon the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely award rendered by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction jurisdiction. Except as required by law, neither any party nor the arbitrator may disclose the existence, content, results or application may be made award of any arbitration without the prior written consent of all parties. The arbitrator will have no authority to such court for a judicial acceptance award punitive or other damages not measured by the prevailing party’s actual damages. Each party shall bear its own costs and expenses, including attorneys’ fees, and an equal share of the award and/or an order arbitrators’ and administrative fees of enforcementarbitration. The parties expressly waive the right to resolve any Dispute through any other means, as including by a jury trial. This dispute resolution provision cannot be modified except in a written agreement signed by all parties hereto with specific reference to this arbitration provision and the case may beintent to modify or amend it. THE PARTIES EACH UNDERSTAND AND AGREE THAT THE PARTIES ARE ELECTING TO RESOLVE ANY DISPUTE UNDER THIS LETTER AGREEMENT THROUGH ARBITRATION AND ARE WAIVING THEIR RIGHT TO A JURY TRIAL.

Dispute Resolution; Arbitration. (a) At the option This Agreement contains a pre-dispute arbitration clause, which requires that all claims arising out of Company transactions or Executiveactivities affecting Client’s account be resolved through arbitration. The parties acknowledge, understand, and agree that: • All parties to this Agreement are giving up the right to ▇▇▇ each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. To the extent permitted by applicable law, all controversies which may arise between Client, any disputeaffiliates of Client including but not limited to the Plan, controversy Broker Dealer, Registered Representative or question any of their affiliated companies concerning any transaction arising underout of or relat- ing to any account maintained by Client, based or the construction, performance, or breach of this or any other agreement among the parties whether entered into prior to, on or relating subsequent to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”)date hereto, shall be finally and exclusively resolved by binding submitted to arbitration administered by conducted under the American Arbitration Association Code of Arbitra- tion Procedure of the Financial Industry Regulatory Authority (“AAA”) under its Commercial Arbitration Rules (the “AAA RulesFINRA”). Unless otherwise agreed Arbitration must be commenced by service upon Broker Dealer or Representative of a written demand for arbitration or a written notice of intention to arbitrate. Any arbitration pursuant to this Agreement shall be governed by the Parties, arbitration FINRA Code of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, CaliforniaArbitration Procedure. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiouslyarbitrators, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision majority of the arbitrator them, shall be final, conclusive and binding judgment on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction of competent jurisdiction. A party’s ability to have a court reverse or application may be made modify an arbitration award is very limited. This arbitration provision shall not apply where prohibited by regulation or law. No person shall bring a putative or certified class action to such arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court for a judicial acceptance putative class action; or who is a member of a putative class action who has not opted out of the award and/or class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) Client/Plan is excluded from the class by the court. Such forbearance to enforce an order agreement to arbitrate shall not constitute a waiver of enforcement, as any rights under this Agreement except to the case may beextent stated herein.

Dispute Resolution; Arbitration. (a) At The parties shall use their best efforts to avoid the option occurrence of Company any claim or Executivedispute hereunder. In the event any claim, and to the extent permitted by applicable law, any dispute, controversy dispute or other matter in question arising under, based on or arises relating to this Agreement, the parties shall promptly refer the same to the general manager of EPOS and the general manager of Glencore, each of whom shall use reasonable efforts to achieve resolution thereof. Any claim, dispute or any breach other matter in question unresolved thirty (30) days after such referral may be resolved in accordance with subsection (b) below. (b) Any claim, dispute or failure controversy arising out of or relating to comply this Agreement and not resolved in accordance with the terms hereof (each a “Dispute”), shall provisions of Section 20.1shall be finally and exclusively resolved by submitted to binding arbitration administered by the American Arbitration Association (“"AAA”") under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Partiesfor arbitration in New York, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party NY in accordance with the provisions governing “Notices” AAA Rules for Arbitration then in this Agreement. (b) If effect. There shall be three arbitrators, with each party selecting one; the Parties are unable to agree upon a neutral third arbitrator, who shall be the chairman of the panel, shall be selected by the two party‑appointed arbitrators. The claimant shall name its arbitrator in the demand for arbitration and the responding party shall name its arbitrator within thirty (30) days after a Party notifies receipt of the other Party in writing of its intent to submit a Dispute to demand for arbitration, either Party may apply to AAA for . The third arbitrator shall be named within thirty 30 days after the appointment of an arbitrator or, if the second arbitrator. The AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be empowered to appoint any arbitrator not named in writing and accordance with the procedure herein. The arbitrators shall set forth detailed reasoning have no jurisdiction to consider claims for consequential damages or damages beyond the award. Discovery shall be conducted expeditiously, bearing limitations of liability contained in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Partiesthis Agreement. The decision of the arbitrator arbitrators shall be final, conclusive final and binding on upon the Parties and no action at law or in equity parties without the right of appeal to the courts. The award rendered by the arbitration shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration final and judgment thereon may be entered in by any court having jurisdiction thereof. The costs and expenses of the arbitration (including reasonable attorney's fees) will be borne by the losing party, unless the arbitrators determine that it would be manifestly unfair to honor this agreement of the parties and determine a different allocation of costs. The arbitrators shall have no authority to award punitive damages under any circumstances (whether it be exemplary damages, treble damages, or application any other penalty or punitive type of damages) regardless of whether such damages may be made available under applicable law, the parties hereby waiving their right, if any, to recover punitive damages in connection with any such court for a judicial acceptance of the award and/or an order of enforcementclaims, as the case may bedisputes or disagreements.

Dispute Resolution; Arbitration. (a) At the option 13.4.1 The parties desire to finally resolve any and all issues and disputes arising out of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating related to this AgreementAgreement or its alleged breach as promptly as practicable and, in any event, before Newpark's independent accountants issue an audit report on their audit of the financial statements containing combined operations of Newpark and the Company for the period ending December 31, 1997. Newpark and the Stockholders shall first attempt diligently to resolve any such issue or any breach or failure dispute. They may, if they desire, attempt to comply mediate the dispute and shall, if they choose, do so in accordance with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding arbitration administered by Commercial Mediation Rules of the American Arbitration Association (“"AAA”"), either as written or as modified by mutual agreement. A written agreement to undertake mediation may be made at any time. If arbitration proceedings have been instituted, they shall be stayed until the mediation process is terminated. Any dispute arising out of or related to this Agreement or its alleged breach that cannot be resolved by mutual agreement (including mutually agreed mediation) under its shall be resolved exclusively by final and binding arbitration, conducted as expeditiously as possible in the City of Houston, Texas, in accordance with the provisions of this Agreement and, to the extent not inconsistent with such provisions, the Commercial Arbitration Rules of the American Arbitration Association. To the extent lawful, the arbitrators, in their discretion, may shorten any time periods or notice periods specified by law, in the interest of timely completing arbitration and issuing their award. 13.4.2 The Stockholders, as one party, or Newpark may initiate arbitration of a dispute by giving the other party written notice of arbitration, which shall specify with reasonable detail (a) the “AAA Rules”). Unless otherwise agreed issue in dispute, (b) the claims asserted and (c) the remedy sought by the Parties, party invoking arbitration. The arbitration of any Dispute shall be conducted before a single neutral arbitrator if the parties are able to agree on one arbitrator. If they are unable so to agree and do not agree otherwise, arbitration shall be conducted by a panel of three neutral arbitrators. None of the arbitrators shall be affiliated in any way with either of the parties or have any direct or indirect financial interest in the outcome of the arbitration. If the parties fail to reach agreement upon a single arbitrator within 5 business days following receipt by one party of the other party's notice of arbitration, the initiating party shall submit in writing to the other party the name of a neutral arbitrator selected by the Parties and initiating party. Within 5 business days after such name is submitted, the forum and venue for such arbitration other party shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection submit to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party initiating party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment name of a neutral arbitrator to hear selected by such other party and may submit an answering statement. Within 10 days after appointment of the Parties and settle second arbitrator, the Dispute and such Judge is hereby authorized to make such appointment. (c) two arbitrators appointed by the parties shall select a third neutral arbitrator; the three arbitrators so selected shall finally resolve the dispute. If the Parties so two arbitrators appointed by the parties fail before the end of said 10 day period to agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.a

Dispute Resolution; Arbitration. (a) At The Parties will attempt to resolve any dispute under this Agreement by mutual agreement, and, if required, there shall be a face-to-face meeting between the option Chief Executive Officer of Company or Executive, ABX and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to Vice President of the Pharmaceutical Division of JTI. Any dispute under this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), Agreement which is not settled after such meeting shall be finally and exclusively resolved settled by binding arbitration administered by arbitration, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association by three (“AAA”3) under its Commercial Arbitration Rules (arbitrators appointed in accordance with said rules. The arbitration proceedings and all pleadings and written evidence shall be in the “AAA Rules”)English language. Unless otherwise agreed Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the Partiesoriginal or a true copy thereof. The costs of the arbitration, arbitration of any Dispute including administrative and arbitrators' fees, shall be conducted before a single arbitrator selected shared equally by the Parties and parties to the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, Californiaarbitration. Each Party hereby submits to AAA shall bear its own costs and attorneys' and witness' fees; PROVIDED THAT the selected forum for prevailing party in any arbitration, as determined by the arbitration panel, shall be entitled to an award against the other party in the amount of any Dispute, waives any objection to the venue prevailing party's costs and reasonable attorneys' fees. A disputed performance or suspended performances pending the resolution of such arbitration, and agrees that service of process and other notices, pleadings and documents in any the arbitration or proceeding hereunder may must be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator completed within thirty (30) days after a Party notifies following the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The final decision of the arbitrator arbitrators. Any arbitration subject to this Section 7.11 shall be final, conclusive and binding on completed within six (6) months from the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award filing of the arbitratornotice of a request for such arbitration. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Dispute Resolution; Arbitration. (a) At the option Any dispute arising out of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to in connection with this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), Agreement shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by settled, if possible, through good faith negotiations between the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to settle such dispute within [***], such dispute arising out of or relating to this Agreement shall be referred to the Chief Executive Officer of DICERNA or the authorized designee of the Chief Executive Officer of BOEHRINGER (the “Executive Officers”). The Executive Officers of both Parties shall meet to attempt to resolve such dispute. Such resolution, if any, of a referred issue shall be final and binding on the Parties. All negotiations pursuant to this Section 11.8 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Executive Officers cannot resolve such dispute within [***] after either Party requests such a meeting in writing, then the Parties agree upon a neutral arbitrator within thirty that all disputes that may not be resolved amicably between the Parties arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (30“ICC”) days after a Party notifies by [***] appointed in accordance with said rules. The exclusive place of arbitration shall be [***] and the other Party proceedings shall be conducted in writing English language. The award for arbitration shall be final and binding and may be enforced in any court of its intent competent jurisdiction against BOEHRINGER or DICERNA. Notwithstanding the foregoing but without abrogating the agreement of the Parties to submit a Dispute to binding arbitration, the Parties shall each be entitled either prior to or during arbitration to seek and obtain injunctive or other equitable relief in any court of competent jurisdiction to preserve the status quo (including to enforce the and prevent unauthorized disclosures of Confidential Information or infringement or misappropriation of any Intellectual Property) pending arbitration or to prevent the breach of this Agreement, without the necessity of posting any bond. The Parties further agree that (a) except as may be otherwise required by law, neither Party, its witnesses, or the arbitrators may disclose the existence, content, results of the arbitration hereunder without prior written consent of both Parties; and (b) neither Party shall be required to give general discovery of documents, but may apply be required only to AAA for produce specific, identified documents which are relevant or considered relevant by the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply arbitrators to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator dispute (subject to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment.Third Party confidentiality obligations); and (c) If the Parties so agree in writing, and subject scope of authority of the arbitrators should be limited to the consent strict application of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties.law; and (d) The decision or award of the no arbitrator shall be an employee, director or shareholder of either Party or any of their affiliated companies but each shall have experience in writing and shall set forth detailed reasoning for the award. Discovery pharmaceutical industry; and (e) the chairman shall be conducted expeditiously, bearing in mind the objective of limiting discovery a lawyer and expediting the decision or award not be a national of the arbitrator at the most reasonable cost and expense to country of one of the Parties. The decision ; and (f) this Section 11.8 shall apply to any claims by or against the parents, subsidiaries, affiliates, agents, principals, officers, directors, or employees of the arbitrator shall be finalParties; and (g) the arbitrators may render early or summary disposition of some or all issues, conclusive and binding after the parties have had a reasonable opportunity to make submissions on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may bethese issues.

Dispute Resolution; Arbitration. (a) At the option of Company or ExecutiveThe parties shall initially attempt in good faith to resolve any significant controversy, claim, allegation, and to the extent permitted by applicable law, any dispute, controversy breach or question dispute arising under, based on out of or relating to this AgreementAgreement (hereinafter collectively referred to a "Dispute") through negotiations between senior executives of Sonus and Gensia Sicor. If the Dispute is not resolved within thirty (30) days, (or such other period of time mutually agreed upon by the parties), of notice of the dispute (the "Executive Resolution Period"), then the parties agree to submit the Dispute to arbitration as provided herein. Unless otherwise mutually agreed by the parties, only if the Dispute is not resolved through negotiations as set forth herein, any breach or failure party may resort to comply arbitration. All Disputes relating in any way to this Agreement shall be resolved exclusively through arbitration in accordance with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding commercial arbitration administered by rules of the American Arbitration Association in then in effect. In the event either party demands arbitration, it shall do so within thirty (“AAA”30) under its Commercial Arbitration Rules days after the expiration of the Executive Resolution (the “AAA Rules”)or any mutually agreed extension) and shall include a request that such arbitration be held within thirty (30) days of such demand. Unless otherwise agreed by the Parties, The arbitration of any Dispute hearing shall be conducted held as soon as practicable. The arbitration hearing shall be held in Orange County, California and shall be before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party parties in accordance with the provisions governing “Notices” commercial arbitration rules of the American Arbitration Association pursuant to its rules on selection of arbitrators. The arbitrator shall render a formal, binding, non-appealable resolution and award on each issues as expeditiously as possible, but not more then ten (10) business days after the hearing. In any arbitration, the prevailing party shall be entitled to reimbursement of its reasonable attorneys fees, costs and expenses incurred in connection with the arbitration, and the parties shall use their reasonable efforts to minimize arbitration costs. The parties, intending to be bound by the terms and conditions hereof, have caused this Agreement to be signed by their duly authorized representatives on the date first above written. GENSIA SICOR PHARMACEUTICAL SONUS PHARMACEUTICALS, INC. SALES, INC. By: /s/ Armand J. LeBlanc By: /s/ Michael A. Martino ------------------------------- --------------------------------- Name Armand J. LeBlanc Name: Michael A. Martino Titl▇: ▇▇▇▇▇▇▇▇▇ Title: ▇▇▇▇▇▇▇▇▇ ▇nd CEO Date: June 26, 2002 Date: June 26, 2002 ----------------------------- ------------------------------- EXHIBIT A API AND EXCIPIENTS SPECIFICATIONS 1. [ * ] 2. [ * ] -------- * Omitted pursuant to Rule 24b-2 and filed separately with the Commission. EXHIBIT B PRODUCT DESCRIPTION AND SPECIFICATIONS 1. [ * ] 2. [ * ] -------- * Omitted pursuant to Rule 24b-2 and filed separately with the Commission. EXHIBIT C MANUFACTURING EQUIPMENT The following estimate details the parts and equipment to be procured by Gensia Sicor on behalf of Sonus for the manufacture of the Product. [ * ] -------- * Omitted pursuant to Rule 24b-2 and filed separately with the Commission. EXHIBIT D TECHNOLOGY TRANSFER The following estimate details those costs and services required to support the transfer of the finished product technology of Sonus for the Product. [ * ] -------- * Omitted pursuant to Rule 24b-2 and filed separately with the Commission. EXHIBIT E PRE-COMMERCIAL SERVICES The following estimate details those costs and services to be provided by Gensia Sicor to support the validation and commercialization of the Product manufacturing process. [ * ] -------- * Omitted pursuant to Rule 24b-2 and filed separately with the Commission. EXHIBIT F SCHEDULE The following schedule details critical path items in the manufacturing scale-up process to meet the goal of completing manufacture of the first clinical batch of S-8184 at Gensia Sicor by end of year 2002. The project teams will together detail and agree on a project schedule for execution of the work specified in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the awardagreement. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered [ * ] EXHIBIT G ADDITIONAL SUPPORT SERVICES [ * ] -------- * Omitted pursuant to such arbitration may be entered in any court having jurisdiction or application may be made Rule 24b-2 and filed separately with the Commission. EXHIBIT H EXCESS STORAGE RATES [ * ] -------- * Omitted pursuant to such court for a judicial acceptance of Rule 24b-2 and filed separately with the award and/or an order of enforcement, as the case may be.Commission. EXHIBIT I

Dispute Resolution; Arbitration. (a) At the option Any dispute arising out of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to in connection with this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), Agreement shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by settled, if possible, through good faith negotiations between the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to settle such dispute within [***], such dispute arising out of or relating to this Agreement shall be referred to the Chief Executive Officer of DICERNA or the authorized designee of the Chief Executive Officer of BOEHRINGER (the “Executive Officers”). The Executive Officers of both Parties shall meet to attempt to resolve such dispute. Such resolution, if any, of a referred issue shall be final and binding on the Parties. All negotiations pursuant to this Section 11.8 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Executive Officers cannot resolve such dispute within [***] after either Party requests such a meeting in writing, then the Parties agree upon a neutral arbitrator within thirty that all disputes that may not be resolved amicably between the Parties arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (30“ICC”) days after a Party notifies by [***] appointed in accordance with said rules. The exclusive place of arbitration shall be [***] and the other Party proceedings shall be conducted in writing English language. The award for arbitration shall be final and binding and may be enforced in any court of its intent competent jurisdiction against BOEHRINGER or DICERNA. Notwithstanding the foregoing but without abrogating the agreement of the Parties to submit a Dispute to binding arbitration, the Parties shall each be entitled either prior to or during arbitration to seek and obtain injunctive or other equitable relief in any court of competent jurisdiction to preserve the status quo (including to enforce the and prevent unauthorized disclosures of Confidential Information or infringement or misappropriation of any Intellectual Property) pending arbitration or to prevent the breach of this Agreement, without the necessity of posting any bond. The Parties further agree that (a) except as may be otherwise required by law, neither Party, its witnesses, or the arbitrators may disclose the existence, content, results of the arbitration hereunder without prior written consent of both Parties; and (b) neither Party shall be required to give general discovery of documents, but may apply be required only to AAA for produce specific, identified documents which are relevant or considered relevant by the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply arbitrators to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator dispute (subject to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment.Third Party confidentiality obligations); and (c) If the Parties so agree in writing, and subject scope of authority of the arbitrators should be limited to the consent strict application of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties.law; and (d) The decision or award of the no arbitrator shall be an employee, director or shareholder of either Party or any of their affiliated companies but each shall have experience in writing and shall set forth detailed reasoning for the award. Discovery pharmaceutical industry; and (e) the chairman shall be conducted expeditiously, bearing in mind the objective of limiting discovery a lawyer and expediting the decision or award not be a national of the arbitrator at the most reasonable cost and expense to country of one of the Parties; and ***Text Omitted and Filed Separately with the Securities and Exchange Commission. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.Confidential Treatment Requested Under

Dispute Resolution; Arbitration. (a) At the option Any dispute arising out of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating related to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”)Agreement which cannot be resolved by negotiation, shall be submitted for amicable settlement to a neutral third party for conciliation in New York City. Requests for conciliation shall be made pursuant to the International Chamber of Commerce ("ICC") Rules for Optional Conciliation, whereunder the president of the ICC shall appoint a Conciliation Committee consisting of two members of the same nationalities of the two parties and a third member from a third country, who shall preside as chairman of the Committee. If the conciliation has not been accomplished within sixty (60) days by way of a settlement of the suit or a basis for settlement, the either party may proceed to arbitration without prejudice. The parties agree to split evenly the expenses for conciliation, regardless of the outcome. In the event that the dispute has not been settled by negotiation or conciliation, the dispute shall be finally and exclusively resolved settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing Rules of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge Arbitration of the Superior Court of any county ICC by three (3) arbitrators appointed in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Partiesaccordance with this paragraph. The decision of the arbitrator arbitrators shall be final, conclusive final and binding on the Parties and no action at law or in equity parties. Venue for all proceedings shall be instituted orin New York City. The costs of arbitration, if instituted, prosecuted by either Party other than to enforce including the award fees and expenses of the Arbitrators and any administrative expenses, shall be shared equally by the parties regardless of the outcome. Each party shall bear the cost of preparing and presenting its case. The language of arbitration shall be English. The parties each shall, within twenty (20) business days, choose one arbitrator who shall be independent of the parties to the arbitration and whose training, professional activity and nationality are suitable to them. The two chosen arbitrators shall promptly choose a third arbitrator. Judgment upon an If they are unable to choose a third arbitrator within ten (10) business days after they are both chosen, then the third arbitrator shall be chosen by the ICC Court of Arbitration. The parties agree that the arbitrators shall have no power or authority to make awards or issue orders of any kind except as expressly permitted by this Agreement, and in no event shall the arbitrators have the authority to make any award rendered pursuant to such arbitration that provides for punitive or exemplary damages. The arbitrators' decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award may be entered confirmed and enforced in any court having jurisdiction or application may of competent jurisdiction. All post-award proceedings shall be made to such court for a judicial acceptance of governed by the award and/or an order of enforcement, as the case may beICC.

Dispute Resolution; Arbitration. (a) At the option of Company or Executive, and to the extent permitted by applicable law, If any dispute, controversy or question arising under, based on or relating to dispute arises in connection with this Agreement, the parties shall first attempt to resolve it through discussions between senior executives of the parties (i) within 15 days upon written notification of any such dispute, or (ii) within such longer period (as agreed in writing between the applicable parties) commencing upon written notification of any breach or failure such dispute. (b) In the event the parties are unable to comply settle a dispute between them regarding this Agreement in accordance with the terms hereof subsection (each a “Dispute”)a) above, such dispute shall be referred to and finally and exclusively resolved settled by binding arbitration administered by at the American Hong Kong International Arbitration Association (“AAA”) under its Commercial Arbitration Rules Centre (the “AAA RulesHKIAC”)) for arbitration in Hong Kong. Unless otherwise agreed by the Parties, The arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” HKIAC Administered Arbitration Rules in force at the time of the initiation of the arbitration, which rules are deemed to be incorporated by reference into this subsection (b). The seat of the arbitration shall be Hong Kong. There shall be a panel of three (3) arbitrators. The claimants to the dispute shall collectively have the right to appoint one (1) arbitrator, the respondents to the dispute shall have the right to appoint one arbitrator and the third (3rd) arbitrator shall be appointed by the HKIAC. The arbitral proceedings shall be conducted in English. Each of the Parties irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement. (bc) If The award of the Parties are unable to agree arbitral tribunal shall be final and binding upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitrationparties thereto, either Party and the prevailing party hereto may apply to AAA a court of competent jurisdiction for enforcement of such award. The parties hereto agree that the appointment of an arbitrator or, if AAA is not then arbitral tribunal shall have the power to award equitable remedies (including specific performance). Any such arbitration award in existence or declines to act, either Party may apply to the Presiding Judge favor of the Superior Court substantially prevailing party shall be deemed to include any and all legal costs and expenses incurred in connection with the enforcement of any county this Agreement. During arbitration and prior to an arbitration award being granted, the parties shall continue to perform those obligations under this Agreement that are not in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Partiesdispute. (d) The decision Any party to the dispute shall be entitled to seek interim measures of protection and emergency relief in aid of arbitration from any court of competent jurisdiction. Application for such protective or award similar emergency interim relief shall not be deemed inconsistent with the agreement to arbitrate or deemed a waiver of the arbitrator shall be in writing and shall set forth detailed reasoning for the awardright to arbitrate. Discovery shall be conducted expeditiouslySubject to this Section 10.04, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense each party irrevocably waives its right to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered commence any proceedings in any court having jurisdiction or application may be made with respect to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may beany matter subject to arbitration under this Agreement.

Dispute Resolution; Arbitration. (a) At Subject to the option provisions of Company this Section, we agree that we will not require you to arbitrate or Executivemediate individual claims in venues that are distant or that otherwise unreasonably limit your ability to assert claims regarding this BIC; provided however, and that to the extent permitted that such agreement does not violate the preceding sentence, you agree to arbitrate or mediate all individual claims in connection with this BIC in Denver, Colorado. If the provision on pre‐dispute arbitration agreements for class representative claims of the Best Interest Contract Exemption (Best Interest Contract Exemption, Section II(f)(2), 81 Fed. Reg. 21002, 21078 (Apr. 8, 2016)) is ruled invalid by applicable lawa court of competent jurisdiction, any dispute, controversy you agree to arbitrate all claims in connection with this BIC within such ruling court’s jurisdiction unless or question arising under, based on or relating until the court’s decision is reversed. All parties to this Agreementagreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or any breach modify an arbitration award is very limited. The ability of the parties to obtain documents, witness statements, and other discovery in generally more limited in arbitration than in court proceedings. The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. The panel of arbitrators will typically include a minority of arbitrators who were or failure to comply are affiliated with the terms hereof (each securities industry. The rules of some arbitration forums may impose time limits for bringing a “Dispute”)claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. The rules of the arbitration forum in which the claim is filed. And any amendments thereto, shall be finally incorporated into this agreement. Any controversy between you or Pershing and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute Financial Institution shall be conducted submitted to arbitration before a single arbitrator selected by and only before the Parties and the forum and venue for such arbitration Financial Industry Regulatory Authority. No person shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration bring punitive or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute certified class action to arbitration, either Party may apply nor seek to AAA for enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the appointment class with respect to any claims encompassed by the putative class action until; (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply any rights under this agreement except to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointmentextent stated herein. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties. (d) The decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.

Dispute Resolution; Arbitration. (a) At In the option event dispute arises, it shall first be referred to senior management of Company or Executive, and each company. If senior management cannot resolve the dispute within 10 Business Days then the parties shall follow the terms of subsection (b). (b) Any dispute not otherwise resolved hereunder may be submitted for arbitration hereunder by either Party delivering to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or relating to this Agreement, or any breach or failure to comply other a notice demanding arbitration of the dispute in accordance with the terms hereof (each a “Dispute”), shall be finally and exclusively resolved by binding commercial arbitration administered by rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center then in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreementeffect. (bc) If the Parties are unable to agree upon a neutral arbitrator Each Party shall, within thirty (30) days after a Party notifies of delivery of the other Party in writing of its intent to submit a Dispute to notice demanding arbitration, either Party may apply to AAA for the appointment of select an arbitrator or(each, if AAA is not then in existence or declines to acta “Party Arbitrator”). The Party Arbitrators shall select, either Party may apply to within ten (10) days, a third neutral arbitrator, who shall serve as the Presiding Judge Chairman (“Chairman”) of the Superior Court arbitration panel. In the absence of any county in agreement between the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent Party Arbitrators on selection of the single third arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may third arbitrator shall be conducted remotely selected by secure video conferencing technology that is acceptable to the PartiesAAA. (d) The decision No arbitrator may have a direct or award indirect interest in either Party or the subject of the arbitrator arbitration, PROVIDED HOWEVER that each Party may communicate ex parte with their respective Party Arbitrator, but not the Chairman of the arbitration panel. (e) The place of the arbitration shall be at a location as mutually agreed to by the Parties at a site chosen by the arbitration panel or, in the absence of agreement among the panel, by the Chairman. (f) The arbitration panel shall determine the rules of procedure or, in the absence of agreement among the panel, the Federal Rules of Civil Procedure shall govern the procedure for discovery as well as presentation of the evidence. In any event, the arbitration panel or, in the absence of agreement among the panel, the Chairman shall have the right to impose reasonable restrictions on the taking of discovery, including limitations on the number of and length of depositions of witnesses. (g) The arbitration panel shall begin hearing evidence within ninety (90) days of selection of the Chairman, unless extended for a reasonable period upon agreement among the arbitration panel, or in the absence of agreement among the panel, by the Chairman. The arbitration panel shall render its decision in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award within thirty (30) days of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.close of

Dispute Resolution; Arbitration. (a) At This paragraph concerns the option resolution of Company any controversies or Executiveclaims between the Bank and the Executive (except for claims arising under Section 9), and whether arising in contract, tort or by statute, including but not limited to the extent permitted by applicable lawcontroversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any dispute, controversy or question arising under, based on or relating document related to this Agreement, or any breach or failure to comply with the terms hereof ; (each collectively a “DisputeClaim”). (b) At the request of the Bank or the Executive, any Claim shall be finally and exclusively resolved by binding arbitration administered arbitration. The Bank will pay the filing fees and arbitrator fees. The prevailing party to be awarded fees and costs. (c) Arbitration proceedings will be conducted by the American Arbitration Association or any successor thereof (“AAA”) under its Commercial Arbitration Rules (), and the “AAA Rules”)terms of this paragraph. Unless otherwise agreed by In the Parties, arbitration event of any Dispute inconsistency, the terms of this paragraph shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices” in this Agreement. (b) If the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment. (c) If the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Partiescontrol. (d) The decision or arbitration shall be administered by AAA under employment rules and conducted in Florida. All Claims shall be determined by one arbitrator. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator arbitrator(s) shall be in writing and issued within 30 days of the close of the hearing. However, the arbitrator, upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall set forth detailed reasoning provide a concise written statement of reasons for the award. Discovery shall be conducted expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or The arbitration award of the arbitrator at the most reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment upon an award rendered pursuant to such arbitration may be entered in submitted to any court having jurisdiction or application may to be made confirmed and enforced. (e) The arbitrator(s) will have the authority to such court for a judicial acceptance decide whether any Claim is banned by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award and/or an order legal fees pursuant to the terms of enforcementthis Agreement. (f) By agreeing to binding arbitration, as the case parties irrevocably and voluntarily waive any right they may behave to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement.