Common use of Dispute Resolution; Governing Law Clause in Contracts

Dispute Resolution; Governing Law. (a) This Letter Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city of Las Vegas, ▇▇▇▇▇ County, Nevada for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ County, Nevada. The discovery provision of the Nevada Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jury.

Dispute Resolution; Governing Law. (a) This Letter Agreement Any and all disputes of any nature arising under or in connection with this Agreement, including requests for specific performance, shall be construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under conducted as provided in this Section pursuant to the Commercial Rules rules of the American Arbitration Association, except to Association (“AAA”). The arbitration shall be conducted in the extent that English language and shall occur in the Commercial Rules conflict with this provisionCounty of Fairfax, in which eventthe Commonwealth of Virginia, this Letter Agreement USA. There shall control. This arbitration provision be three (3) arbitrators: each party shall choose one arbitrator, who together will select a third; if the two arbitrators are not limit the right of either Party prior able to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten agree on a third arbitrator within fifteen (1015) calendar days of service the designation of a Demand for Arbitrationthe second arbitrator, the Parties AAA shall agree upon a sole arbitratorchoose the third. The parties shall bear the costs of the arbitration in equal shares, or if a sole arbitrator cansubject to the right of the arbitrators to reallocate the costs in their award as provided in the AAA rules. The parties shall bear their own attorneys’ fees in connection with the arbitration, and the arbitrators may not be agreed upon reallocate the attorneys’ fees in conjunction with their award. The arbitrators shall render their decision within ten ninety (1090) calendar daysdays of the selection of the third arbitrator. Any litigation brought to enforce an arbitration award shall be brought in a Commonwealth or federal court in the Eastern District of the Commonwealth of Virginia, then either Party may apply USA; however, the parties shall also have the right to any judge enforce a judgment of such a court in any court of competent jurisdiction in jurisdiction. For the city purpose of Las Vegasaiding the arbitration and/or preserving the rights of a party during the pendency of an arbitration, ▇▇▇▇▇ County, Nevada for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator each party shall have the right to award costs including expenses and attorneys’ fee incurred seek temporary or preliminary injunctive relief from the arbitration panel or any court of competent jurisdiction located in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision Eastern District of the arbitrator(s) Commonwealth of Virginia, USA, which shall be final and binding and may not be appealeda waiver of this arbitration agreement. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter This Agreement shall be held construed in ▇▇▇▇▇ County, Nevada. The discovery provision accordance with and governed by the laws of the Nevada Rules Commonwealth of Civil Procedure in effect at the time Virginia (without regard to any rules or principles of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions conflicts of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(sthat might look to any jurisdiction outside Virginia). This agreement to arbitrate waives any right to trial by jury.

Dispute Resolution; Governing Law. (a) This Letter Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If any dispute (“Dispute”) between the parties Executive and the Company (each a “Party” and collectively, the “Parties”) arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city of Las Vegas, Santa ▇▇▇▇▇ County, Nevada California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, damages and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee fees incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ CountySunnyvale, NevadaCalifornia. The discovery provision of the Nevada California Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jury.

Dispute Resolution; Governing Law. (a) This Letter Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city of Las Vegas, ▇Santa C▇▇▇▇ County, Nevada California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, damages and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ CountySunnyvale, NevadaCalifornia. The discovery provision of the Nevada California Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jury.

Dispute Resolution; Governing Law. (a) This Letter Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If any dispute (“Dispute”) between the parties Executive and the Company (each a “Party” and collectively, the “Parties”) arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city of Las Vegas, ▇Santa C▇▇▇▇ County, Nevada California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, damages and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee fees incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ CountySunnyvale, NevadaCalifornia. The discovery provision of the Nevada California Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jury.

Dispute Resolution; Governing Law. (a) This Letter Each dispute, difference, controversy, question or claim arising under or relating to this Agreement, the Transaction Documents, the Transactions, or the subject matter hereof or thereof, between or among the parties to this Agreement (a “Dispute”) shall be construed and enforced finally settled by binding arbitration held in the city of Atlanta, Georgia, in accordance with the internal Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (the “AAA”) In the event the parties to the Dispute fail to agree upon an arbitrator from the first list of potential arbitrators proposed by the AAA, the AAA will submit a second list in accordance with the Rules. In the event the parties to the Dispute shall have failed to agree upon an arbitrator from said second list, the arbitrator shall be appointed by the AAA in accordance with the Rules. The foregoing arbitration proceedings may be commenced by any party to a Dispute by notice to the other parties to the Dispute. The decision of the arbitrator shall be binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions that shall set forth the award, judgment or decree of the arbitrator. The parties to this Agreement expressly acknowledge and stipulate that this Agreement is in interstate commerce, as that term is defined in connection with the Federal Arbitration Act, and that this agreement to arbitrate shall be governed by the Federal Arbitration Act. Any challenges to the scope, validity, or enforceability of this agreement to arbitrate, including, without limitation, any allegation that this agreement to arbitrate was procured by fraud or procured under duress, shall be determined by the arbitrator in accordance with the provisions of the Federal Arbitration Act. (b) Except as provided in the Federal Arbitration Act and subject to the provisions of this Section 10.2, the parties to this Agreement hereby exclude any right of appeal to any court on the merits of the dispute. The provisions of this Section 10.2 may be enforced in any court having jurisdiction over the award or any party to the Dispute, and judgment on the award granted in any arbitration hereunder may be entered in any such court. (c) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada California, regardless of the laws that might otherwise govern under applicable to contracts wholly executed and performed therein without regard to any principles of conflicts of laws rulesthereof. (b) If any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city of Las Vegas, ▇▇▇▇▇ County, Nevada for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ County, Nevada. The discovery provision of the Nevada Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jury.

Dispute Resolution; Governing Law. (a) This Letter Agreement shall be construed and enforced in accordance with 22.1 Upon a dispute, controversy or claim arising out of or relating to this Agreement, or the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard breach, termination or invalidity thereof, or any dispute, controversy or claim relating to any conflicts of laws rules. (b) If any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiationright or obligation based thereon or related thereto, the Parties hereto agree that the claim or dispute including the arbitrability shall by means of the Letter Agreement will be submitted to Customer and decided by binding arbitration under the Commercial Rules of the American Arbitration AssociationSupplier Project Managers, except to the extent that the Commercial Rules conflict with this provision, as soon as reasonably practicable and in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within event no later than ten (10) calendar days of service of Working Days after a Demand for Arbitrationwritten request from either Party to the other, discuss in good faith and use all reasonable efforts to resolve such dispute, controversy or claim. 22.2 If the Parties shall agree upon a sole arbitratorreach agreement on the resolution of the relevant dispute, controversy or if a sole arbitrator cannot be agreed upon claim the Parties will each procure that the agreement is set out in writing within ten (10) calendar daysWorking Days and signed by their respective duly authorized representatives at which time it will be and remain binding on the Parties. All negotiations between the Parties will be conducted in strict confidence. Negotiations shall be without prejudice to the rights of the Parties in any future arbitration and/or court proceedings or expert determination. 22.3 If any dispute, controversy or claim arising under this Agreement is not resolved within fifteen (15) Working Days of the relevant discussions of the Parties or, for whatever reason, the relevant discussions do not take place, then either Party may apply by written notice to any judge in any court of competent jurisdiction in the city of Las Vegasother require that such dispute, ▇▇▇▇▇ County, Nevada for appointment controversy or claim be resolved by escalation to the Chief Executive Officers of the arbitratorParties. The arbitrator(sIf the dispute, controversy or claim is not resolved within fifteen (15) Working Days after the request for escalation was made, then either Party shall have the authority only be bound to award equitable relief refer said dispute, controversy or claim immediately and compensatory damagesexclusively to arbitration. 22.4 All disputes, and shall not have the authority to award punitive damages controversies or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred claims arising out of or in connection with these dispute resolution procedures this Agreement not resolved pursuant to Clause 22.1 shall be submitted immediately and exclusively to arbitration in accordance with the United Kingdom Arbitration Act, 1996 and the fees, expenses and costs incurred by Arbitration Rules of the arbitratorUnited Kingdom Arbitration Centre as at present in force. The decision venue of such arbitration shall be the arbitrator(s) United Kingdom Arbitration Centre and all verbal and/or written proceedings shall be conducted in the English language. The award shall be final and binding and there shall be no appeal except in relation to a point of law. a) Pending the reference to arbitration and thereafter until the arbitration tribunal’s award shall be final and binding, the Parties shall continue to perform all of their obligations hereunder without prejudice to a final adjustment in accordance with said award. b) Each Party waives, to the fullest extent, it may not be appealed. Any party effectively do so, any objection that it may apply now or hereafter have to the laying of venue of any court having such proceeding, and submits to the jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter such arbitral tribunal in any suit, action or proceeding. 22.5 This Agreement shall be held governed, construed, enforced and interpreted in ▇▇▇▇▇ County, Nevada. The discovery provision accordance with the Laws of the Nevada Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by juryUnited Kingdom.

Dispute Resolution; Governing Law. (a) This Letter Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If any dispute (“Dispute”) between the parties Executive and the Company (each a “Party” and collectively, the “Parties”) arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Employment Rules of the American Arbitration Association, except to the extent that the Commercial Employment Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city County of Las VegasSanta Clara, ▇▇▇▇▇ County, Nevada California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee fees incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The arbitrator shall prepare a final award in writing, and the decision of the arbitrator(s) arbitrator shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) arbitrator and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ CountySunnyvale, NevadaCalifornia. The discovery provision of the Nevada California Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Other than any initial filing fee to initiate the arbitration, the Company will bear all costs associated with any arbitration proceedings under this section. The Parties agree that full payment of all invoices for arbitrator or administrative fees will be due within 45 days of receipt by the Company. The Parties further agree that the Company will be automatically entitled to one extension of time of 30 days for payment of any invoice for arbitrator or administrative fees. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jury.

Dispute Resolution; Governing Law. In the event of any dispute, claim, or controversy arising out of or relating to these Terms (a) This Letter Agreement shall be construed “Dispute”), you and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto Pumpkin agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent any Dispute that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be resolved informally will be resolved in binding arbitration before a single, mutually agreed upon within ten (10) calendar daysarbitrator. The arbitrator, then either Party may apply and not any federal, state, or local court or agency, shall have exclusive authority to resolve any judge in Dispute, including, but not limited to, any court claim that all or any part of competent jurisdiction in the city of Las Vegasthese terms are void or voidable, or whether a Dispute is subject to arbitration. You and ▇▇▇▇▇▇▇ County, Nevada for appointment of the arbitratorhereby expressly waive trial by jury. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) arbitration shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held administered by JAMS pursuant to this Letter Agreement shall be held in the JAMS Streamlined Arbitration Rules & Procedures, available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. You and ▇▇▇▇▇▇▇ County, Nevada. The discovery provision of the Nevada Rules of Civil Procedure in effect at the time of further agree that any arbitration shall be deemed incorporated herein for conducted in their individual capacities only and not as a class action or other representative action, and the purpose of such arbitration proceedingsparties expressly waive their right to file a class action or seek relief on a class basis. Either PartyYOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, at its sole discretionAND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless you and Pumpkin both agree, the arbitrator may not consolidate an arbitration conducted more than one person’s claims. The arbitrator shall be empowered to grant whatever relief would be available in a court under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or factin equity, including public injunctive relief. In a Dispute involving U.S. $25,000 or less, the arbitrator will hold any hearing by telephone or video, unless the arbitrator determines that good cause exists to justify an in-person hearing. Any in-person hearing will take place in New York, NY. Judgment on any award may be entered in any court having jurisdiction. You and Pumpkin agree that any Dispute must be filed within one (iii1) year from the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s)date the Dispute first arose. This agreement to arbitrate waives any right is subject to trial by jurythe Federal Arbitration Act and interpreting case law without regard to state law. To the extent state substantive law applies to the Dispute, the law of the State of New York shall apply, without regard to conflict of law provisions. This Dispute Resolution & Governing Law provision shall survive the termination of these Terms and/or of your relationship with Pumpkin.

Dispute Resolution; Governing Law. (a) This Letter Agreement Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be construed and enforced in accordance resolved through consultation. Such consultation shall begin immediately after one party to a dispute has delivered to the other party or parties to such dispute a written request for such consultation. If within 30 days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party with notice to the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rulesother. (b) If The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be one arbitrator. The arbitrator shall be jointly appointed by the disputing parties or, failing which the Secretary-General of the Centre shall appoint the arbitrator. (c) The arbitration tribunal shall apply the Hong Kong International Arbitration Centre Administered Arbitration Rules as administered by the Centre at the time of the arbitration. (d) The arbitrator shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive laws of Hong Kong, without regard to principles of conflicts of laws, and shall not apply the laws of any other jurisdiction. (e) Each party to a dispute shall cooperate with the other party or parties to such dispute in making full disclosure of and providing complete access to such information and documents requested by the other party or parties to such dispute that are reasonably related to the subject matter of the arbitration proceedings; provided, however, that the disputing parties shall be required to enter into appropriate confidentiality agreements with regard thereto. (f) In the course of arbitration, the disputing parties shall continue to implement the terms of this Agreement except (as between the parties arising disputing parties) for the matters under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability arbitration. (g) The award of the Letter Agreement will arbitration tribunal shall be submitted to final and decided by binding arbitration under upon the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, usedisputing parties, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party any prevailing party may apply to any judge in a court of competent jurisdiction for enforcement of such award. (h) Any disputing party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction in pending the city of Las Vegas, ▇▇▇▇▇ County, Nevada for appointment constitution of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ County, Nevada. The discovery provision of the Nevada Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by juryarbitral tribunal.

Dispute Resolution; Governing Law. (a) This Letter Agreement The Parties shall be construed attempt to amicably settle and enforced in accordance with the internal laws of the State of Nevada applicable to contracts wholly executed and performed therein without regard to any conflicts of laws rules. (b) If good faith resolve any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city of Las Vegas, ▇▇▇▇▇ County, Nevada for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the feesthis Agreement, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply negotiations between designated representatives prior to resorting to any court having jurisdiction action. If no amicable settlement and good faith resolution thereof has been achieved within [***], such dispute may be brought by written notice to enforce the decision executive management representatives who shall use reasonable endeavors to amicably settle and in good faith resolve such dispute within [***] of the arbitrator(s) and to obtain a judgment thereonreceipt of said notice. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ CountyIf such settlement fails, Nevada. The discovery provision of the Nevada Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Partyeither Party may, at its sole discretion, refer any dispute, controversy or claim arising out of or in connection with this Agreement to Arbitration under [***] (“Rules”). All disputes, controversies or claims arising out of or in connection with the present Agreement shall be finally settled in accordance with the Rules by [***] appointed in accordance with the Rules. The seat of arbitration shall be [***]. The language to be used in the arbitral proceedings shall be English. Annexes to any procedural document may consolidate an also be provided in the German language. This Agreement including the Commercial Quality Agreement and all Annexes and Appendices thereto shall be governed by, construed and interpreted, and all disputes, controversies or claims arising under or in connection with this Agreement shall be resolved in accordance with the substantive law of [***] without recourse to any conflict of laws rules. The arbitral tribunal shall have the authority to order production of documents only in accordance and within the limits of [***] as current on the date of this Agreement. Any decision or arbitral award delivered in the arbitration conducted under this Letter Agreement shall be reasoned and in writing, and shall be final and binding on the Parties and enforceable in any competent court of law. The Parties undertake to comply promptly with any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. The existence and content of the arbitral proceedings and any rulings or award shall be kept confidential by the Parties and members of the arbitral tribunal except to the extent that disclosure may be required of a Party to fulfill a legal duty, protect or pursue a legal right, or enforce an award before a state court or other arbitration to which it is a party provided that (i) judicial authority. Notwithstanding, before making such information public, the arbitration agreement governing interested Party shall notify the other arbitration permits consolidationother(s), (ii) the arbitrations to be consolidated substantially involve common questions of law or factin writing, and (iii) shall afford them a reasonable opportunity to protect their interests if they deem it necessary. The losing party shall bear the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jurycosts of the arbitration, pro rata, if applicable.

Dispute Resolution; Governing Law. (a) This Letter Agreement In the event of a dispute arising under or relating to this Agreement, the Related Agreements, or the transactions contemplated hereby or thereby, each party to the dispute will attempt to negotiate a resolution to the dispute in good faith for not less than ten (10) business days. If no such agreement can be reached after good faith negotiation, either party may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be construed settled by arbitration conducted by three arbitrators. Parent and enforced in accordance the Stockholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. However, if either Parent or the Stockholder Representative fails to designate an arbitrator within fifteen (15) calendar days after the filing of a demand for arbitration (or similar document), the arbitration shall proceed with the internal laws one arbitrator timely designed. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the State arbitrators, to discover relevant information from the opposing parties about the subject matter of Nevada applicable the dispute. The arbitrators shall rule upon motions to contracts wholly executed compel or limit discovery and performed therein shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without regard substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any conflicts claim shall be binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of laws rulesfact and conclusions that shall set forth the award, judgment, decree or order awarded by the arbitrators. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. (b) If any dispute between the parties arising under this Letter Agreement cannot reasonably Any such arbitration shall be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, held in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the city of Las Vegas, Santa ▇▇▇▇▇ County, Nevada for appointment California under the rules then in effect of the arbitratorAmerican Arbitration Association. In any arbitration hereunder between the Indemnified Parties on one hand the Company, the Stockholders, the Stockholder Representative and/or the Principal (or any third-party with rights arising hereunder) on the other hand, the Indemnified Parties shall be deemed to be the non-prevailing party in the event that the arbitrators award such parties less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Company, the Stockholder Representative, the Stockholders, the Principal and/or any third-party with rights arising hereunder shall be deemed to be the non-prevailing Party. The arbitrator(s) non-prevailing Party to an arbitration shall have pay its own expenses, the authority only to award equitable relief and compensatory damagesfees of each arbitrator, the administrative costs of the arbitration, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs expenses, including expenses without limitation, reasonable attorneys' fees and attorneys’ fee incurred in connection with these dispute resolution procedures and the feescosts, expenses and costs incurred by the arbitrator. The decision of other party to the arbitrator(sarbitration. (c) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter This Agreement shall be held governed by and construed in accordance with the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within Santa ▇▇▇▇▇ County, Nevada. The discovery provision State of California, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the Nevada Rules State of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein California for the purpose of such arbitration proceedings. Either Partypersons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, venue and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by jurysuch process.

Dispute Resolution; Governing Law. (a) This Letter Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of Nevada applicable New York as to contracts wholly executed and performed therein matters within the scope thereof, without regard to any its principles of conflicts of laws ruleslaws. (b) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one Party hereto has delivered to the other Party hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either Party with notice to the other. (c) The arbitration shall be conducted in Hong Kong under the auspices of Hong Kong International Arbitration Commission Center (“HKIAC”) in accordance with its arbitration rules. If the parties do not agree to appoint the arbitrator(s) who has/have consented to participate within thirty (30) days after a notice of arbitration, the relevant appointment shall be made by HKIAC. (d) The arbitration proceedings shall be conducted in English. (e) The arbitrators shall decide any dispute between the parties arising under this Letter Agreement cannot reasonably be resolved submitted by the Parties through mutual negotiationto the arbitration strictly in accordance with the substantive law of New York and shall not apply any other substantive law. (f) Each Party hereto shall cooperate with the other(s) in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, the Parties hereto agree that the claim or dispute including the arbitrability subject only to any confidentiality obligations binding on such party. (g) The award of the Letter Agreement will arbitration tribunal shall be submitted to final and decided by binding arbitration under upon the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such Dispute to seek, usedisputing parties, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party prevailing party may apply to any judge a court of competent jurisdiction for enforcement of such award. (h) Any Party in dispute with another shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction in pending the city of Las Vegas, ▇▇▇▇▇ County, Nevada for appointment constitution of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages, and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in ▇▇▇▇▇ County, Nevada. The discovery provision of the Nevada Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by juryarbitral tribunal.