Common use of Mandatory Arbitration Clause in Contracts

Mandatory Arbitration. Any controversy, claim or dispute arising out of or relating to this Warrant, whether in contract or tort, shall be settled solely and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breach.

Mandatory Arbitration. Any controversyAs a condition of participating in this Sweepstakes, except where prohibited by law, Participant agrees that any dispute, claim or dispute controversy arising out of or relating to this Warrantthe Sweepstakes, whether in contract the award of a prize, or tortthe breach, termination, enforcement, interpretation or validity of the Official Rules, shall be settled solely submitted to and exclusively by a binding arbitration process administered determined by JAMS in Orange Countyexclusively on an individual, California. Such arbitration shall be conducted non-class basis pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the then-existing JAMS Expedited Arbitration ProceduresProcedures in those Rules. For the avoidance of doubt, Participant agrees that any and all disputes, claims and causes of action arising out of or related to this Sweepstakes or any prize awarded shall be resolved individually and not in the form of any class action or other form of representative action. Participant agrees that, as set forth a condition of participating in this Sweepstakes, Participant waives any right to bring any action arising from or related to the JAMS Arbitration Rules Sweepstakes or the award of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge prize as a class or other representative action. The arbitration shall be chosen by JAMS; (ii) each party to held in DuPage County, Illinois, before a single arbitrator, who shall be an attorney at law and an experienced commercial and contract law arbitrator. The Sponsor shall bear the arbitration will pay one-half cost of the expenses and fees arbitration, including the compensation of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; Arbitrator and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such partyall administrative expenses. The parties agree may be represented by their own attorneys in the arbitration proceeding and, except as may otherwise be required by law, shall be responsible for their own attorneys’ fees and costs incurred in presenting their case to abide by the Arbitrator. The Arbitrator shall have the power to award all decisions legal relief available in a court of law, including any and awards rendered all damages that may be available for any of the claims asserted, provided, however, that the arbitrator may not award any incidental, indirect, or consequential damages, including damages for lost profits, or any other relief waived under this Agreement. In addition, each of the parties shall retain all defenses that they would have in such proceedingsa judicial proceeding, including defenses based on the expiration of the statute of limitations and that the damages being sought are not authorized or are excessive. Such decisions The Arbitrator shall render a written award within thirty (30) Days after the matter is submitted for determination, and awards rendered by the award of the arbitrator shall be final and conclusivebinding on the parties. All such controversies, claims or disputes shall Judgment on the award may be settled entered in this manner in lieu of any action at law or equity; providedcourt having jurisdiction. This provision, however, that nothing shall not preclude the parties hereto from seeking provisional remedies in this subsection shall be construed as precluding the bringing aid of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in from a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunctionappropriate jurisdiction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachpreliminary injunctive relief.

Mandatory Arbitration. Any controversy, dispute or claim or dispute of whatsoever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement (other than any controversy, dispute or relating claim arising out of, in connection with, or in relation to this WarrantSection 5 of Exhibit F), whether in contract including any claim based on contract, tort or tortstatute, shall be settled solely determined by final and exclusively binding, confidential arbitration by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted the AAA in accordance with the its then-existing JAMS Expedited Commercial Arbitration ProceduresRules, as set forth in and the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one sole arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the selected in accordance with such AAA rules. Any arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved hereunder shall be governed by the arbitrator; United States Arbitration Act, 9 U.S.C. §§ 1-16 (or any successor legislation thereto), and (iii) arbitration may proceed in judgment upon the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards award rendered by the arbitrator shall may be final and conclusiveentered by any state or federal court having jurisdiction thereof. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding Neither the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party Members nor the arbitrator shall disclose the existence, contents content or results of such process any arbitration hereunder without the prior written consent of all parties, Members except where to the extent necessary or compelled in a court to enforce this arbitration provision the award or an award from required by applicable law; provided, however, that either Member may disclose the existence, content or results of any such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or to its partners, officers, directors, employees, agents, attorneys and accountants and to any other Person to whom disclosure is otherwise unavailablerequired by applicable law, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled including pursuant to an injunction, including order of a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with jurisdiction, or by any regulations or securities exchange listing rules applicable to such party or its Affiliates. Unless otherwise agreed by the parties, any arbitration hereunder shall be held at a neutral location selected by the arbitrator in the metropolitan area of Boston, Massachusetts. The cost of the arbitrator and the expenses relating to the arbitration (exclusive of legal fees) shall be borne equally by both Members unless otherwise specified in the award of the arbitrator. Such fees and costs paid or payable to the arbitrator shall be included in costs and reasonable attorneys’ fees for purposes of Section 8.18 and the arbitrator shall specifically have the power to award to the prevailing party pursuant to such Section such party’s costs and expenses incurred in such arbitration, including fees and costs paid to the arbitrator. Each Member’s obligation under this Warrant or enjoining Section 8.17 will survive the dissolution, liquidation and restraining such breachwinding up of the Company.

Mandatory Arbitration. (a) Any controversy, controversy or claim between or dispute among the parties hereto including but not limited to those arising out of or relating to this WarrantAgreement, whether including any claim based on or arising from an alleged tort (but excluding the enforcement of specific relief under Section 2.8(a) hereof, which shall be resolved in contract or tortthe manner prescribed therein and disputes under Section 2.8 hereof, all of which shall be governed by the terms thereof), shall be settled solely and exclusively determined by a binding arbitration process administered by JAMS in Orange Countyaccordance with the Federal Arbitration Act (or, Californiaif not applicable, the applicable New York law), the rules of practice and procedure for the arbitration of commercial disputes of the AAA, and the "Special Rules" set forth in paragraph (b) below. Such In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this Agreement applies in any court having jurisdiction over such action. (b) The following shall constitute the "Special Rules" which shall be applicable to any arbitration commenced under this Agreement: (i) the arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration ProceduresNew York, as set forth in the JAMS Arbitration Rules of Practice New York, and Procedureadministered by AAA, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMSwill appoint an arbitrator; (ii) each party to the all arbitration hearings will pay one-half be commenced within 90 days of the demand for arbitration, provided that, the arbitrator shall, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional 60 days; (iii) the costs and expenses of the arbitrator and fees reasonable costs and expenses of all parties to such arbitration, including professional fees, shall be borne by the party or parties determined by the arbitrator, together with other expenses who shall, in making such determination, take into account the relative merits of the arbitration incurred or approved positions contended by the arbitrator; parties and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) good faith efforts of the proceedings has been given parties in attempting to such party. The parties agree settle the matter without resort to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by arbitration, but the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu not take into consideration the relative ability of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In to pay such eventfees, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereofcosts, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachexpenses.

Mandatory Arbitration. (a) Any controversydisagreement between the Executive and the Company concerning anything covered by this Agreement or concerning other terms or conditions of the Executive’s employment or the termination of the Executive’s employment will be resolved by final and binding arbitration pursuant to the below, claim except for claims as to which then-applicable law prohibits mandatory arbitration. The decision of the arbitrator will be final and binding on both the Executive and the Company and may be enforced in a court of appropriate jurisdiction. (b) Except as provided in Section 8 or Section 20(a) above, if any legally actionable dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion or voluntary mediation between the Parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before a single arbitrator experienced in employment law. Any arbitration hereunder shall be conducted in accordance with the JAMS Mediation, Arbitration and ADR Services (“JAMS”) Employment Arbitration Rules and Procedures in effect at the time of the arbitration (the “JAMS Rules”) and the law applicable to the claim(s) asserted therein. The Parties shall have fifteen (15) calendar days after JAMS’s commencement of administration to agree on the selection of an arbitrator from the JAMS roster. If the Parties are unable to agree on an arbitrator in such time, JAMS will appoint an arbitrator. The Parties agree that this agreement to arbitrate covers claims that the Company may have against Executive, or that Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this WarrantAgreement, whether including but not limited to any aspect of Executive's compensation, employment, or termination, The Parties further agree that arbitration as provided for in contract this Section 20 is the exclusive and binding remedy for any such dispute and will be used instead of any court action, and the Parties hereby expressly waive any rights to litigate claims covered by this agreement to arbitrate in a court or tortother venue, except for (i) the claims excepted under Section 20(a); (ii) a request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law; (iii) breaches by Executive of Executive's obligations under Section 7 hereof; or (iv) an administrative claim with an administrative agency. The Parties agree that the arbitrator shall have the authority to and shall determine all gateway issues related to any dispute submitted to arbitration hereunder, including but not limited to the jurisdiction of the arbitrator, the arbitrability of any dispute (including the scope, validity, or enforceability of this agreement to arbitrate), and the proper or permissible parties to any such arbitration. Discovery must be allowed and conducted pursuant to the then applicable JAMS Rules, provided that the parties will be entitled to discovery sufficient to adequately arbitrate their claims and defenses (such as having more than one deposition per party). The arbitrator is authorized to rule on discovery motions brought under the applicable discovery rules. The Parties further agree that the arbitrator shall be settled solely and exclusively by a binding empowered to award damages and/or equitable relief, as appropriate. Any arbitration process administered by JAMS in Orange County, California. Such arbitration provided for herein shall be conducted in or around Rogers, Arkansas, unless otherwise mutually agreed. The arbitrator must issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the costs of Executive's representation in the arbitration (including but not limited to the fees and costs of Executive's attorneys, advisors, experts, and other service providers), unless such cost is awarded in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred law or approved otherwise awarded by the arbitrator; and (iii) arbitration . Except as otherwise provided above, the arbitrator may proceed award legal fees to the prevailing party in the absence arbitrator's sole discretion; provided that, where the prevailing party is the Company, the percentage of any party if written notice (pursuant to the JAMS rules and regulations) fees so awarded shall not exceed 1% of the proceedings has been given to such partynet worth of Executive. The parties agree to abide by all decisions and awards rendered Judgment upon any resulting arbitration award may be entered in such proceedingsany federal or state court of competent jurisdiction. Such decisions and awards rendered by Neither a party nor the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall may disclose the existence, contents content, or results outcome of such process any arbitration hereunder without the prior written consent of all partiesParties to the arbitration, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified may be required by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunctionlaw, including a mandatory injunction, to be issued by any court for purposes of competent jurisdiction ordering compliance with this Warrant entering judgment upon or enjoining and restraining such breachenforcing the arbitrator's award.

Mandatory Arbitration. Any controversyi. If you and 4Di are unable to resolve a dispute, controversy or claim or dispute arising out of or relating related to this WarrantAgreement (“Dispute”) through informal negotiations within thirty (30) days, whether in contract either you or tort, shall be settled solely 4Di may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a binding court rather than an arbitrator. Your arbitration process administered fees and your share of arbitrator compensation will be governed by JAMS in Orange County, Californiathe Rules. Such The arbitration shall may be conducted in accordance person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. ii. Notwithstanding the above, you and 4Di agree that arbitration will be limited to the Dispute between 4Di and you individually. To the full extent permitted by law, (a) no arbitration will be joined with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMSany other; (iib) each party there is no right or authority for any Dispute to the arbitration will pay onebe arbitrated on a class-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred action basis or approved by the arbitratorto utilize class action procedures; and (iiic) arbitration may proceed there is no right or authority for any Dispute to be brought in the absence of any party if written notice (pursuant to the JAMS rules and regulations) a purported representative capacity on behalf of the proceedings has been given to such partygeneral public or any other persons. iii. The parties agree to abide by all decisions You and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties 4Di agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result following Disputes are not subject to the parties in above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the event of the breach or threatened breach of validity of, any of the covenants hereofyour or 4Di’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breach.(c) any

Mandatory Arbitration. Any controversyExcept with respect to injunctive and other equitable relief contemplated by Section 9(f), any dispute, claim or dispute controversy arising out of from or relating related in any way to this WarrantAgreement or the Transaction Documents, whether in contract or tortthe interpretation, application, breach, termination or validity hereof and thereof, shall be settled solely and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted before three arbitrators in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Comprehensive Rules of Practice and ProcedureJudicial Arbitration & Mediation Services (“JAMS”), except where those rules conflict with the following exceptions if this Section 11, in conflict: (i) one arbitrator who is a retired judge which case this Section 11 shall control. The arbitration shall be chosen held in Los Angeles, California. Each arbitrator shall be an attorney who has at least fifteen (15) years of experience in corporate and intellectual property law or who was a judge of a court of general jurisdiction, shall be selected from JAMS’s national roster of arbitrators, and a disclosure by JAMS; such arbitrator shall reveal no conflicts of interest with respect to the dispute or the parties thereto (ii) each and any refusal to provide such disclosure or disclosure of any other conflict of interest shall be grounds for removal of such arbitrator upon the request of any party to the dispute). Within ten (10) business days after service of an arbitration will pay one-half of demand, the expenses and fees of disputing Parties shall each select one arbitrator. The two arbitrators selected shall, in turn, select the third arbitrator within ten (10) business days thereafter. If the arbitrators selected by the Parties cannot agree on a third arbitrator, together with other expenses of JAMS shall appoint such third arbitrator. All documents and information relevant to the arbitration incurred claim or approved by the arbitrator; and (iii) arbitration may proceed dispute in the absence possession of any party if written notice (pursuant Party to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator dispute shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of made available to any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result other Party to the parties in dispute not later than sixty (60) days after the event of the breach or threatened breach of any of the covenants hereofdemand for arbitration is served, and that the parties’ remedies at law arbitrators may permit such depositions or other discovery deemed necessary for any such breach or threatened breach will be inadequatea fair hearing. Subject to the indemnification rights of Section 9, the parties shall initially equally split the fees and costs of the arbitrators and JAMS related to such dispute. The existence and nature of the arbitration hearings and the size and nature of the arbitration award shall constitute Confidential Information of each Party that is party to the arbitration. Notwithstanding the foregoing sentence, judgment on the decision of the arbitrators may be entitled to an injunction, including a mandatory injunction, to be issued by entered in any court having jurisdiction, and disclosure to such court of competent jurisdiction ordering compliance with this Warrant or enjoining the terms of the dispute and restraining such breacharbitration award shall be permitted hereunder.

Mandatory Arbitration. Any controversyIn consideration of the Employer’s willingness to hire Employee and the wages and benefits to be paid to Employee, claim or dispute arising out of or Employee agrees that (except as provided expressly in this Agreement) any and all claims, disputes, and disagreements relating to this Warranthis/her recruitment, whether in contract employment with, or tort, termination of employment from the Employer or any of its affiliates shall be settled solely pursued through the escalation to the Employer’s President. If such escalation does not result in a prompt and exclusively mutually acceptable resolution of the matter or if the escalation procedure is not applicable to the particular situation, Employee further agrees, by a his/her signature below, to submit the claim, dispute, and/or disagreement (except for claims made by Employer pursuant to subparagraph 8(g) or any claim, dispute, or disagreement relating in any manner to sales commissions or sales-related compensation and disputes arising under Paragraph 8 hereof) to binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half rules of the expenses American Arbitration Association, and fees that these are the sole, exclusive, and final means for resolution of the any claims. By signing this Agreement, Employee acknowledges, understands, and agrees that any dispute arbitrated will be heard solely by an arbitrator, together with other expenses of the arbitration incurred and not by a court, and that Employee is waiving his/her right to trial by jury and Employee agrees that no demand, request, or approved motion will be made for trial by jury. Employee further agrees that this agreement to arbitrate any employment-related claim, dispute, or disagreement (except for claims made by Employer pursuant to subparagraph 8(g) or any claim, dispute, or disagreement relating to a sales commission or sales-related compensation and disputes arising under Paragraph 8 hereof), is governed by the arbitratorFederal Arbitration Act, and fully enforceable. Employee’s agreement to allow all claims, disputes, and disagreements to be arbitrated shall cover all matters directly or indirectly related to Employee’s recruitment, employment with, or termination of employment by the Employer or any of its affiliates; and including, without limitation, all claims involving laws against discrimination whether brought under federal, state, and/or local law, any claim in tort or contract, claims involving co-employees, claims involving wage payment, or collections matters (iii) arbitration may proceed in the absence of any party if written notice (excluding claims made by Employer pursuant to subparagraph 8(g) or any dispute, claim, or collections matter relating to a sales commission payment or sales-related compensation and disputes arising under Paragraph 8 hereof), or any other claim under any federal, state, or local law, regulation, or ordinance regarding employment, but excluding Worker's Compensation claims. To the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversiesextent federal law so requires, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection herein shall be construed as precluding to preclude Employee from filing charges with the bringing of an action for injunctive relief National Labor Relations Board or specific performance as provided engaging in this Warrantconcerted or other activity protected by the National Labor Relations Act. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in The right to a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereoftrial, and that the parties’ remedies at law for any such breach or threatened breach will be inadequateto a trial by jury, the parties shall be entitled to an injunctionis of value. EMPLOYEE MAY WISH TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. IF SO, including a mandatory injunctionEMPLOYEE IS ENCOURAGED TO TAKE A COPY OF THIS AGREEMENT WITH HIM/HER FOR FURTHER REVIEW. HOWEVER, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachEMPLOYEE WILL NOT BE OFFERED EMPLOYMENT BY THE EMPLOYER UNTIL THIS AGREEMENT IS FULLY EXECUTED BY EMPLOYEE AND THE EMPLOYER.

Mandatory Arbitration. Any controversy, claim or dispute arising out of or relating to this Warrant, whether in contract or tort, shall be settled solely and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential confidential, and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such an event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breach.

Mandatory Arbitration. (a) Any controversy, controversy or claim between or dispute among the parties hereto including but not limited to those arising out of or relating to this WarrantAgreement, whether including any claim based on or arising from an alleged tort (but excluding the enforcement of specific relief under Section 2.8(e) hereof, which shall be resolved in contract or tortthe manner prescribed therein and disputes under Section 2.8 hereof, all of which shall be governed by the terms thereof), shall be settled solely and exclusively determined by a binding arbitration process administered by JAMS in Orange Countyaccordance with the Federal Arbitration Act (or, Californiaif not applicable, the applicable Ohio law), the rules of practice and procedure for the arbitration of commercial disputes of the AAA, and the "Special Rules" set forth in paragraph (b) below. Such In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this Agreement applies in any court having jurisdiction over such action. (b) The following shall constitute the "Special Rules" which shall be applicable to any arbitration commenced under this Agreement: (i) the arbitration shall be conducted in accordance with Chicago, Illinois, and administered by AAA, who will appoint an arbitrator; (ii) all arbitration hearings will be commenced within 90 days of the then-existing JAMS Expedited Arbitration Proceduresdemand for arbitration, as set forth provided that, the arbitrator shall, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional 60 days; (iii) the costs and expenses of the arbitrator and reasonable costs and expenses of all parties to such arbitration, including professional fees, shall be borne by the party or parties determined by the arbitrator, who shall, in making such determination, take into account the JAMS Arbitration Rules relative merits of Practice the positions contended by the parties and Procedurethe good faith efforts of the parties in attempting to settle the matter without resort to arbitration, with but the following exceptions if in conflictarbitrator shall not take into consideration the relative ability of the parties to pay such fees, costs, and expenses. (c) No Person shall be entitled to pursue an indemnification claim arising under Article 10 for resolution by arbitration unless and until: (i) such claim, together with any other claims of such Person, involves one arbitrator who is a retired judge shall be chosen by JAMSor more matters or controversies aggregating $25,000 or more; or (ii) each party to the arbitration will pay one-half at least six months have elapsed since such Person became aware of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred such claim; or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant claim would otherwise become subject to the JAMS rules and regulations) extinguishment within 180 days under Article 10 because of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu lapse of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachtime.

Mandatory Arbitration. Any controversy, dispute, or claim or dispute of any nature arising out of, in connection with, or in relation to the interpretation, performance, enforcement or breach of this Agreement, including any claim based on contract, tort or relating statute (collectively, a “Dispute”), that cannot be resolved by the Parties within thirty (30) days after a Party delivers written notice of such Dispute to the other Party shall first be submitted to mediation between the Parties. In the event that such mediation does not resolve the Dispute within ten (10) Business Days, the Dispute shall be resolved at the written request of any Party by binding arbitration using applicable arbitration procedures of JAMS located in San Diego, California pursuant to California law. The Parties shall attempt to designate one arbitrator from JAMS. If they are unable to do so within thirty (30) days after written demand therefor, then JAMS shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys’ fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to any Party which is not the prevailing party. Notwithstanding anything to the contrary contained herein, this WarrantSection 14.17 shall not prevent a Party from seeking and obtaining equitable relief on a temporary or permanent basis, whether including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in contract the state of California (to which all Parties consent to venue and jurisdiction) by instituting a legal action or tortother court proceeding in order to protect or enforce the rights of such Party under this Agreement or to prevent irreparable harm and injury. The court’s jurisdiction over any such equitable matter, however, shall be settled solely expressly limited only to the temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Agreement between the parties hereto shall be determined through final and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in terms of this Section 14.17. Neither the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by Parties nor the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents content or results of such process any arbitration hereunder without the prior written consent of all parties, Parties except where to the extent necessary or compelled in a court to enforce this arbitration provision the award; provided, however, that either Party may disclose the existence, content or an award from results of any such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or to its partners, officers, directors, employees, agents, attorneys, accountants, lenders and to any other Person to whom disclosure is otherwise unavailablerequired by applicable law, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled including pursuant to an injunction, including order of a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with jurisdiction. The terms and provision of this Warrant or enjoining and restraining such breachSection 14.17 shall survive the Payment Date.

Mandatory Arbitration. Any controversy(A) If any dispute or disagreement between the parties involving damages and claims of less cannot be resolved to the satisfaction of the parties within twenty (20) days after either party has notified the other in writing of the need to resolve such dispute or disagreement, claim then such dispute or dispute disagreement shall be immediately referred in writing to an Executive Officer of each party for (B) All disputes relating to or arising out of or relating to this Warrant, whether in contract or tort, Agreement shall be settled solely resolved by compulsory, mandatory, exclusive and exclusively by a binding arbitration process administered conducted in accordance with an arbitrator or arbitration panel under a set of arbitration rules as may be mutually agreed upon by JAMS the parties, but if the parties do not agree on the foregoing within thirty (30) days of the notice of dispute, in Orange Countyaccordance with the then prevailing Commercial Arbitration Rules of the American Arbitration Association by one (1) arbitrator selected according to the Rules of the American Arbitration Association (the “Arbitrator”). In any event, Californiathe arbitrator will be a lawyer available from the pool of otherwise qualified disinterested arbitrators, who has experience or significant familiarity in two (2) or more of the following areas: (i) business processes within life insurance companies; (ii) the regulation of the type of insurance which is the subject of the dispute, in particular; and (iii) information technology transactions and intellectual property rights in the financial services industry. Decisions of the Arbitrator in accordance with this Section shall be final and binding on the parties hereto. The Arbitrator shall render a judgment of default against any party who fails to appear at a properly noticed arbitration proceeding. Such arbitration shall be conducted in a location acceptable to all parties. Each party shall bear its own costs incurred in connection with such arbitration and shall share equally in the arbitration/Arbitrator’s fee, until and unless the Arbitrator decides otherwise in accordance with this Section. (C) For all matters decided by the then-existing JAMS Expedited Arbitration ProceduresArbitrator, as set forth the Arbitrator shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and to the extent necessary to resolve any ambiguities in this Agreement, custom and usage of the JAMS Arbitration Rules industry of Practice all parties. Such decisions shall be in writing and Procedureshall state the findings of fact and conclusions of law upon which the decision is based, with the following exceptions if in conflictprovided that such decision may not: (i) one arbitrator who is include a retired judge shall be chosen by JAMSsuspension of this Agreement or any provisions hereof; or (ii) each party to render a decision which, if reached by a trial court, would be vacated, modified or corrected in whole or in part under the arbitration will pay one-half standard of review used by appellate courts reviewing a trial court decision. The decision shall be based exclusively upon the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved evidence presented by the arbitrator; and (iii) arbitration may proceed parties at a hearing in which evidence shall be allowed. Said decision shall be subject to review by appropriate courts of competent jurisdiction under the absence standard of any party if written notice (pursuant to review used by appellate courts reviewing a trial court decision. If the JAMS rules and regulations) of the proceedings has been given to decision is not vacated, modified, or corrected in whole or in part upon an appeal, such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator decision shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of binding upon all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties proceeding and may be entered by either party in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachhaving jurisdiction.

Mandatory Arbitration. Any controversyIf a Dispute is not fully resolved pursuant to subparagraph 15(b) within thirty (30) calendar days’ of submission to mediation, claim or dispute arising out of or relating to this Warrant, whether in contract or tort, shall the Dispute may be settled solely and exclusively submitted by a either party for definitive resolution through binding arbitration process administered (an “Arbitration”) with a single neutral arbitrator (the “Arbitrator”) mutually agreed upon by JAMS in Orange County, California. Such arbitration shall be conducted the parties or otherwise selected in accordance with the then-existing JAMS Expedited Arbitration ProceduresRules (as defined below) in Houston, as set forth in Texas. In the JAMS Arbitration Rules of Practice and Procedureevent the parties cannot agree on an Arbitrator, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge Arbitrator shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved selected by the arbitrator; and (iii) arbitration may proceed in the absence Houston, Texas office of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration or its successor in accordance with its arbitrator selection procedures. The Arbitration shall be brought before the Arbitrator and heard in accordance with then-existing Expedited Procedures applicable AAA Employment Arbitration Rules (the “Rules”). The Arbitrator shall (i) have the authority to compel adequate discovery for the resolution of the Dispute and to award such relief as set forth would otherwise be permitted by applicable law; and (ii) issue a written arbitration decision including the Arbitrator’s essential findings and conclusions and a statement of the award. The Arbitrator shall determine if any Dispute or issue is subject to this arbitration obligation, and to award any or all remedies that either party would be entitled to seek in a court of law. The Company shall bear the administrative costs and expenses of the Arbitration, including the Arbitrator’s fee, and each party shall bear its own attorney’s fees and associated expenses, subject to re-allocation as permitted under the Rules and applicable substantive law. Except as required by law or as may be reasonably required in connection with ancillary judicial proceedings to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm or challenge an arbitration award, the Arbitration proceedings, including any hearings, evidence, and award, shall be confidential, and the parties shall not disclose any awards, any materials in the Commercial Arbitration Rules as modified proceedings created for the purpose of the arbitration, or any documents produced by this subsectionanother party in the proceedings not otherwise in the public domain. In such event, all references herein to JAMS shall mean AAAJudgment on any award rendered by an arbitration tribunal may be entered in any court having jurisdiction thereover. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties may bring an action or special proceeding in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachfor the purpose of compelling arbitration.

Mandatory Arbitration. Any controversyExcept for the Major Decisions described in Section 8.01, any claim or dispute controversy arising out of or relating to this WarrantAgreement, whether in contract or tortincluding, shall be settled solely and exclusively by without limitation, any dispute regarding a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted Major Decision that is not resolved in accordance with the thenBuy-existing JAMS Expedited Arbitration ProceduresSell Provision hereof (Section 8.01), as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen resolved by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved administered by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified and its Optional Rules for Emergency Measures of Protection. Any arbitration shall be held in New York, New York before a single independent arbitrator. Such arbitrator (i) shall not have performed or been engaged to perform any services for the Company, SLG or GKK (or any of their respective Affiliates) within the then-preceding three (3) years and (ii) shall have had at least ten (10) years professional experience in commercial real property development or management in New York City, New York. The arbitrator shall be appointed by this subsectionagreement of the Members or, if the Members cannot agree on an arbitrator within fifteen (15) calendar days of the initiation of arbitration, the arbitrator shall be appointed in accordance with the AAA’s default rules for the appointment of arbitrators. In The arbitrator shall apply the substantive laws of the State of Delaware, without regard to choice of law considerations, and may grant any remedy or relief he or she deems just and equitable, including, without limitation, provisional, interim, or injunctive relief (in which case the Member granted such eventprovisional, all references herein to JAMS shall mean AAA. Notwithstanding the foregoinginterim, recognizing the irreparable damage will result or injunctive relief may seek enforcement thereof in any court of competent jurisdiction, without prejudice to the parties in the event continued arbitration of the breach claim or threatened breach of any of controversy). The award shall be in writing and shall set forth the covenants hereofreasoning on which it is based. The award shall be final, binding, and that non-appealable, and judgment upon the parties’ remedies at law for any such breach or threatened breach will award may be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued entered by any court of competent jurisdiction ordering compliance with jurisdiction. Any claim will be time-barred unless arbitration is commenced within one (1) year after the basis for the claim became known to the Member asserting it. This time limit may be tolled by written agreement of the Members. All issues relating to the timeliness of claims shall be resolved by the arbitrator. All matters relating to the enforceability of this Warrant or enjoining arbitration provision and restraining such breachany award shall be governed by the Federal Arbitration Act, 9 U.S.C. Sec. 1, et seq. The pendency of an arbitration shall not affect the ability of the SLG Member to exercise its rights under the Call Provision hereof, which may be exercised at any time, except as expressly set forth in Section 8.02.

Mandatory Arbitration. Any controversyIf either party is not satisfied with the results of the mediation, claim or either party may submit the dispute arising out to arbitration, within thirty (30) days following the date of or relating to this Warrantcompletion of the mediation. If the amount in controversy is less than the jurisdictional limits of RCW 7.06, whether in contract or tortas implemented through the Superior Court Mandatory Arbitration Rules (“MAR”) and Local Rules, the dispute shall be settled submitted to arbitration in accordance with the Mandatory Arbitration Rules and the Local Rules of the county in which the Home is located. You and the Builder hereby waive any objections that the dispute is not arbitrable. If necessary to obtain an arbitration under the Mandatory Arbitration Rules and the Local Rules, either party may commence litigation, solely and exclusively for the purpose of obtaining an arbitration proceeding, but no discovery shall be conducted (other than as required by a binding arbitration process administered by JAMS the arbitrator) or other actions taken in Orange Countythe litigation until completion of the arbitration. If the county in which the Home is located has not adopted Mandatory Arbitration or the amount in controversy is in excess of the jurisdictional limits, California. Such the arbitration shall be conducted in accordance with the then-existing following provisions: The arbitration shall be conducted by a single arbitrator before JAMS Expedited Arbitration Proceduresor such other arbitration service as may be mutually agreed, under the arbitration rules generally utilized by JAMS, modified as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflictfollows: (i) one the total time from date of demand for arbitration to final award shall not exceed 90 days for disputes less than $50,000 or 12 months for disputes exceeding $50,000; (ii) the arbitrator who is a retired judge shall be chosen by JAMSJAMS without submittal of lists and subject to challenge only for good cause shown; (iiiii) each party to the arbitration will pay one-half arbitrator shall have substantial experience in Construction Defects disputes; (iii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iv) the time, date and place of the expenses and fees hearing shall be set by the arbitrator in his or her sole discretion, provided that there be at least 60 days prior notice of the arbitrator, together with other expenses hearing; (v) there shall be no post-hearing briefs; (vi) there shall be no discovery except by order of the arbitration incurred or approved by the arbitrator; and (iiivii) the arbitrator shall issue his or her award within 30 days after the close of the hearing. The arbitration may proceed shall be held in the absence of any party if written notice (pursuant to county in which the JAMS rules and regulations) of the proceedings Home is located. Whether or not mandatory arbitration has been given to such party. The parties agree to abide by all decisions and awards rendered adopted in such proceedings. Such decisions and awards rendered by the county where the arbitration hearing is held, the decision of the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled appealable in this the same manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process Section 7.1 of the MAR, and any arbitration hereunder the procedures for appeal shall be confidential the same as provided in the MAR. The fees and no expenses of the arbitrator shall be paid half by each party shall disclose unless the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or arbitrator decides otherwise in a legal proceedingits discretion. If JAMS no longer exists or is otherwise unavailable, The parties shall each hold harmless and indemnify the parties agree that arbitrator from any claims arising in connection with the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsectionarbitration. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties The prevailing party shall be entitled to award of its reasonable attorney’s fees and taxable costs. The award of attorney’s fees shall not be affected by offers of settlement. In an injunctionappeal of the arbitration and trial de novo, including a mandatory injunction, to be issued by any court Section 7.3 of competent jurisdiction ordering compliance with this Warrant or enjoining the MAR shall apply for determination of costs and restraining such breachattorneys fees.

Mandatory Arbitration. Any controversyUnless and except the relief sought requires the exercise of the equity powers of a court of competent jurisdiction or to the extent otherwise expressly agreed in writing by the Seller Parties and Buyer, claim or in the event of any dispute arising out of or relating related to this Warrant, whether in contract Agreement or tort, shall be settled solely and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequatetransactions contemplated hereby, the parties shall be required to enter into arbitration according to this Section 10.4.1: (a) Whenever any arbitration is permitted or required hereunder, arbitration proceedings shall be commenced by the party desiring arbitration (the "Initiating Party") giving notice to the other party (the "Responding Party") specifying the matter to be arbitrated and requesting an arbitration thereof. For the purpose of arbitrating such matter, the Initiating Party and the Responding Party shall then designate or appoint a single arbitrator. If such appointment is not made within ten (10) days after the receipt of such notice, either party shall be entitled to make application to the Delaware Court of Chancery pursuant to the Delaware Uniform Arbitration Act for selection of the arbitrator, and the provisions of such statute shall govern such selection. Each arbitrator selected for the purposes of this Section 10.4.1 shall be a qualified arbitrator, be at arm's length from the parties, and have a minimum of ten (10) years’ experience in the arbitration of commercial disputes in Delaware. (The person appointed arbitrator according to this Section 10.4.1 is called the "Arbitrator"). (b) Following his or her appointment, the Arbitrator shall proceed to hear the submissions of the parties, and shall render a decision as expeditiously as possible and in any (c) The decision of the Arbitrator shall be final and binding upon the parties and not subject to appeal either on an injunction, including a mandatory injunction, to issue of law or an issue of mixed fact and law. Judgment upon the award or decision rendered by the Arbitrator may be issued by entered in any court having jurisdiction. (d) In the event of competent jurisdiction ordering compliance with this Warrant the failure, refusal or enjoining inability of any Arbitrator to act, a new arbitrator shall be appointed in his stead, which appointment shall be made in the same manner as hereinbefore provided. (e) If an arbitration decision is not rendered within the ninety (90) day period above referred to, then at any time after the expiration of such ninety (90) day period until the decision is so made, either party may cancel the appointment of the Arbitrator previously made and restraining such breachinitiate new arbitration proceedings by a new written notice requiring an appointment.

Mandatory Arbitration. Any controversya. Except as otherwise provided in this Agreement any disagreement, dispute, controversy or claim with respect to the validity of this Agreement or dispute arising out of or relating in relation to this WarrantAgreement or a Kroger purchase order or any agreement in which either is incorporated, whether in contract or tortbreach hereof, shall be finally settled solely by arbitration in Cincinnati, ▇▇▇▇▇▇▇▇ County, Ohio, USA or other location agreed upon by Kroger, in accordance with articles of the American Arbitration Association for Commercial Arbitration. The dispute will be determined by one arbitrator, except that if the dispute involves an amount in excess of $1,000,000 (exclusive of interest and exclusively costs (“Complex Case” or “Complex Cases”)), three arbitrators will be appointed. In a Complex Case, each party will select an arbitrator from the AAA National Roster and, unless the parties agree upon the selection of a third arbitrator, the two party-appointed arbitrators will select a third arbitrator from the AAA National Roster to serve as the chairperson of the panel within thirty (30) days of the last party- appointed arbitrator, otherwise the AAA may appoint the chairperson. b. Neither party will commence an arbitration proceeding pursuant to the provisions set forth below unless that party first gives a written notice (a “Dispute Notice”) to the other party setting forth the nature of the Dispute. The parties agree to try in good faith to settle the dispute 1) first through discussions between the parties’ senior management and then 2) non-binding mediation conducted by a binding mediator mutually agreeable to the parties before resorting to arbitration. If the parties cannot agree on a mediator within forty-five (45) days of the Dispute Notice, mediation shall be conducted pursuant to the AAA commercial mediation procedures. Failure to submit the Dispute Notice shall be grounds to dismiss any arbitration process administered filed by JAMS either party. The parties agree to mediate within sixty 60 days of the Dispute Notice, unless extended by mutual agreement of the parties. However, pre- arbitration mediation will not be required in Orange CountyComplex Cases, Californiaas defined in this section. Such arbitration If the parties mutually agree to mediate a Complex Case, such mediation shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth provisions contained in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge this section. The mediation shall be chosen conducted in Cincinnati, ▇▇▇▇▇▇▇▇ County, Ohio, USA or other location agreed upon by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such partyKroger. The parties agree to abide by all decisions and awards rendered in such proceedingsexchange any relevant, non-privileged documents that support their claims or defenses not later than two weeks before the scheduled mediation. Such decisions and awards rendered The mediator’s fees will paid equally by the arbitrator parties and each party shall bear its own attorney’s fees and expenses. If the Dispute has not been resolved through mediation as provided above, or otherwise resolved, within ninety (90) days after receipt of the Dispute Notice, or any mutually agreed upon extension, then the Dispute will be determined by binding arbitration. The arbitration shall be final and conclusivecommenced within fifteen 15 days after the termination of mediation or, if mediation is not conducted, within sixty 60 days of the Dispute Notice. All The arbitration will be conducted in accordance with such controversies, claims or disputes shall rules as may be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding agreed upon by the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled failing agreement within thirty (30) days after arbitration is demanded, in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, accordance with the parties agree that Commercial Arbitration Rules of the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breach).

Mandatory Arbitration. Any controversy, claim or dispute arising out of or relating to this WarrantAgreement, whether in contract or tort, shall be settled solely and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this WarrantAgreement. This dispute resolution process and any arbitration hereunder shall be confidential confidential, and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such an event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant Agreement or enjoining and restraining such breach.

Mandatory Arbitration. Any controversyThe parties hereby agree to submit all controversies, claim or dispute claims and matters of difference arising out of or relating to this Warrant, whether in contract or tort, shall be settled solely Agreement and exclusively by a the transactions contemplated hereby to binding arbitration process administered by JAMS in Orange Countythe County of Duval, California. Such arbitration shall be conducted State of Flo▇▇▇▇, in accordance with the then-existing JAMS Expedited rules and practices of The American Arbitration ProceduresAssociation from time to time in effect (the "Rules"). This submission and agreement to arbitrate shall be mandatory, as set forth exclusive and specifically enforceable. All references in this Agreement to litigation between Purchaser and Seller, shall be governed by the JAMS Arbitration Rules provisions of Practice and Procedurethis Section 10, with 16. Without limiting the generality of the foregoing, the following exceptions if shall be considered controversies for this purpose: (a) All questions relating to the breach of any obligation, warranty, representation, covenant or agreement hereunder or under any Exhibit hereto and all questions relating to the construction and interpretation thereof, (b) All questions relating to representations, negotiations and other proceedings leading to the execution hereof and all modifications of this Agreement of every nature and description; (c) Failure of any party to deny or reject a claim or demand of another party; (d) All questions as to whether the right to arbitrate any questions exists or as to the existence of any agreement to arbitrate; and (e) All issues raised by any subsequent alleged amendment hereto, whether written or oral, unless such amendment expressly cancels this arbitration provision in conflict: (i) one arbitrator who is writing signed by all affected parties hereto. The parties may agree on a retired judge as sole arbitrator. In the absence of such agreement, there shall be chosen three (3) arbitrators, selected in accordance with the Rules: one (1) attorney and/or retired judge, one (1) expert in commercial mortgage and real estate transactions, and one (1) certified public accountant. A decision agreed on by JAMS; two (ii2) each party to the arbitration will pay one-half of the expenses and fees of arbitrators shall be the arbitrator, together with other expenses decision of the arbitration incurred or approved by the arbitratorpanel; and (iii) arbitration may proceed provided however, that in the absence case of any party monetary damages, if written notice (pursuant there is no agreement of two arbitrators as to the JAMS rules and regulations) amount of the proceedings has been given to such partyaward, then the final award of the arbitration panel for the purpose of this Agreement shall be the amount left after excluding the highest and lowest amounts. The parties agree to abide by all decisions and awards rendered in such proceedings. Any award shall include costs and reasonable attorneys' fees to the successful party. Such decisions and awards rendered by the arbitrator shall be final and conclusivebinding on all parties. There shall be no appeal therefrom, other than for fraud or misconduct. All awards may be filed with the clerk of one or more courts, State or Federal, having jurisdiction over the party against whom such controversies, claims an award is rendered or disputes its property as a basis of judgment and of the issuance of an order authorizing execution for collection. Nothing in this Agreement and/or the Exhibits hereto shall be settled deemed to prevent the arbitration panel from exercising authority to permit exercise by a party of its legal and/or equitable remedies, including the right of offset. It is understood by the parties that there is not intended in this manner in lieu Agreement or any Exhibit hereto that there be a waiver of a party's right to any action at law or equity; providedremedy which may be enforced through arbitration, howeverspecifically including, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailablelimitation, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event right of the breach or threatened breach of any of the covenants hereof, setoff and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachinjunctive relief.

Mandatory Arbitration. Any controversyIn exchange for the mutual promises contained in this Agreement, claim or dispute arising out and as a condition of or relating to this WarrantEmployee’s employment with Employer, whether and Employee’s sign-on bonus, Employer and Employee agree that: (a) any and all “Covered Claims” (as defined in contract or tort, Section 3 below) shall be settled solely submitted to and exclusively resolved by a final and binding arbitration process to be held in Chicago, Illinois, before a single arbitrator and administered by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇-employment-arbitration/). The Employee can also call the JAMS at (▇▇▇) ▇▇▇-▇▇▇▇ with any questions about the arbitration process. If the JAMS Employment Arbitration Rules are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern; (b) the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties, except for a dispute regarding the enforceability or scope of the waiver in Orange CountySection 5, California. Such which shall be determined by a court of competent jurisdiction; and (c) the Arbitrator’s decision shall be final and binding only on the Parties to this Agreement and the Parties agree that awards deciding issues for similarly situated employees will have no preclusive effect in any arbitration between the Parties; and (d) nothing in this Agreement shall preclude the Parties from seeking provisional remedies, such as an injunction or temporary restraining order, in aid of arbitration from a court of competent jurisdiction or from the arbitrator; and (e) the Arbitrator shall have no power to award punitive damages to either party, except where an applicable statute allows for punitive damages; and (f) the arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice on a confidential basis and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge there shall be chosen by JAMS; (ii) each party to no disclosure of evidence or the award or Arbitrator’s decision beyond the arbitration will pay one-half of the expenses and fees of the arbitratorproceeding, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as unless otherwise provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach agreement or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued allowed by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachlaw.

Mandatory Arbitration. Any controversyExcept to the extent expressly otherwise --------------------- provided in this Agreement, any controversy or claim between or dispute among the parties arising out of or relating to this Warrant, whether Agreement or any agreements or instruments relating hereto or delivered in contract connection herewith and any claim based on or tortarising from an alleged tort related to this Agreement, shall at the request of either party be settled solely and exclusively determined by a binding arbitration process administered by JAMS in Orange County, Californiaarbitration. Such The arbitration shall be conducted in accordance with the thenUnited States Arbitration Act (9 U.S.C. (S)(S) 1-existing JAMS Expedited Arbitration Procedures16), as set forth notwithstanding any choice of law provision in this Agreement, and under the JAMS auspices and Commercial Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“the "AAA”") then in effect except where modified in this Agreement. The arbitration shall administer be held in the city selected by mutual agreement of the parties, or, if the parties cannot agree, by the AAA. The matter will be resolved by a sole arbitrator selected by mutual agreement of the parties, or, if the parties cannot agree, by the AAA; however, if the dispute exceeds an amount of $3,000,000, it will be resolved by three independent and impartial arbitrators (none of whom shall be appointed by either party). If the matter is to be resolved by a sole arbitrator, she/he must be licensed to practice law by the State of California. If the matter is to be resolved by three arbitrators, at lease one of the arbitrators must be an attorney so licensed. The arbitrators are empowered to award all damages otherwise available under the terms of this Agreement, except punitive damages and each party hereby irrevocably waives any right to punitive damages. Each party may make a one-time request for documents and depositions. If disputes arise concerning these requests, the arbitrators shall have sole and complete discretion to determine the disputes. In resolving the dispute and determining awards, the arbitrators shall give effect to the applicable law. The arbitrators shall give effect to statutes of limitation in determining any claim, and any controversy concerning whether an issue is arbitrable shall be determined by the arbitrators. The arbitrators shall deliver a written opinion setting forth findings of fact and the rationale for the decision for any claim involving in excess of $500,000. The arbitrators shall reconsider the decision once upon the motion and at the expense of the moving party. The section of this Agreement titled Confidentiality shall apply --------------- to the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such eventproceeding, all references herein to JAMS evidence taken and the opinion. Judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event not constitute a waiver of the breach or threatened breach right of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunctionparty, including a mandatory injunctionthe plaintiff, to be issued by submit the controversy or claim to arbitration if any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining other party contests such breachaction for judicial relief.

Mandatory Arbitration. (a) Any controversyand all disputes, claim claims, or dispute controversies between the Parties (specifically including, but not being limited to, any assignee of a Party) arising out of or relating to this WarrantAgreement, whether in contract or tortincluding the breach thereof, that are not resolved by their mutual agreement shall be settled solely submitted to final and exclusively by a binding arbitration process administered by JAMS before JAMS, or its successor, at JAMS’ office in Orange CountySan Francisco, California, pursuant to the Federal Arbitration Act, 9 U.S.C. Sec. Such 1, et seq. The dispute shall be submitted to one arbitrator, who shall have sole authority to determine procedural questions, such as arbitrability, standing, and real party in interest, as well as the merits of the claim. (b) Any Party may commence the arbitration shall process by filing a written demand for arbitration with JAMS and concurrently sending a copy to the other Party or Parties. The arbitration will be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS provisions of JAMS’ Comprehensive Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in effect when the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAAdemand is filed. Notwithstanding the foregoing, recognizing the irreparable damage will result depositions may be taken and other discovery obtained during such arbitration proceedings to the parties same extent as authorized in civil judicial proceedings in the event State of California. The parties to the dispute, claim, or controversy will cooperate with JAMS and each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The costs and fees of JAMS and of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will arbitrator shall be inadequate, borne equally by the parties shall be entitled to an injunctionthe dispute, including a mandatory injunction, to be issued claim or controversy. The provisions of this Section 13 are specifically enforceable by any court of competent jurisdiction. (c) The Parties may apply to a court of competent jurisdiction ordering compliance with for a temporary restraining order, preliminary injunction or other interim, injunctive, declaratory, or equitable relief, as necessary, without breach of this Warrant Section 13 and without abridgement of the powers of the arbitrator. (d) By agreeing to binding arbitration as provided herein, each of the Parties waives his/her/its right to have any dispute, claim or enjoining and restraining such breachcontroversy arising out of or relating to this Agreement decided in court by a judge or jury.

Mandatory Arbitration. Any The Parties agree that any dispute, controversy, claim or dispute claims arising out of or relating to this WarrantAgreement, whether in contract or tortthe breach, termination, or validity of this Agreement, and any question of the arbitral tribunal’s jurisdiction or the existence, scope or validity of this arbitration agreement or the arbitrability of any claim (each a “Dispute”) shall be settled solely finally resolved in accordance with the procedures set forth in this Section 5.7. (a) In the event of a Dispute, such Dispute shall first be submitted, at the written request of any Party (the “Mediation Request”), to non-binding mediation before a third-party mediator mutually agreed to and engaged by the Parties, with each Party to bear equally the costs of the mediation. (b) If the Dispute is not resolved in writing for any reason by mediation within fifteen (15) days after the first substantive session with the mediator, which period can be extended by mutual agreement of the Parties, then the Dispute shall be resolved exclusively by a final and binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS International Arbitration Rules in effect at the time (the “Rules”), except as modified herein. (c) Any request to arbitrate the Dispute must be made in writing within the applicable statute of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equitylimitations; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result respect to the parties in the event of the breach or threatened breach of any of the covenants hereofsubject Dispute, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties no Party shall be entitled to an injunctionrely upon the expiration of any limitations period or contractual deadline during the period between the date of receipt of the Mediation Request and the date of any arbitration being commenced under this Section with respect to the Dispute. (d) Notwithstanding the agreement to arbitrate, including a mandatory injunction, the Parties do not intend to be issued by deprive any court of competent its jurisdiction ordering compliance to issue interim relief including injunctive or equitable relief in order to maintain status quo and/or restrain any acts in violation of this Agreement pending arbitration and/or in aid of arbitration, or to compel arbitration. Without prejudice to such provisional remedies that may be granted by a court, the arbitrators shall have full authority to grant provisional remedies, to order a Party to request that a court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrators’ orders to that effect. (e) In addition to monetary damages, the arbitrators shall be empowered to award injunctive and equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Agreement. (f) The seat of the arbitration shall be New York, New York. The arbitration shall be conducted in the English language. (g) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the request for arbitration. The two arbitrators so appointed shall, in consultation with the parties, appoint the third and presiding arbitrator (the “Presiding Arbitrator”) within thirty (30) days of the appointment of the second arbitrator. If any party fails to appoint an arbitrator, or if the two party-appointed arbitrators fail to appoint the Presiding Arbitrator, within the time periods specified herein, then any such arbitrator shall, upon any party’s request, be appointed by JAMS in accordance with the Rules. (h) By executing this Warrant Agreement, and in particular this arbitration agreement, each Party waives and agrees not to assert, by way of motion, as a defense or enjoining otherwise, any claim that such Party is not subject to the jurisdiction of the arbitral tribunal. Each Party to any Dispute shall pay its own expenses, including attorneys’ fees and restraining the Parties shall share equally the arbitrators’ fees and JAMS’s administrative costs. (i) The arbitrators shall issue a reasoned award in writing. (j) The parties consent and submit to the non-exclusive jurisdiction of any federal court located in the State of New York or, where such breachcourt does not have jurisdiction, any New York state court, in either case located in the Borough of Manhattan, New York City, New York (“New York Court”) for the enforcement of any arbitral award rendered hereunder and to compel arbitration or for interim or provisional remedies in aid of arbitration. In any such action: (i) each party irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Court; (ii) each of the parties irrevocably consents to service of process sent by a national courier service (with written confirmation of receipt) to its address identified in Section 5.16 of this Agreement or in any other manner permitted by applicable law; and (iii) each of the parties waives any right to trial by jury in any court. (k) The award of the arbitrators shall be final and binding upon the Parties thereto and shall be the sole and exclusive remedy between the Parties regarding any Disputes presented to the arbitrators. Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrators may be entered or enforced in any court having jurisdiction over any Party or any of its assets. (l) Any arbitration proceedings, decision, or award rendered hereunder, and the validity, effect, and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (m) It is part of the essence of this Agreement that any Dispute hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Parties and their agents agree not to disclose to any third party (i) the existence or status of the mediation or arbitration, (ii) all information made known and documents produced in the mediation or arbitration not otherwise in the public domain, and (iii) all decisions or awards arising from the mediation or arbitration, except and to the extent that disclosure is required by applicable law or is required to protect or pursue a legal right. Before making any disclosure outside the mediation or arbitration as permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests (e.g., by application for a protective order and/or to file under seal).

Mandatory Arbitration. Any controversy(a) Subject to the provisions contained in Section 1.01 hereof, claim if the Parties are unable to resolve a Dispute during the Negotiation Period (or dispute arising out to any extension thereof that may be agreed upon by the Parties in writing), then and upon expiration of or relating to this Warrantsuch period, whether in contract or tort, the Dispute shall be settled solely finally and exclusively resolved by a binding arbitration process administered by JAMS the American Arbitration Association’s International Centre for Dispute Resolution (“ICDR”) under the ICDR’s International Dispute Resolution Procedures (English) (“ICDR Rules”). (b) In addition to the ICDR Rules, or in Orange Countysupplementation or as an exception thereto, California. Such as the case may be, the following rules and procedures shall govern any arbitration of a Dispute conducted hereunder: (1) Unless otherwise agreed by the parties to the Dispute, the place of the arbitration shall be ___________________ and the arbitration shall be conducted in accordance with the then-existing JAMS Expedited English language. (2) Unless otherwise agreed by the parties to the Dispute, the arbitration shall be conducted by a three (3) arbitrators (the “Arbitral Tribunal”). One arbitrator shall be nominated by the claimant(s) and the second arbitrator shall be nominated by the respondent(s). The two nominated arbitrators shall then jointly nominate the third arbitrator, who shall act as chairman of the Arbitral Tribunal and shall be a licensed to practice law in ___________ and shall have expertise in the matters involved in the Dispute. If the claimant(s) or the respondent(s) fails to nominate an arbitrator to the Arbitral Tribunal within thirty (30) calendar days after the date on which a Notice of Arbitration Procedureshas been received by the ICDR to commence the arbitration under the ICDR Rules (the “Arbitration Commencement Date”), or the two arbitrators nominated by the claimant(s) and respondent(s), respectively, fail to designate the third arbitrator to the Arbitral Tribunal within thirty (30) calendar days after the Arbitration Commencement Date, the ICDR shall appoint any arbitrator or arbitrators required to complete the Arbitral Tribunal, including the third arbitrator that is to act as the chairman of the Arbitral Tribunal. (3) The appointing authority shall be the ICDR. (4) No arbitrator selected or appointed to the Arbitral Tribunal shall be older than seventy (70) years of age at the time of his/her appointment. (c) The decision or award of the arbitrator(s) shall be in writing and shall state its detailed reasoning for the award. Discovery of evidence shall be conducted expeditiously by the Parties, bearing in mind the Parties’ desire to limit discovery and to expedite the decision or award of the arbitrator(s) at the most reasonable cost and expense of the Parties. 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 confirmation of the award and/or an order of enforcement, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: case may be. (id) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half Any decision or award of the expenses and fees Arbitral Tribunal (including any assessment of the arbitrator, together with other costs and expenses of the arbitration) shall be final, conclusive and binding on the Parties, and any right of application or appeal to the U.S. courts or to the courts in any other jurisdiction in connection with any question of law or fact arising in the arbitration incurred or approved in connection with any award or decision made by the arbitrator; Arbitral Tribunal or the arbitrator(s) shall, so far as lawfully possible, is and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final waived and conclusive. All such controversies, claims or disputes shall excluded (except as may be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision such award or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachdecision).

Mandatory Arbitration. Any controversydispute, controversy or claim or dispute arising out of or of, relating to or in connection with this WarrantAgreement or a breach thereof (a “Dispute”) will be submitted to a designated and authorized officer, whether in contract director, manager, principal, agent, consultant, employee, advisor or tortother authorized representative (a “Representative”) of each of NCS and Customer for discussion and resolution. The resolution of such Representatives will be binding upon the parties; provided, that, if such Representatives are unable to agree on a reasonably satisfactory resolution within ten (10) days from the date of submission, the parties hereby clearly and unmistakably provide for mandatory arbitration of any Dispute, including the determination of the scope or applicability of this Agreement to arbitrate, which shall be settled solely determined by arbitration in Maricopa County, Arizona before one arbitrator, and exclusively by a binding arbitration process administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (SARP), which are expressly incorporated herein by this reference (“Governing Rules”). Under the JAMS SARP self-determination rule, the parties further agree that the emergency relief procedures available under the JAMS Comprehensive Rules are deemed added to the Governing Rules. Said rules are available at w▇▇.▇▇▇▇▇▇▇.▇▇▇. The arbitration award or decision (an “Award”) will be final, conclusive and binding on both parties hereto and any Award may be entered in Orange Countyany court having jurisdiction. Except where the emergency relief procedures apply, Californiathe parties jointly request that, for arbitrator selection, JAMS use a strike and rank procedure and provide a list of no fewer than seven (7) arbitrator candidates, and provide each party with one (1) strike. Such The parties shall maintain the confidential nature of the arbitration proceeding and any Award, including any hearings, except to the extent necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. This Agreement and the rights of the parties hereunder shall be conducted governed by and construed in accordance with the then-existing JAMS Expedited Arbitration Proceduresarbitration laws of the State of Arizona, as set forth and the substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of any federal, state, local, municipal, or other administrative Order, constitution, law, ordinance, regulation, rule, statute, code, or treaty of any jurisdiction other than those of the State of Delaware. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. In any arbitration hereunder, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the issues in the JAMS Arbitration Rules Dispute, the arbitrator may award the prevailing party an appropriate percentage of Practice the costs and Procedure, attorneys’ fees reasonably incurred by the prevailing party in connection with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such partyarbitration. The parties agree to abide that the arbitration hearing on the merits shall be held on consecutive business days unless otherwise agreed by all decisions and awards rendered in such proceedings. Such decisions and awards rendered the parties or ordered by the arbitrator for good cause shown. The evidentiary hearing(s) shall commence not more than one hundred eighty (180) days, and conclude not more than two hundred forty (240) days, from confirmation by JAMS of the arbitrator’s appointment. Upon request of a party and good cause shown, the arbitrator may exercise discretion and apply general rules of joinder and/or consolidation to consolidate or join into one arbitration proceeding more than one Dispute. There shall be final no dispositive motions or motions in limine, except as ordered by the arbitrator for good cause shown. This agreement to arbitrate shall survive any termination, expiration, breach, rescission, abandonment or release of this Agreement. A party may serve on any other party a notice of claims, and conclusiveJAMS may officially communicate with any party, by sending an e-mail to the e-mail address(es) identified as follows: any Customer party (p▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) and any NCS party (g▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇). All such controversiesThe foregoing notwithstanding, claims either party is entitled to seek from any court having jurisdiction any interim or disputes shall be settled in this manner in lieu provisional relief that is necessary to protect the rights or property of any action at law or equity; provided, howeverthat party. By doing so, that nothing party does not waive any right or remedy under this Agreement. The interim or provisional relief is to remain in this subsection shall be construed as precluding effect until the bringing of an action for injunctive relief Award is rendered or specific performance as provided in this Warrantthe controversy is resolved. This dispute resolution process and any arbitration hereunder shall be confidential and no Each party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court will submit to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties in the event of the breach or threatened breach of any of the covenants hereof, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining and restraining such breachfor purposes of the enforcement of any Award.

Mandatory Arbitration. Any The Parties agree that any dispute, controversy, claim or dispute claims arising out of or relating to this WarrantAgreement, whether in contract or tortthe breach, termination, or validity of this Agreement, and any question of the arbitral tribunal’s jurisdiction or the existence, scope or validity of this arbitration agreement or the arbitrability of any claim (each a “Dispute”) shall be settled solely finally resolved in accordance with the procedures set forth in this Section 5.7. (a) In the event of a Dispute, such Dispute shall first be submitted, at the written request of any Party (the “Mediation Request”), to non-binding mediation before a third-party mediator mutually agreed to and engaged by the Parties, with each Party to bear equally the costs of the mediation. (b) If the Dispute is not resolved in writing for any reason by mediation within fifteen (15) days after the first substantive session with the mediator, which period can be extended by mutual agreement of the Parties, then the Dispute shall be resolved exclusively by a final and binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS International Arbitration Rules in effect at the time (the "Rules"), except as modified herein. (c) Any request to arbitrate the Dispute must be made in writing within the applicable statute of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equitylimitations; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration Rules as modified by this subsection. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result respect to the parties in the event of the breach or threatened breach of any of the covenants hereofsubject Dispute, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties no Party shall be entitled to an injunctionrely upon the expiration of any limitations period or contractual deadline during the period between the date of receipt of the Mediation Request and the date of any arbitration being commenced under this Section with respect to the Dispute. (d) Notwithstanding the agreement to arbitrate, including a mandatory injunction, the Parties do not intend to be issued by deprive any court of competent its jurisdiction ordering compliance to issue interim relief including injunctive or equitable relief in order to maintain status quo and/or restrain any acts in violation of this Agreement pending arbitration and/or in aid of arbitration, or to compel arbitration. Without prejudice to such provisional remedies that may be granted by a court, the arbitrators shall have full authority to grant provisional remedies, to order a Party to request that a court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrators' orders to that effect. (e) In addition to monetary damages, the arbitrators shall be empowered to award injunctive and equitable relief , including, but not limited to an injunction and specific performance of any obligation under this Agreement. (f) The seat of the arbitration shall be New York, New York. The arbitration shall be conducted in the English language. (g) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the request for arbitration. The two arbitrators so appointed shall, in consultation with the parties, appoint the third and presiding arbitrator (the “Presiding Arbitrator”) within thirty (30) days of the appointment of the second arbitrator. If any party fails to appoint an arbitrator, or if the two party-appointed arbitrators fail to appoint the Presiding Arbitrator, within the time periods specified herein, then any such arbitrator shall, upon any party’s request, be appointed by JAMS in accordance with the Rules. (h) By executing this Warrant Agreement, and in particular this arbitration agreement, each Party waives and agrees not to assert, by way of motion, as a defense or enjoining otherwise, any claim that such Party is not subject to the jurisdiction of the arbitral tribunal. Each Party to any Dispute shall pay its own expenses, including attorneys’ fees and restraining the Parties shall share equally the arbitrators' fees and JAMS's administrative costs. (i) The arbitrators shall issue a reasoned award in writing. (j) The parties consent and submit to the non-exclusive jurisdiction of any federal court located in the State of New York or, where such breachcourt does not have jurisdiction, any New York state court, in either case located in the Borough of Manhattan, New York City, New York (“New York Court”) for the enforcement of any arbitral award rendered hereunder and to compel arbitration or for interim or provisional remedies in aid of arbitration. In any such action: (i) each party irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Court; (ii) each of the parties irrevocably consents to service of process sent by a national courier service (with written confirmation of receipt) to its address identified in Section 5.16 of this Agreement or in any other manner permitted by applicable law; and (iii) each of the parties waives any right to trial by jury in any court. (k) The award of the arbitrators shall be final and binding upon the Parties thereto and shall be the sole and exclusive remedy between the Parties regarding any Disputes presented to the arbitrators. Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrators may be entered or enforced in any court having jurisdiction over any Party or any of its assets. (l) Any arbitration proceedings, decision, or award rendered hereunder, and the validity, effect, and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (m) It is part of the essence of this Agreement that any Dispute hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Parties and their agents agree not to disclose to any third party (i) the existence or status of the mediation or arbitration, (ii) all information made known and documents produced in the mediation or arbitration not otherwise in the public domain, and (iii) all decisions or awards arising from the mediation or arbitration, except and to the extent that disclosure is required by applicable law or is required to protect or pursue a legal right. Before making any disclosure outside the mediation or arbitration as permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests (e.g., by application for a protective order and/or to file under seal).

Mandatory Arbitration. Any controversyIn exchange for the mutual promises contained in this Agreement, claim or dispute arising out and as a condition of or relating to this WarrantEmployee's employment (and continued employment where applicable) with Employer, whether Employer and Employee agree that: (a) any and all "Covered Claims" (as defined in contract or tort, Section 3 below) shall be settled solely submitted to and exclusively resolved by a final and binding arbitration process to be held in Bergen County, New Jersey, before a single arbitrator and administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Expedited Arbitration Procedures, as set forth in the JAMS Arbitration Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration AAA Employment Rules applicable at the time the arbitration is commenced, except as modified by this subsectionAgreement. In such eventA copy of the current version of the AAA Employment Rules is attached as Exhibit “A”. The Rules may be amended from time to time and are also available online at ▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇. The Employee can also call the AAA at ▇▇▇-▇▇▇-▇▇▇▇ with any questions about the arbitration process. If the AAA Rules are inconsistent with the terms of this Agreement, all references herein the terms of this Agreement shall govern . If the AAA is unavailable, the Parties agree to binding arbitration before JAMS alternative dispute resolutions services. (b) the Arbitrator, and not any federal, state, or local court or agency, shall mean AAA. Notwithstanding the foregoing, recognizing the irreparable damage will result have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties in except for a dispute regarding the event enforceability or scope of the breach or threatened breach of any of the covenants hereofwaiver in Section 5, and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, the parties which shall be entitled determined by a court of competent jurisdiction. (c) the Arbitrator's decision shall be final and binding only on the Parties to this Agreement and the Parties agree that awards deciding issues for similarly situated employees will have no preclusive effect in any arbitration between the Parties; and (d) nothing in this Agreement shall preclude the Parties from seeking provisional remedies, such as an injunctioninjunction or temporary restraining order, including in aid of arbitration from a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Warrant or enjoining from the arbitrator /the Parties may seek provisional remedies from an emergency arbitrator under the AAA's Optional Rules for Emergency Measures of Protection; and (e) the Arbitrator shall have no power to award punitive damages to either party, except where an applicable statute allows for punitive damages. (f) the arbitration shall be conducted on a confidential basis and restraining such breachthere shall be no disclosure of evidence or the award or Arbitrator's decision beyond the arbitration proceeding.