Common use of Arbitration of Disputes Clause in Contracts

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the Partnership.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Limited Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 11.10 and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.63.1. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided provided, that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 11.10 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. No party to an arbitration shall be entitled to undertake discovery in the arbitration; provided, that, if discovery is required by applicable law, discovery shall not exceed (i) one witness deposition plus the depositions of any expert designated by the other party or parties, (ii) two interrogatories, (iii) ten document requests and (iv) ten requests for admissions; provided, further, that additional discovery may be permitted to the extent such additional discovery is required by applicable law for this Section 11.10 to be enforceable. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnershipjurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 11.10 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 11.10 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 11.10, including the existence and/or outcome of such arbitration and any information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided, that such party may make such disclosures as are required by applicable law or legal process; provided, further, that such party may make such disclosures to its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 11.10 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure, or otherwise protect the confidentiality, of such information. For the avoidance of doubt, (i) any arbitration pursuant to this Section 11.10 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (ii) any arbitration pursuant to this Section 11.10 of disputes, claims or controversies arising out of or relating to this Agreement is intended to be separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this Agreement.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (ia) the Partnership, (iib) any Limited Partner’s rights and obligations hereunder, (iiic) the validity or scope of any provision of this Agreement, (ivd) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 11.13 and (ve) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.611.01. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 11.13 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnershipjurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 11.13 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred in enforcing this Section 11.13, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 11.13 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 11.13, including the existence and outcome of such arbitration and any information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided that such party may make such disclosures as are required by applicable law or legal process; provided, further, that such party may make such disclosures to its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 11.13 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party shall (a) promptly notify the other party to the arbitration and (b) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure, or otherwise protect the confidentiality, of such information. For the avoidance of doubt, (a) any arbitration pursuant to this Section 11.13 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (b) any arbitration pursuant to this Section 11.13 of disputes, claims or controversies arising out of or relating to this Agreement is intended to be separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this Agreement.

Arbitration of Disputes. Any controversy or claim by Consultant against the Company or any of its parent companies, subsidiaries, affiliates (a) Any and/or officers, directors, employees, representatives or agents of the Company and all disputessuch parent companies, claims subsidiaries and/or affiliates), including any controversy or controversies claim arising from, out of or relating to this Agreement, including any and all disputesthe breach thereof, or the Services or termination thereof of Consultant by the Company which would give rise to a claim under federal, state or local law (including, but not limited to, claims based in tort or controversies arising out of contract, claims for discrimination under state or relating to (i) the Partnershipfederal law, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope and/or claims for violation of any provision of this Agreementfederal, state or local law, statute or regulation), or any claim against Consultant by the Company (ivindividually and/or collectively, “Claim[s]”) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to an impartial mediator (“Mediator”) selected jointly by the Parties. Both Parties shall attend a mediation conference in Delaware and attempt to resolve any and all Claims. If the Parties are not able to resolve all Claims, then upon written demand for arbitration to the other Party, which demand shall be made within a reasonable time after the Claim has arisen, any unresolved Claims shall be determined by final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined the American Arbitration Rules and Procedures Association (collectively, “Rules”) by a neutral arbitrator experienced in effect at the time of filing of employment law, licensed to practice law in Delaware. In no event shall the demand for arbitrationarbitration be made after the date when the institution of legal and/or equitable proceedings based upon such Claim would be barred by the applicable statute of limitations. The Partner Each Party to the arbitration will be entitled to be represented by counsel and will have the opportunity to take depositions in Delaware, of any opposing Party or witnesses selected by such Party and/or request production of documents by the opposing Party before the arbitration hearing. By mutual agreement of the Parties, additional depositions may be taken at other locations. In addition, upon a Party's showing of need for additional discovery, the arbitrator shall cooperate have discretion to order such additional discovery. Consultant acknowledges and agrees that Consultant is familiar with JAMS and fully understands the need for preserving the confidentiality of the Company's agreements with third parties and compensation of the Partnership Company's employees. Accordingly, Consultant hereby agrees that to the extent the arbitrator determines that documents, correspondence or other writings (or portions thereof) whether internal or from any third party, relating in selecting any way to Consultant’s agreements with third parties and/or compensation of other employees are necessary to the determination of any Claim, Consultant and/or Consultant’s representatives may discover and examine such documents, correspondence or other writings only after execution of an arbitrator from JAMS’ panel of neutrals appropriate confidentiality agreement. Each Party shall have the right to subpoena witnesses and in scheduling documents for the arbitration hearing. A court reporter shall record all arbitration proceedings. With respect to any Claim brought to arbitration hereunder, either Party may be entitled to recover whatever damages would otherwise be available to that Party in any legal proceeding based upon the federal and/or state law applicable to the matter. The arbitrator selected shall issue a written decision setting forth the award and the findings and/or conclusions upon which such award is based. The decision of the arbitrator may be entered and enforced in any court of competent jurisdiction by either the Company or Consultant. Notwithstanding the foregoing, the result of any such arbitration shall be neutral and binding but shall not be made public (including by filing a former Delaware chancery court judge orpetition to confirm the arbitration award), if unless necessary to confirm such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law arbitration award after non-payment of the State award for a period of Delaware; provided that if no such person is both willing and able at least fifteen (15) days after notice to undertake such a rolethe Company of the arbitrator's decision. Each Party shall pay the fees of their respective attorneys (except as otherwise awarded by the arbitrator), the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel expenses of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceabletheir witnesses, and all other expenses connected with presenting their Claims or defense(s). Other costs of arbitration shall be shared equally between borne by the Partner Company. Except as set forth herein, should the Consultant or Company pursue any Claim covered by this Paragraph 19 by any method other than said arbitration, the responding Party shall be entitled to recover from the other Party all damages, costs, expenses, and reasonable outside attorneys' fees incurred as a result of such action. The provisions contained in this Paragraph 19 shall survive the Partnershiptermination of the Consultant’s Services to the Company. Notwithstanding anything set forth above, Consultant agrees that any breach or threatened breach of this Agreement may result in irreparable injury to the Company, and therefore, in addition to the procedures set forth above, the Company may be entitled to file suit in a court of competent jurisdiction to seek a Temporary Restraining Order and/or preliminary or permanent injunction or other equitable relief to prevent a breach or contemplated breach of such provisions.

Arbitration of Disputes. (a) Any Except as provided in Section 2.5, any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the PartnershipOCGH, (ii) any OCGH Limited Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 5.11 and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.65.1. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law laws of the State of Delaware; provided provided, that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law laws of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 5.11 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and parties to the Partnershiparbitration.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the PartnershipOCGH, (ii) any PartnerOCGH partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 3.10 and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.63.1. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided provided, that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 3.10 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and parties to the Partnershiparbitration.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the 45699789.7 - 34 - notice procedures set forth in Section 11.6. The Unless prohibited by applicable law, the arbitration shall take place in Wilmington, Delaware, and . The arbitration shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and parties to the Partnershiparbitration.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies between or among any of the Company, the Oaktree Member and the Brookfield Member arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the PartnershipCompany, (ii) any PartnerMember’s, Director’s or Officer’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 14.13 and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either The Company, the Partnership Oaktree Member or the disputing Partner Brookfield Member, as applicable, may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.614.1. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided provided, that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 14.13 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnershipjurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 14.13 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred in enforcing this Section 14.13, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 14.13 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 14.13, including the existence or outcome of such arbitration and any information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided, that such party may make such disclosures as are required by applicable law or legal process; provided, further, that such party may make such disclosures to its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 14.13 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure, or otherwise protect the confidentiality, of such information. For the avoidance of doubt, (i) any arbitration pursuant to this Section 14.13 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (ii) any arbitration pursuant to this Section 14.13 of disputes, claims or controversies arising out of or relating to this Agreement is intended to be a separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this Agreement.

Arbitration of Disputes. (a) Any Except as provided in the last sentence of this Paragraph 10, to the fullest extent permitted by law, the Company and all disputes, claims or controversies arising out of or relating the Executive agree to this Agreementwaive their rights to seek remedies in court, including any right to a jury trial. The Company and all disputesthe Executive agree that any dispute between or among them or their subsidiaries, claims affiliates or controversies related entities arising out of or of, relating to or in connection with this Agreement or the Executive's employment with the Company, will be resolved in accordance with a two-step dispute resolution procedure involving: (i1) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1Step One: non-binding mediation, and (v2) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and Step Two: binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to under the Federal Arbitration Act, 9 U.S.C. Section U. S.C. section 1 et et. seq., or state law, whichever is applicable. Either Any such mediation or arbitration hereunder shall be conducted in any forum and form agreed upon by the Partnership or parties or, in the disputing Partner may commence absence of such an agreement, under the arbitration process by filing a written demand for arbitration with JAMS and delivering auspices of the American Arbitration Association ("AAA") pursuant to its then current Employment Arbitration Rules (a copy of such demand which is available through AAA's website, xxx.xxx.xxx) and Mediation Procedures (the "AAA Employment Rules") (a copy of which is available through AAA's website, xxx.xxx.xxx). Notwithstanding anything to the contrary in the AAA Employment Rules, the mediation process (Step One) may be ended by either party to the dispute upon notice to the other in accordance party that it desires to terminate the mediation and proceed to the Step Two arbitration; provided, however, that neither party may so terminate the mediation process prior to the occurrence of at least one (1) mediation session with the notice procedures set forth mediator. No arbitration shall be initiated or take place with respect to a given dispute if the parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the Step One mediation. The mediation session(s) and, if necessary, the arbitration hearing shall be held in Section 11.6Jacksonville, Florida or any other location mutually agreed to by the Parties hereto. The arbitration (if the dispute is not resolved by mediation) will be conducted by a single AAA arbitrator, mutually selected by the parties, as provided for by the AAA Employment Rules. If required by law, the Company will be responsible for the AAA charges, including the costs of the mediator and arbitrator, otherwise the parties will share such charges equally. The Company and the Employee agree that the arbitrator shall take place in Wilmingtonapply the substantive law of Florida to all state law claims and federal law to any federal law claims, Delaware, and that discovery shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration AAA Employment Rules and Procedures in effect at or as otherwise permitted by law as determined by the time of filing of the demand for arbitrationarbitrator. The Partner arbitrator's award shall cooperate with JAMS and with consist of a written statement as to the Partnership in selecting an arbitrator from JAMS’ panel disposition of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner each claim and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costsrelief, if any, awarded on each claim. The Company and the Employee understand that the right to appeal or to seek modification of arbitration that it must pay to cause this Section 11.1 to any ruling or award by the arbitrator is limited under state and federal law. Any award rendered by the arbitrator will be enforceablefinal and binding, and all other costs judgment may be entered on it in any court of arbitration shall be shared equally between competent jurisdiction in Jacksonville, Florida at the Partner time the award is rendered or as otherwise provided by law. Nothing in this Agreement will bar a party from seeking an immediate temporary injunction with a court of competent jurisdiction in order to preserve the status quo while undergoing the process of mandatory mediation and the Partnershiparbitration.

Arbitration of Disputes. (a) Any Except as provided in the last sentence of this Section 16, to the fullest extent permitted by law, the Company and all disputes, claims or controversies arising out of or relating the Executive agree to this Agreementwaive their rights to seek remedies in court, including any right to a jury trial. The Company and all disputesthe Executive agree that any dispute between or among them or their subsidiaries, claims affiliates or controversies related entities arising out of or of, relating to or in connection with this Agreement or the Executive’s employment with the Company, will be resolved in accordance with a two-step dispute resolution procedure involving: (i1) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1Step One: non-binding mediation, and (v2) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and Step Two: binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to under the Federal Arbitration Act, 9 U.S.C. Section section 1 et et. seq., or state law, whichever is applicable. Either Any such mediation or arbitration hereunder shall be conducted in any forum and form agreed upon by the Partnership or parties or, in the disputing Partner may commence absence of such an agreement, under the arbitration process by filing a written demand for arbitration with JAMS and delivering auspices of the American Arbitration Association (“AAA”) pursuant to its then current Employment Arbitration Rules (a copy of such demand which is available through AAA’s website, xxx.xxx.xxx) and Mediation Procedures (the “AAA Employment Rules”) (a copy of which is available through AAA’s website, xxx.xxx.xxx). Notwithstanding anything to the contrary in the AAA Employment Rules, the mediation process (Step One) may be ended by either party to the dispute upon notice to the other in accordance party that it desires to terminate the mediation and proceed to the Step Two arbitration; provided, however, that neither party may so terminate the mediation process prior to the occurrence of at least one (1) mediation session with the notice procedures set forth mediator. No arbitration shall be initiated or take place with respect to a given dispute if the parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the Step One mediation. The mediation session(s) and, if necessary, the arbitration hearing shall be held in Section 11.6Jacksonville, Florida or any other location mutually agreed to by the Parties hereto. The arbitration (if the dispute is not resolved by mediation) will be conducted by a single AAA arbitrator, mutually selected by the parties, as provided for by the AAA Employment Rules. If required by law, the Company will be responsible for the AAA charges, including the costs of the mediator and arbitrator, otherwise the parties will share such charges equally. The Company and the Employee agree that the arbitrator shall take place in Wilmingtonapply the substantive law of Florida to all state law claims and federal law to any federal law claims, Delaware, and that discovery shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration AAA Employment Rules and Procedures in effect at or as otherwise permitted by law as determined by the time of filing of the demand for arbitrationarbitrator. The Partner arbitrator’s award shall cooperate with JAMS and with consist of a written statement as to the Partnership in selecting an arbitrator from JAMS’ panel disposition of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner each claim and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costsrelief, if any, awarded on each claim. The Company and the Employee understand that the right to appeal or to seek modification of arbitration that it must pay to cause this Section 11.1 to any ruling or award by the arbitrator is limited under state and federal law. Any award rendered by the arbitrator will be enforceablefinal and binding, and all other costs judgment may be entered on it in any court of arbitration competent jurisdiction in Jacksonville, Florida at the time the award is rendered or as otherwise provided by law. Nothing contained herein shall be shared equally between the Partner and the Partnershiprestrict either party from seeking temporary injunctive relief in a court of law.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the 18 Partnership, (ii) any Limited Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 11.10 and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.63.1. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided provided, that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 11.10 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. No party to an arbitration shall be entitled to undertake discovery in the arbitration; provided, that, if discovery is required by applicable law, discovery shall not exceed (i) one witness deposition plus the depositions of any expert designated by the other party or parties, (ii) two interrogatories, (iii) ten document requests and (iv) ten requests for admissions; provided, further, that additional discovery may be permitted to the extent such additional discovery is required by applicable law for this Section 11.10 to be enforceable. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnershipjurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 11.10 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 11.10 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 11.10, including the existence and/or outcome of such arbitration and any information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided, that such party may make such disclosures as are required by applicable law or legal process; provided, further, that such party may make such disclosures to its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 11.10 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure, or otherwise protect the confidentiality, of such information. For the avoidance of doubt, (i) any arbitration pursuant to this Section 11.10 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (ii) any arbitration pursuant to this Section 11.10 of disputes, claims or controversies arising out of or relating to this Agreement is intended to be separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this Agreement.

Arbitration of Disputes. If a dispute arises between the ----------------------- parties, then the parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (a30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth below. Any and all disputesdispute, claims controversy, or controversies claim arising out of or relating to this Agreement, the breach, termination or invalidity thereof, or Executive's employment, including claims of tortious interference or other tort or statutory claims, and including without limitation any and all disputes, claims or controversies arising out of or relating to (i) dispute concerning the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreementarbitration clause, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding settled by arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth Employment Dispute Arbitration Rules of the American Arbitrators Association then in Section 11.6effect. The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wilmington, Delaware, and under this Agreement shall be conducted held in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect Nashville, Tennessee, or at the time of filing such other place as may be selected by mutual agreement of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedingsparties. The arbitrator selected shall be neutral mutually acceptable to the parties, or failing agreement, selected pursuant to the Employment Dispute Arbitration Rules of the American Arbitrators Association. The parties intend that the arbitrator shall be independent and impartial. To this end, the arbitrator shall disclose to the parties any professional, family, or social relationships, past or present, with any party or counsel. Strict rules of evidence shall not apply in any arbitration conducted pursuant to this Agreement. The parties may offer such evidence as they desire and the arbitrator shall accept such evidence as the arbitrator deems relevant to the issues and accord it such weight as the arbitrator deems appropriate. The arbitrator shall have the discretion to order a former Delaware chancery court judge orprehearing exchange of information by the parties, if such judge is not availableincluding without limitation, a former U.S. federal judge with experience production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties. No party shall be allowed, however, to take more than one deposition of the opposing party and no deposition shall last longer than six (6) hours. All disputes regarding discovery shall be decided by the arbitrator. The arbitrator award shall be in adjudicating matters under writing and shall specify the law factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware; provided Tennessee or, if applicable, federal law. The arbitrator shall have the authority to award any remedy or relief that if no such person is both willing and able to undertake such a role, federal or state court within the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may State of Tennessee could order or grant. Any provisional remedy that would be available from a JAMS’ panel court of neutrals with experience in adjudicating matters under law shall be available from the law arbitrator to the parties, pending the arbitrator's determination of the State merits of Delawarethe parties' dispute. The Partner This shall include orders of attachment, temporary restraining orders, injunctions, and appointment of a receiver. If the arbitrator issues such an order, either party may immediately apply to a court of competent jurisdiction for enforcement of the order, even though the arbitrator may not have rendered a final award. All fees and expenses of the arbitration, including the fees of the arbitrator and the Partnership expense of each parties' counsel, experts, witnesses and preparation and presentation of proofs, shall participate in be paid by Company. Unless legally required to do so, neither party may disclose the existence, content, or results of any arbitration under this Agreement without the prior written consent of the other party, nor may the arbitrator disclose any such information without the consent of both parties. This provision shall apply to all aspects of the arbitration in good faith. The Partnership shall pay those costsproceeding, if anyincluding without limitation, of arbitration that it must pay to cause this Section 11.1 to be enforceablediscovery, testimony, other evidence, briefs, and all other costs of arbitration shall be shared equally between the Partner and the Partnershipaward.

Arbitration of Disputes. (aContractor and Buyer(s) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including agree that any and all disputes, claims or controversies (hereafter referred to as a “Claim”) arising out of under or relating to this Agreement and any related documents, loans, security instruments accounts or notes, including by way of example and not as a limitation: (i) the Partnership, relationships resulting from this Agreement and the transactions arising as a result thereof; (ii) any Partner’s rights and obligations hereunder, the terms of this Agreement; or (iii) the validity of this Agreement or scope the validity or enforceability of this arbitration agreement, may, at the option of either Contractor and Buyer(s), be adjudicated by binding arbitration to be determined by one arbitrator, in accordance with and pursuant to the then prevailing rules and procedures of the Commercial Rules of the American Arbitration Association, to be held and arbitrated in the judicial district in which the Buyer(s) resides. The Buyer(s) agree that they will not assert a Claim on behalf of, or as a member of, any provision group or class. The findings of the arbitrator shall be final and binding on all parties to this Agreement, (iv) whether a particular dispute, claim or controversy is subject and may include an award of costs and legal fees. Such fees and costs will be awarded on any judgment in favor of the Contractor. This agreement to arbitration under this Section 11.1arbitrate, and (v) any award, finding or verdict of or from the power and authority arbitration, will be specifically enforceable under the prevailing law of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seqcourt having jurisdiction. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing Notice of the demand for arbitrationarbitration will be filed with American Arbitration Association by the party asserting or compelling the arbitration of the Claim, which demand will be copied to the other party to this Agreement and any other party to the Claim. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of demand for arbitration shall be shared equally made within a reasonable time after the Claim in question has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Any arbitration proceeding brought under this Agreement, and any award, finding or verdict of or from such proceeding shall remain confidential between the Partner parties and shall not be made public. Both Xxxxx(s) and Contractor are hereby agreeing to choose arbitration, rather than litigation or some other means of dispute resolution, to address their grievances or alleged grievances. The parties believe this will allow a faster and more cost-effective method of addressing a Claim. By entering into this Agreement and this arbitration provision, both parties are giving up their constitutional right to have any dispute decided in a court of law before a jury, and instead are accepting the Partnership.use of arbitration. SAFE AIR UV LLC Contractor Buyer Contractor Authorized Representative Buyer Authorized Representative Contractor Representative Title Buyer Representative Title

Arbitration of Disputes. (a) Any and all disputes, claims In the event of any dispute or controversies controversy arising out of of, or relating to to, this Agreement, including Employee’s employment with ElectroCore, or the Severance Policy, the parties hereto agree to submit such dispute or controversy to binding arbitration; provided, however, that this Section 5 shall not apply to any and all disputes, claims dispute or controversies controversy arising out of of, or relating to, the Confidentiality Agreement. The sole arbitrator shall be selected from the list (the “List”) of arbitrators supplied by the American Arbitration Association (“AAA”), following written request by any party hereto. If the parties hereto after notification of the other party(ies) to such dispute cannot agree upon an arbitrator within thirty (i30) days following receipt of the PartnershipList by all parties to such arbitration, (ii) any Partner’s rights and obligations hereunderthen either party may request, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunderin writing, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation ServicesAAA, Inc. as appropriate, appoint an arbitrator within ten (“JAMS”10) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy days following receipt of such demand to request (the other in accordance with the notice procedures set forth in Section 11.6“Arbitrator”). The arbitration shall take place in Wilmingtonthe state of New Jersey, Delawareat a place and time mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place and time determined by the Arbitrator. Such arbitration shall be conducted in accordance with the provisions AAA rules for the arbitration of JAMS Streamlined Arbitration Rules employment disputes then in effect. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in the state of New Jersey. The aforementioned choice of venue is intended by the parties to be mandatory and Procedures not permissive in effect at nature, thereby precluding the time possibility of filing litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this Section. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. The decision of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected Arbitrator shall be neutral final and binding on all the parties to the arbitration, shall be non-appealable and may be enforced by a former Delaware chancery court judge orof competent jurisdiction. Each party may be represented by an attorney or other representative selected by the party. Each party shall be responsible for his or its own attorneys’ or representative’s fees. However, if such judge any party prevails on a statutory claim which affords the prevailing party’s attorneys’ fees, or if there is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a rolewritten agreement providing for fees, the Partner and arbitrator may award reasonable fees to the Partnership prevailing party. In no event shall cooperate with each other and JAMS in good faith Employee be required to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under pay administrative fees, including arbitrator’s fees, beyond the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costsfees which would have been incurred by Employee, if any, of arbitration that it must pay to cause had the dispute(s) arbitrated under this Section 11.1 to be enforceable, and all other costs of arbitration Agreement been litigated in state or federal court; ElectroCore shall be shared equally between responsible for all administrative fees exceeding such amount. The Arbitrator may grant any remedy appropriate including, without limitation, injunctive relief or specific performance. Prior to the Partner and appointment of the PartnershipArbitrator, any party may seek a temporary restraining order or a preliminary injunction from the State of New Jersey Superior Court which shall be effective until a final decision is rendered by the Arbitrator.

Arbitration of Disputes. The Parties mutually consent to the resolution by binding arbitration of all claims (acommon law or statutory) Any and all disputes, claims or controversies arising out of or disputes relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision subject matter of this AgreementAgreement in San Francisco, (iv) whether a particular disputeCalifornia, claim or controversy is subject to arbitration under this Section 11.1in English, in accordance with the Streamlined Arbitration Rules and (v) the power and authority Procedures of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“"JAMS”") pursuant to then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with appropriate list of JAMS and delivering a copy of such demand to the other arbitrators in accordance with the notice procedures set forth in Section 11.6such Rules. The arbitration proceedings and award shall take place remain confidential. Judgment upon the award rendered by such arbitrator may be entered in Wilmingtonany court of competent jurisdiction. Notwithstanding any provision of the JAMS Rules, Delawarearbitration shall occur on an individual basis only, and a court of competent jurisdiction (and not an arbitrator) shall be conducted in accordance with resolve any dispute about the provisions formation, validity, or enforceability of JAMS Streamlined Arbitration Rules any provision of this arbitration agreement. Consultant waives the right to initiate, participate in, or recover through, any class or collective action. To the maximum extent permitted by law, the arbitrator shall award the prevailing party its costs and Procedures reasonable attorney’s fees; provided, however, that the arbitrator at all times shall apply the law for the shifting of costs and fees that a court would apply to the claim(s) asserted. THE PARTIES ACKNOWLEDGE THAT EACH IS, OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVING, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL, THE CONSTITUTIONAL RIGHT TO TRIAL BY JURY IN THE EVENT OF A CLAIM OR LITIGATION REGARDING THE INTERPRETATION, PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT. Notwithstanding the foregoing obligation to arbitrate disputes, Company shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. This arbitration agreement shall remain in effect notwithstanding the termination of this Agreement. ***** ContextLogic Inc. Consultant: By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxxxxxx Xxxxx Name: Xxxxxxx Xxxx Name: Xxxxxxxxxx X. Xxxxx Title: Lead Independent Director Title: Consultant Date: 2/9/2022 Date: 2/8/2022 Address: 0 Xxxxxxx Xx; 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Copy to: Legal Department at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the Partnership.same address EXHIBIT A

Arbitration of Disputes. (a) Any dispute, controversy or claim relating to the Agreement, including but not limited to the interpretation thereof, or its breach or existence, which cannot be resolved amicably by the Buyer and Seller shall be referred to arbitration, which shall be the sole and exclusive forum for resolution and settlement of any dispute, controversy or claim between the parties and that neither party shall resort to any court except to compel arbitration, refer questions of law or to confirm, vacate or modify any such award. The arbitration shall be conducted in accordance with the Rules of the American Arbitration Association then in force under the Federal Arbitration Act, 9 U.S.C.A. §1, et seq. The Parties agree that arbitration shall be by a single arbitrator on an individual basis and not as a class action. Seller and Buyer expressly waive any right to arbitrate a class action. Arbitration shall be administered by the American Arbitration Association in Broward County in the State of Florida in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any award of the arbitral authority shall be final and binding upon the Buyer and Seller with respect to all disputes, claims or controversies therein and the Buyer and Seller shall comply without delay. The arbitral authority shall, in its award, fix and award the costs and reasonable attorney’s fees to the prevailing party of the arbitration. The award of the arbitral authority may be enforced by any court having jurisdiction over the party against which the award has been rendered or where assets of the party against which the award has been rendered can be located. Parties further agree that in the event that the broker or brokers become party to any litigation involving this Agreement any such controversy, claim, suit, demand, counterclaim, cross claim, or third party complaint, arising out of of, or relating to this AgreementAgreement or the parties' relationship involving the Broker and/or Brokers the Broker shall be reimbursed for its costs and attorney’s fees, including at all pretrial, trial and appellate levels, by the party or parties found to have breached this Agreement and any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement dispute shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Servicesin Broward County, Inc. (“JAMS”) pursuant to FL. In the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration event that any dispute in connection with JAMS and delivering a copy of such demand to the other this Agreement results in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for litigation and/or arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS prevailing party in good faith such litigation and/or arbitration will, in addition to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall relief, be shared equally between the Partner awarded its reasonable attorneys' fees and the Partnershiprelated reasonable costs.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel - 35 - of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the Partnership.

Arbitration of Disputes. (a) Any and all disputesIf any dispute arises concerning the project, claims any provision of this Agreement or controversies arising out any provision of or relating a subcontract that is subject to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement dispute shall be submitted to final and binding settled by arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other held in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Construction Industry Arbitration Rules and Procedures of the American Arbitration Association in effect at the time of filing a demand for arbitration is filed with the Association. Any party to the dispute may file, in the manner provided by the Construction Industry Arbitration Rules of the Association, a demand for arbitration. The Partner shall cooperate with JAMS and with written decision of the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling or arbitrators appointed by the arbitration proceedings. The arbitrator selected Association shall be neutral final and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under conclusive as to all parties to the law of the State of Delaware; provided that if no such person is both willing and able dispute. If any party fails or refuses to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall appear or participate in the arbitration proceedings, the arbitrator(s) may decide the dispute on the evidence presented in good faiththe proceedings by the other party or parties to the dispute. The Partnership arbitrator(s) shall pay those have the power to award to any party or parties to the dispute any sums for costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceableexpenses, and all other costs attorneys' fees that the arbitrator(s) deem(s) proper. Judgment may be entered on the award in any court of competent jurisdiction. This provision shall be binding on Client, DIHOCO, and any sub-contractor or sub-sub-contractor who signs this Agreement or another contract that incorporates this Agreement by reference. The arbitration panel shall consist of three persons, one each appointed by DIHOCO and Client, and the appointees of DIHOCO and Client shall jointly appoint the third. The arbitration shall be shared equally conducted in compliance with Code of Civil Procedure Sections 1280 through 1294.2 relating to arbitration. The cost of the arbitration shall be divided evenly between the Partner DIHOCO and the Partnership.Client. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE BUSINESS AND PROFESSIONS CODE OR OTHER APPLICABLE LAWS. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION. Client’s Initials DIHOCO’s Initials

Arbitration of Disputes. (ai) Any and all disputesdisagreement, claims dispute, controversy or controversies claim arising out of or relating to this AgreementAgreement or the interpretation or validity hereof shall be settled exclusively and finally by arbitration. It is specifically understood and agreed that any such disagreement, dispute or controversy which cannot be resolved between the parties, including without limitation any and all disputes, claims or controversies arising out of or matter relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision interpretation of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall may be submitted to final and binding arbitration before Judicial Arbitration and Mediation Servicesirrespective of the magnitude thereof, Inc. the amount in controversy or whether such disagreement, dispute or controversy would otherwise be considered justiciable or ripe for resolution by a court or arbitral tribunal. (“JAMS”ii) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions Commercial Arbitration Rules (the “Arbitration Rules”) of JAMS Streamlined the American Arbitration Association (“AAA”). (iii) The arbitral tribunal shall consist of one arbitrator. The parties to the arbitration jointly shall directly appoint such arbitrator within thirty (30) days of initiation of the arbitration. If the parties shall fail to appoint such arbitrator as provided above, such arbitrator shall be appointed by the AAA as provided in the Arbitration Rules and Procedures in effect at the time shall be a person who (a) maintains his principal place of filing business within thirty (30) miles of the demand for arbitrationCity of Baltimore and (b) has substantial experience in executive compensation. The Partner parties shall cooperate with JAMS and with the Partnership in selecting each pay an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law equal portion of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costsfees, if any, and expenses of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of such arbitrator. (iv) The arbitration shall be shared equally between conducted within thirty (30) miles of the Partner City of Baltimore or in such other city in the United States of America as the parties to the dispute may designate by mutual written consent. (v) At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have the right to examine its witnesses and to cross-examine the Partnershipwitnesses of any opposing party. No evidence of any witness shall be presented unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing or except under extraordinary circumstances where the interests of justice require a different procedure. (vi) Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal. The parties hereto agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction. 6 (vii) Nothing herein contained shall be deemed to give the arbitral tribunal any authority, power, or right to alter, change, amend, modify, add to or subtract from any of the provisions of this Agreement. (viii) If any dispute is not resolved within sixty (60) days from the date of the commencement of an arbitration, then the Company shall, at its option, elect to pay Executive either (a) within five (5) days after the end of such sixty (60)-day period, the amount or amounts which would have been payable to Executive had there been no dispute, subject to reimbursement to the extent consistent with the final disposition of the dispute or (b) following final disposition of the dispute, the amount determined in such final disposition to have been payable, together with Interest from the date when such sums were originally payable to the date of actual payment. For purpose of this paragraph (viii) the term “Interest” means interest at a rate equal to the Company’s borrowing rate per annum, compounded monthly. (ix) Notwithstanding anything to the contrary in this Agreement, the arbitration provisions set forth in this Section 7 shall be governed exclusively by the Federal Arbitration Act, Xxxxx 0, Xxxxxx Xxxxxx Code. (x) If the Executive prevails in the arbitration concerning any substantial matter of this Agreement or the rights and duties of any party hereunder, in addition to such other relief as may be granted, the Company shall reimburse the Executive for the Executive’s reasonable attorneys’ fees incurred by reason of such arbitration to the extent the attorneys’ fees relate to such substantial matter, and any such reimbursement payments shall be made no later than March 15 of the year following the year in which such arbitration award is final. 8.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies between or among any of the Company, the Oaktree Member and the Brookfield Member arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the PartnershipCompany, (ii) any PartnerMember’s, Director’s or Officer’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 14.13 and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either The Company, the Partnership Oaktree Member or the disputing Partner Brookfield Member, as applicable, may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.614.1. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided provided, that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 14.13 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnershipjurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 14.13 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred in enforcing this Section 14.13, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 14.13 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 14.13, including the existence or outcome of such arbitration and any information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided, 55 that such party may make such disclosures as are required by applicable law or legal process; provided, further, that such party may make such disclosures to its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 14.13 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure, or otherwise protect the confidentiality, of such information. For the avoidance of doubt, (i) any arbitration pursuant to this Section 14.13 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (ii) any arbitration pursuant to this Section 14.13 of disputes, claims or controversies arising out of or relating to this Agreement is intended to be a separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this Agreement.

Arbitration of Disputes. Contractor (aRevamp branded companies) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including Buyer(s) agree that any and all disputes, claims or controversies (hereafter referred to as a “Claim”) arising out of under or relating to this Agreement and any related documents, loans, security instruments accounts or notes, including by way of example and not as a limitation: (iI) the Partnership, relationships resulting from this Agreement and the transactions arising as a result thereof: (iiII) any Partner’s rights and obligations hereunder, the terms of this Agreement; or (iiiIII) the validity of this Agreement or scope the validity or enforceability of any provision this arbitration agreement, shall be subject to binding arbitration to be determined by one arbitrator, in accordance with and pursuit to the then prevailing rules and procedures of the Commercial Rules of the American Arbitration Association, to be held and arbitrated in the judicial district in which the contractor’s corporate office resides. As of the writing of this Agreement, (ivContractor currently resides at 000 Xxxxxxxxx Xxxxx Xxxx, IL 61048. The Buyer(s) whether agree that they will not assert a particular disputeClaim on behalf of, claim or controversy is subject to arbitration under this Section 11.1as a member of, and (v) any group or class. The findings of the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration on all parties to this Agreement, and Mediation Servicesmay include an award of costs and legal fees. Such fees and costs will be awarded on any judgment in favor of the Contractor. This Agreement to Arbitrate, Inc. (“JAMS”) pursuant to and any award, finding or verdict of or from the Federal Arbitration Actarbitration, 9 U.S.C. Section 1 et seqwill be specifically enforceable under the prevailing law of any court having jurisdiction. Either The party asserting the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration Claim with JAMS and delivering a copy of such demand to the other in accordance party to this Agreement and with the American Arbitration Association will file notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner demand shall cooperate with JAMS and with be made within a reasonable time after the Partnership Claim in selecting an arbitrator from JAMS’ panel of neutrals question has arisen, and in scheduling no event shall any such demand be made after the arbitration proceedingsdate when the institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Any Arbitration brought under this Agreement, and any award, finding or verdict of or from such proceedings shall remain confidential between the parties and shall not be made public. Both Xxxxx(s) and Contractor are hereby agreeing to choose arbitration, rather than litigation or some other means of dispute resolution, to address their grievances or alleged grievances. The arbitrator selected parties believe this will allow a faster and more cost-effective method of addressing a Claim. By entering into this Agreement and this arbitration provision, both parties agree to relinquish their right to have any dispute decided in a court of law before a jury, and instead are accepting the use of arbitration, other than as set forth immediately below. Notwithstanding anything herein to the contrary, Contractor retains the option to use judicial or non-judicial relief to enforce the monetary obligation represented by this Agreement. Such judicial relief would take the form of a lawsuit. The institution and maintenance of such an action for judicial relief in a court to foreclose upon any collateral or to enforce or collect upon a monetary debt or judgment shall not constitute a waiver of the right of any party to compel arbitration of any Claim subject to arbitration in this Agreement, including the filing of a counterclaim by Xxxxx(s) in a suit brought by Contractor pursuant to this arbitration provision. Revamp branded companies will provide to the Customer all mwritten product warranties on materials after installation. Revamp branded companies and Customer agree that all implied warranties including, without limitations, warranties of habitability, fitness for a particular purpose and merchantability are hereby excluded and there are no warranties of representations which extend beyond those expressly set forth in this agreement. Revamp branded companies warrants workmanship (Labor) for twelve (12) months after the date of completion and will remedy substantial defects without charge to the Customer, upon written notice from Customer with such period. Beyond the first year, a mobilization charges deductible equal to no greater than ten percent of the contract price may be neutral and a former Delaware chancery court judge or, charged per occurrence. Repairs to damaged coating will be at the Customer's expense if such judge damage is caused by structural defects, settling, severe structural cracks, acts of providence, customer negligence, intentional/ unintentional actions, accidental damage, damage caused by animals wild or domesticated and also within incidents on which an insured individuals or uninsured individuals were at fault. Next Level Concrete Coating shall not availablebe liable for, a former U.S. federal judge with experience in adjudicating matters under any respect, any damage to the law building or its contents, or any consequential damage resulting therefrom. Alterations to coated surfaces, natural disasters, acts of the State of Delaware; provided that if no such person is both willing and able to undertake such a roleGod… ie. Hurricanes, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those coststropical storms, if anynamed/ unnamed storms, of arbitration that it must pay to cause this Section 11.1 to be enforceablecoastal flooding, and all other costs of arbitration shall be shared equally between the Partner and the Partnership.etc…

Arbitration of Disputes. (a) Any and all disputes, claims or controversies dispute arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and finally settled by binding arbitration before Judicial Arbitration and Mediation Servicesin the County of Xxxxx, Inc. (“JAMS”) pursuant to the Federal Arbitration ActNevada, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6then current Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The term "dispute" includes, without limitation, any disagreements between the parties concerning the existence, interpretation or enforcement of this Agreement, or the alleged breach of this Agreement, and any misrepresentation in connection with any of the provisions of this Agreement. The award rendered by the arbitrator shall be final and binding upon ARM and SRCR and may be entered in any court (subject to paragraph 21) having jurisdiction thereof subject only to the challenges available under the State of Nevada's Arbitration Act(s). Either party may commence arbitration by sending a written notice of arbitration to the other party. The notice will state the dispute with particularity. As part of his or her decision, the arbitrator shall allocate the costs of arbitration, including fees of attorneys and experts, as he or she deems fair and equitable in light of all relevant circumstances. Said arbitration shall take place be conducted by an arbitrator chosen by mutual agreement of ARM and SRCR, or failing such agreement, an arbitrator experienced in Wilmingtoncommercial/business matters, Delawareincluding the sale and/or purchase of a small business, appointed by the AAA. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents related to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and such other depositions as may be allowed by the arbitrator(s) upon a showing of good cause. Depositions shall be conducted in accordance with the provisions Nevada Code of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedingsCivil Procedure. The arbitrator selected shall be neutral required to provide in writing to the parties the basis and a former Delaware chancery reasoning of the award or order of such arbitrator. A court judge orreporter may record all hearings, with such record constituting the official transcript of such proceedings. Nothing contained herein, however, shall preclude either party from promptly seeking equitable relief against the other, if such judge is not availabledeemed truly necessary, in a former U.S. federal judge with experience Court in adjudicating matters under the law Xxxxx County. Each party hereto understands and accepts that by virtue of the State this arbitration clause, there will very likely be no trial by jury available hereunder and, thus, each party hereto acknowledges a waiver of Delaware; provided that if no such person is both willing otherwise fundamental right to a trial by jury. 23. Understanding and able to undertake such a roleLegal Counsel Each party hereto has carefully read and reviewed this Agreement, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceableexhibits hereto, and all understands same. Each party has also carefully reviewed this Agreement with his counsel and/or accountant or other costs of arbitration shall be shared equally between the Partner and the Partnershipprofessional advisor(s), or chosen not to do so at his own risk. Each party voluntarily enters into this Agreement.

Arbitration of Disputes. (a) Any If any disagreement, dispute or contro­ versy shall arise between the parties hereto, 12 or between signatory members of the As­ sociation and all disputestheir clerks, claims with respect to the interpretation or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope application of any provision clause in this agreement, or the breach thereof, or in respect to any other matter, cause or thing whatsoever not herein other­ wise provided for, and said disagreement, dispute or controversy cannot be amicably adjusted between the respective parties, then the same shall in the first instance be ad­ justed between a representative of the Union and a representative of the Association. Should they fail to agree, the question in dis­ pute shall, upon the request of either party, then be referred for decision and determina­ tion to a Board of Arbitration consisting of six (6) arbitrators, three (3) of whom shall be designated by the Association and the other three (3) shall be designated by the Union. Should such Board of Arbitration fail to agree, the question in dispute, shall be immediately referred to an Impartial Chairman for decision and determination. The parties designate Xxxxx Xxxxxxxxxxx, Esq. to act as Impartial Chairman during the life of this Agreement, (iv) whether a particular dispute, claim or controversy is subject agreement. Notice of the demand to submit any dis­ pute hereunder to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted given by either party thereto by three (3) days’ notice in writing, setting forth the nature of the dispute to final and binding arbitration before Judicial Arbitration and Mediation Servicesbe arbitrated, Inc. (“JAMS”) pursuant sent to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership Union or the disputing Partner Association, as the case may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6be. The arbitration award or determination of a majority vote of the arbitrators, if there shall take place in Wilmingtonbe six (6) arbitrators, Delawareor by the Impartial Chair­ man, Xxxxx Xxxxxxxxxxx, Esq., if submitted before him, shall be final, binding and con­ clusive and shall be conducted in accordance with accepted by the provisions of JAMS Streamlined Arbitration Rules parties hereto and Procedures in effect at the time of filing any signatory members of the demand for arbitrationAssociation or member of the Union in­ volved, and a judgment thereon may be entered in any court of competent juris­ diction. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law expense of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costsArbitration, if any, shall be borne equally by both sides. It is the intent of the parties to this agree­ ment that the procedures herein provided for shall serve as a means for peaceable settlement of all disputes, that may arise, and the parties therefore agree that during the life of this agreement, there shall be no strikes, walk-outs, stoppages, picketing or lock-outs. It is agreed that pending the determination by the arbitrators of any dis­ pute pursuant to the provisions of this para­ graph, no action of any sort whatsoever will be taken by the respective parties hereto, and the respective parties hereby waive their rights to take any legal or equitable meas­ ures, steps or proceedings except to enforce the award of arbitration. It is hereby agreed that the oath of the Impartial Chairman and/or members of the Board of Arbitration, required by Section 1455 of the Civil Practice Act, is hereby expressly waived. It is hereby agreed that in any arbitration that it must pay proceeding a written notice of hearing ad­ dressed to cause this Section 11.1 the parties in interest and for­ warded by regular or ordinary mail at least two (2) days prior to the date set for the hearing, shall be deemed due, timely and sufficient notice thereof, the parties hereto waiving the service of such notice in per­ son or by registered mail. In the event of the death, disability or resignation of Xxxxx Xxxxxxxxxxx as Im­ partial Chairman, the persons designated as members of the Board of Arbitration shall select an Impartial Chairman for the re­ mainder of the term at a meeting of the Board of Arbitration to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the Partnershipcalled within five (5) days thereafter.

Arbitration of Disputes. (a) Any and all disputes, claims If a claim or controversies controversy arising out of or relating to this Agreementagreement, including any and all disputesthe performance or non-performance of services, claims the quality or controversies arising out appropriateness of or relating to (i) the Partnershipservices, (ii) any Partner’s rights and obligations hereunderand/or other disputes involving productivity, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement such dispute shall be submitted to determined by final and binding arbitration before either the Judicial Arbitration and Mediation Service ("JAMS") or, alternatively, ADR Services, Inc. (“JAMS”) pursuant "ADR"). The arbitration will be conducted in Los Angeles, California, and shall be administered by and in accordance with either the then existing JAMS Streamlined Arbitration Rules and Procedures or, alternatively, ADR's Arbitration Rules (a copy of such rules will be furnished to you upon request). In rendering the award, the arbitrator shall determine the rights and obligations of the parties according to the substantive law of Navajo Nation and procedural laws of Court of Los Angeles. Neither the Company nor the Contractor, however, will be precluded from obtaining provisional relief, including but not limited to attachment, in any court of competent jurisdiction. Judgment may be entered upon the arbitrator's award by any court having jurisdiction. Should either Party refuses or neglects to appear or participate in the arbitration proceeding, the arbitrator is empowered to decide the claim or controversy in accordance with the evidence presented. PARTY REALIZES THAT BY ACCEPTING THIS ARBITRATION PROVISION, PARTY WAIVE ITS CONSTITUTIONAL RIGHT TO A JURY TRIAL AND THE RIGHT, EXCEPT UNDER LIMITED CIRCUMSTANCES, TO APPEAL THE ARBITRATOR'S DECISION. This agreement to arbitrate shall be governed by and interpreted under the procedures of the Federal Arbitration Act, 9 U.S.C. Section 1 et seqSections 1-16. Either In rendering an award, the Partnership or arbitrator shall apply the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy substantive law of such demand Navajo Nation, without regard to the other in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions its choice of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedingslaws principles. The arbitrator selected shall be neutral and a former Delaware chancery court judge ornot have any power to alter, if such judge is not availableamend, a former U.S. federal judge with experience in adjudicating matters under the law modify or change any of the State terms of Delaware; provided this Agreement, nor to grant any remedy that if no such person is both willing and able to undertake such either prohibited by the terms of this Agreement or not available in a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel court of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the Partnershiplaw.

Arbitration of Disputes. (a) Any PCB, PCBNA and Xx. Xxxxxx mutually consent to the resolution by binding arbitration of all disputes, claims or controversies (“claims”) arising out of Xx. Xxxxxx’ employment (or its termination). The claims covered by this agreement include, but are not limited to, claims and disputes relating to wages or other compensation due, claims by either party upon this Agreement, including any and all disputesclaims alleging discrimination or harassment (for example, on the basis of age, sex, sexual orientation, race, disability, etc.), tort claims (for example, defamation, infliction of emotional distress, invasion of privacy, etc.), wrongful termination in violation of public policy, claims or controversies arising out of or relating to (i) the Partnershipretaliation, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope statutory claims of any provision nature under federal, state, or local governmental laws, statutes, ordinances, or regulations. This agreement to submit claims to binding arbitration shall not cover claims for Workers’ Compensation benefits, or claims to governmental agencies for unemployment compensation benefits. By agreeing to submit claims to binding arbitration, Xx. Xxxxxx does not waive his right to file an administrative complaint with a cognizant administrative agency (for example, the Equal Employment Opportunity Commission, the Department of this AgreementFair Employment & Housing, (iv) whether or other agencies of a particular disputesimilar nature), claim but he does knowingly waive the right to file a civil action of any nature seeking recovery of money. Xx. Xxxxxx understands that by agreeing to submit all claims to binding arbitration, he is waiving any right to trial by jury or controversy is subject to arbitration other judicial forum that might otherwise exist. Arbitration under this Section 11.1shall be held in Santa Barbara, California, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before conducted in accordance with the then-prevailing rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant for the arbitration of employment disputes; provided, however, that, to the Federal Arbitration Actextent the JAMS rules provide otherwise, 9 U.S.C. Section 1 et seq. Either (a) a single arbitrator shall be used to hear the Partnership or the disputing Partner may commence dispute; (b) the arbitration process filing fees, arbitrator’s fees and the other JAMS administrative costs unique to arbitration proceedings shall be borne by filing PCB/PCBNA, (c) the parties shall be entitled to conduct discovery in the manner provided in California Code of Civil Procedure Section 1283.05, as the same may hereafter be amended, (d) the arbitrator’s authority to award attorneys’ fees to the prevailing party shall not be any greater nor any less than that which would have been afforded a court had the matter been heard before a court, and (e) the arbitrator shall render a written demand decision, including a statement of reasons for arbitration with JAMS the decision, and delivering a copy of such demand the decision shall be subject to the other limited judicial review in accordance with California Code of Civil Procedure Section 1285. et seq., as the notice procedures set forth in Section 11.6same may hereafter be amended. The This mutual obligation to submit disputes and claims to binding arbitration shall take place in Wilmington, Delawaresurvive the termination of Xx. Xxxxxx’ employment with PCB and PCBNA, and shall apply to any claim whether arises or is asserted during or after his employment with PCB and PCBNA. If any part of this agreement to arbitrate is found to be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a rolevoid or otherwise unenforceable, the Partner remaining portion of this agreement to arbitrate shall continue in full force and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the Partnershipeffect.

Arbitration of Disputes. (a) 8.10.1.A Submission to Arbitration. Any and all disputesclaim or controversy regardless of the theory under which they arise, claims including without limitation contract, tort, common law, statutory, or controversies regulatory duties or any other liability arising out of or relating to this AgreementAgreement (“Claim”) shall be resolved by submission to binding arbitration. Where claims are asserted by or against Company, including any the arbitration shall be administered and all disputeshearings shall be held in Seattle, Washington before a single neutral arbitrator from the Seattle offices of Judicial Arbitration & Mediation Services. Where claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved asserted by mutual agreement or against Company, such arbitration shall be submitted to final and binding arbitration before the offices of Judicial Arbitration and & Mediation Services, Inc. (“JAMS”) located nearest to Dealer’s headquarters or to such other arbitration service and in such other location as Dealer, in its sole discretion, shall select. The arbitration shall be before a single neutral arbitrator. Any arbitration hearing shall be held at such location as Dealer, in its sole discretion, shall select. The arbitration shall be administered pursuant to the JAMS Comprehensive Rules and Procedures then in effect. Except as otherwise expressly stated herein, the parties shall equally bear the fees of the arbitrator. Notwithstanding any choice of law provision in this Agreement, the parties agree that the Federal Arbitration Act, 9 U.S.C. Section 1 et seq§§1-15, not state law, shall govern the arbitrability of all disputes under this Agreement. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth in Section 11.6. The arbitration shall take place in WilmingtonWHETHER A CLAIM IS RESOLVED BY ARBITRATION OR SOME OTHER PROCEEDING, DelawareCOMPANY AND DEALER (AND SUB-DEALER) HEREBY WAIVE (1) ANY RIGHT TO A JURY TRIAL, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge orAND (2) ANY RIGHT TO PURSUE, if such judge is not availableOR PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a roleCLAIMS ON A CLASSWIDE, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costsCONSOLIDATED, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the PartnershipOR REPRESENTATIVE BASIS.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (ia) the Partnership, (iib) any Limited Partner’s rights and obligations hereunder, (iiic) the validity or scope of any provision of this Agreement, (ivd) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 11.13 and (ve) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.611.01. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 11.13 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and parties to the Partnershiparbitration.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or 42903935.5 42 controversies arising out of or relating to (ia) the Partnership, (iib) any Limited Partner’s rights and obligations hereunder, (iiic) the validity or scope of any provision of this Agreement, (ivd) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 11.13 and (ve) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.611.01. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 11.13 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnershipjurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 11.13 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred in enforcing this Section 11.13, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 11.13 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 11.13, including the existence and outcome of such arbitration and any information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided that such party may make such disclosures as are required by applicable law or legal process; provided, further, that such party may make such disclosures to 42903935.5 43 its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 11.13 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party shall (a) promptly notify the other party to the arbitration and (b) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure, or otherwise protect the confidentiality, of such information. For the avoidance of doubt, (a) any arbitration pursuant to this Section 11.13 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (b) any arbitration pursuant to this Section 11.13 of disputes, claims or controversies arising out of or relating to this Agreement is intended to be separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this Agreement.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (ia) the Partnership, (iib) any Limited Partner’s rights and obligations hereunder, (iiic) the validity or scope of any provision of this Agreement, (ivd) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 11.13 and (ve) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.611.01. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 11.13 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnership.jurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 11.13 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred in enforcing this Section 11.13, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 11.13 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 11.13, including the existence and outcome of such arbitration and any information obtained in connection with any such

Arbitration of Disputes. If a dispute arises between the ----------------------- parties, then the parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (a30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth below. Any and all disputesdispute, claims controversy, or controversies claim arising out of or relating to this Agreement, the breach, termination or invalidity thereof, or Consultant's engagement, including claims of tortious interference or other tort or statutory claims, and including without limitation any and all disputes, claims or controversies arising out of or relating to (i) dispute concerning the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreementarbitration clause, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding settled by arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth Employment Dispute Arbitration Rules of the American Arbitrators Association then in Section 11.6effect. The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wilmington, Delaware, and under this Agreement shall be conducted held in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect Raleigh, North Carolina, or at the time of filing such other place as may be selected by mutual agreement of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedingsparties. The arbitrator selected shall be neutral mutually acceptable to the parties, or failing agreement, selected pursuant to the Employment Dispute Arbitration Rules of the American Arbitrators Association. The parties intend that the arbitrator shall be independent and impartial. To this end, the arbitrator shall disclose to the parties any professional, family, or social relationships, past or present, with any party or counsel. Strict rules of evidence shall not apply in any arbitration conducted pursuant to this Agreement. The parties may offer such evidence as they desire and the arbitrator shall accept such evidence as the arbitrator deems relevant to the issues and accord it such weight as the arbitrator deems appropriate. The arbitrator shall have the discretion to order a former Delaware chancery court judge orprehearing exchange of information by the parties, if such judge is not availableincluding without limitation, a former U.S. federal judge with experience production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties. No party shall be allowed, however, to take more than one deposition of the opposing party and no deposition shall last longer than six (6) hours. All disputes regarding discovery shall be decided by the arbitrator. The arbitrator award shall be in adjudicating matters under writing and shall specify the law factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware; provided North Carolina or, if applicable, federal law. The arbitrator shall have the authority to award any remedy or relief that if no such person is both willing and able to undertake such a role, federal or state court within the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may State of North Carolina could order or grant. Any provisional remedy that would be available from a JAMS’ panel court of neutrals with experience in adjudicating matters under law shall be available from the law arbitrator to the parties, pending the arbitrator's determination of the State merits of Delawarethe parties' dispute. The Partner This shall include orders of attachment, temporary restraining orders, injunctions, and appointment of a receiver. If the arbitrator issues such an order, either party may immediately apply to a court of competent jurisdiction for enforcement of the order, even though the arbitrator may not have rendered a final award. All fees and expenses of the arbitration, including the fees of the arbitrator and the Partnership expense of each parties' counsel, experts, witnesses and preparation and presentation of proofs, shall participate in be paid by Company. Unless legally required to do so, neither party may disclose the existence, content, or results of any arbitration under this Agreement without the prior written consent of the other party, nor may the arbitrator disclose any such information without the consent of both parties. This provision shall apply to all aspects of the arbitration in good faith. The Partnership shall pay those costsproceeding, if anyincluding without limitation, of arbitration that it must pay to cause this Section 11.1 to be enforceablediscovery, testimony, other evidence, briefs, and all other costs of arbitration shall be shared equally between the Partner and the Partnershipaward.

Arbitration of Disputes. If a dispute arises between the parties, then ----------------------- the parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (a30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth below. Any and all disputesdispute, claims controversy, or controversies claim arising out of or relating to this Agreement, the breach, termination or invalidity thereof, or Executive's employment, including claims of tortious interference or other tort or statutory claims, and including without limitation any and all disputes, claims or controversies arising out of or relating to (i) dispute concerning the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope of any provision of this Agreementarbitration clause, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding settled by arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures set forth Employment Dispute Arbitration Rules of the American Arbitrators Association then in Section 11.6effect. The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wilmington, Delaware, and under this Agreement shall be conducted held in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect Raleigh, North Carolina, or at the time of filing such other place as may be selected by mutual agreement of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedingsparties. The arbitrator selected shall be neutral mutually acceptable to the parties, or failing agreement, selected pursuant to the Employment Dispute Arbitration Rules of the American Arbitrators Association. The parties intend that the arbitrator shall be independent and impartial. To this end, the arbitrator shall disclose to the parties any professional, family, or social relationships, past or present, with any party or counsel. Strict rules of evidence shall not apply in any arbitration conducted pursuant to this Agreement. The parties may offer such evidence as they desire and the arbitrator shall accept such evidence as the arbitrator deems relevant to the issues and accord it such weight as the arbitrator deems appropriate. The arbitrator shall have the discretion to order a former Delaware chancery court judge orprehearing exchange of information by the parties, if such judge is not availableincluding without limitation, a former U.S. federal judge with experience production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties. No party shall be allowed, however, to take more than one deposition of the opposing party and no deposition shall last longer than six (6) hours. All disputes regarding discovery shall be decided by the arbitrator. The arbitrator award shall be in adjudicating matters under writing and shall specify the law factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware; provided North Carolina or, if applicable, federal law. The arbitrator shall have the authority to award any remedy or relief that if no such person is both willing and able to undertake such a role, federal or state court within the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may State of North Carolina could order or grant. Any provisional remedy that would be available from a JAMS’ panel court of neutrals with experience in adjudicating matters under law shall be available from the law arbitrator to the parties, pending the arbitrator's determination of the State merits of Delawarethe parties' dispute. The Partner This shall include orders of attachment, temporary restraining orders, injunctions, and appointment of a receiver. If the arbitrator issues such an order, either party may immediately apply to a court of competent jurisdiction for enforcement of the order, even though the arbitrator may not have rendered a final award. All fees and expenses of the arbitration, including the fees of the arbitrator and the Partnership expense of each parties' counsel, experts, witnesses and preparation and presentation of proofs, shall participate in be paid by Company. Unless legally required to do so, neither party may disclose the existence, content, or results of any arbitration under this Agreement without the prior written consent of the other party, nor may the arbitrator disclose any such information without the consent of both parties. This provision shall apply to all aspects of the arbitration in good faith. The Partnership shall pay those costsproceeding, if anyincluding without limitation, of arbitration that it must pay to cause this Section 11.1 to be enforceablediscovery, testimony, other evidence, briefs, and all other costs of arbitration shall be shared equally between the Partner and the Partnershipaward.

Arbitration of Disputes. (a) Any This Agreement and all disputes, claims Ancillary Agreements and all disputes or controversies arising out of or relating to this AgreementAgreement or the Ancillary Agreements or the Transaction (whether in contract, tort, equity or otherwise), including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Partner’s rights and obligations hereunder, (iii) the validity or scope arbitrability of any provision of this Agreement, (iv) whether a particular dispute, claim dispute or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are cannot resolved be settled by mutual agreement (with the exception of any employment related agreements for post-closing periods which will be governed by their own terms) shall be submitted to final and finally settled by binding arbitration before in accordance with the Comprehensive Arbitration Rules & Procedures of Judicial Arbitration and & Mediation ServicesService, Inc. (“JAMS”) pursuant to the Federal Arbitration Act), 9 U.S.C. Section 1 et seq. Either the Partnership or the disputing Partner may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other in accordance with the notice procedures as set forth in Section 11.616.1 et seq. The of the JAMS rules, or any successor provision thereto, as follows: Any party aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute 20 days after the giving of such notice may, upon 10 days’ notice to the other party, be submitted to JAMS arbitration shall take place conducted before a single neutral arbitrator in WilmingtonOrange County, DelawareCalifornia; provided, and however, that if the dispute involves claims of greater than $5,000,000, the JAMS arbitration shall be conducted before a panel of three arbitrators. With respect to disputes before a single arbitrator, the arbitrator shall be appointed by agreement of the parties hereto or, if no agreement can be reached, by JAMS in accordance with its rules. With respect to disputes before a panel of three arbitrators, the provisions of JAMS Streamlined Arbitration Rules Buyer and Procedures in effect at the time of filing Seller shall each appoint one arbitrator (the “Party-Appointed Arbitrators”) and the Party-Appointed Arbitrators shall appoint the third and presiding arbitrator within 14 days of the appointment of the second arbitrator; provided, that, any arbitrator not timely appointed herein shall be appointed by the JAMS upon the written demand for arbitrationof any party to the dispute. The Partner shall cooperate with JAMS and with the Partnership arbitrator(s) may enter a default decision against any party who fails to participate in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected All arbitrators shall be neutral and a former Delaware chancery court judge orserve as neutral, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceableindependent, and all other costs of arbitration shall be shared equally between the Partner and the Partnershipimpartial arbitrators.

Arbitration of Disputes. (a) Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (ia) the Partnership, (iib) any Limited Partner’s rights and obligations hereunder, (iiic) the validity or scope of any provision of this Agreement, (ivd) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.1, 11.13 and (ve) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. Section § 1 et seq. Either the Partnership or the disputing Partner A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.611.01. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Partner parties to the arbitration shall cooperate with JAMS and with the Partnership each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and parties to the Partnership arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and parties to the Partnership arbitration shall participate in the arbitration in good faith. The Partnership Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 11.13 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner parties to the arbitration. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the Partnershipjurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief.

Arbitration of Disputes. The parties to this Agreement specifically agree that any dispute (awhether contract, tort, statutory or otherwise) Any and all disputes, claims or controversies arising out of under or relating to this Agreement, including in any and all disputes, claims or controversies arising out of or relating way to (i) the Partnershiprules and regulations and Membership agreement of CLUB, (ii) any PartnerMember’s rights and obligations hereundermembership in CLUB, (iii) the validity or scope Member’s use of any provision of this Agreement, watercraft in connection with Member’s membership or (iv) whether a particular disputeany other dealings between Member and CLUB, claim including but not limited to any claims for money damages or controversy is subject to arbitration under this Section 11.1, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement for personal injury or wrongful death shall be submitted to final and binding arbitration before Judicial in the city of Charlotte, NC in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator. The arbitrator shall be selected by mutual agreement of CLUB and Mediation ServicesMember within twenty (20) days following the initiation of arbitration hereunder, Inc. (“JAMS”) pursuant to or, absent such agreement, by appointment by the Federal American Arbitration Association. The arbitration proceedings shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1 et seq§§ 1-16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof. Either Each party shall have discovery rights as provided by the Partnership Federal Rules of Civil Procedure within the limits imposed by the arbitrator; provided, however, that all such discovery shall be commenced and concluded within ninety (90) days of the selection or appointment of the disputing Partner may commence arbitrator. It is the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy intent of such demand to the other in accordance with the notice procedures set forth in Section 11.6. The parties that any arbitration shall take place in Wilmingtonbe concluded as quickly as reasonably practicable. Unless the parties otherwise agree, Delawareonce commenced, and the hearing on the disputed matters shall be conducted in accordance held four (4) days a week until concluded, with the provisions of JAMS Streamlined Arbitration Rules each hearing date to begin at 9:00 a.m. and Procedures in effect to conclude at the time of filing of the demand for arbitration. The Partner shall cooperate with JAMS and with the Partnership in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings5:00 p.m. unless otherwise agreed. The arbitrator selected shall use all reasonable efforts to issue the final award or awards within a period of five (5) business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Section shall not be a basis for challenging the award. The arbitrator shall instruct the non-prevailing party to pay all costs of the proceedings, including the fees and expenses of the arbitrator and the reasonable attorneys' fees and expenses of the prevailing party. If the arbitrator determines that there is not a prevailing party, each party shall be neutral instructed to bear its own costs and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under to share equally the law fees and expenses of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the Partner and the Partnership shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The Partner and the Partnership shall participate in the arbitration in good faith. The Partnership shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.1 to be enforceable, and all other costs of arbitration shall be shared equally between the Partner and the Partnershiparbitrator.