Common use of Arbitration Clause in Contracts

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand (a) All disputes (except for those arising pursuant to Section 13) arising out of, relating to or concerning this Agreement, the breach of this Agreement, the employment of Executive, or the termination of Executive's employment shall be resolved pursuant to this Section 16. This includes all claims or disputes whether arising in tort or contract and agree that, to the extent permitted by whether arising under statute or common law, including Title VII, the ADA, the ADEA, and all claims arising out of this Agreement other federal and state employment statutes. Any such dispute will be resolved through final by arbitration held in Harrisburg, Pennsylvania under the Employment Dispute rules of the American Arbitration Association. This agreement to arbitrate will be specifically enforceable. (b) Executive and binding Company agree that he or it must file any arbitration pursuant with the AAA and serve on the other party within sixty (60) days after the date on which the dispute arose. (c) Subject to Section 16(e) below, each party shall bear its own expenses for arbitration, including attorney and witness fees and expenses, except that the terms hereof. In fee of the arbitrator shall be borne solely by the Company. (d) Upon a request for arbitration under this regardAgreement, the parties acknowledge shall confer with each other for the purpose of attempting to select a single independent arbitrator. In the event that the parties cannot agree to the selection of an arbitrator within thirty days of notice of arbitration, three (3) individuals shall serve as arbitrators in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. One of the arbitrators shall be selected by Executive and agree that: (i) such arbitration will another by Company. The two arbitrators so selected shall select a third arbitrator. The finding of a majority of the arbitrators shall be final and binding on the parties; (ii) the parties are hereby waiving their rights . The agreement to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will arbitrate shall be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered specifically enforceable under applicable law in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. . (e) The prevailing party in connection with such arbitration shall also be entitled to an award of recover from the other party reasonable attorneys sums as attorney fees and costs incurred expenses in connection with such action, except that the enforcement fee of the arbitrator shall be borne solely by the Company regardless of outcome. (f) The arbitrators will have no authority to extend, modify, or suspend any of the terms of this Agreement. No person The arbitrators will make the award in writing and shall bring a putative or certified class accompany it with an opinion discussing the evidence and setting forth the reasons for the award. The decision of the arbitrators within the scope of the submission will be final and binding on both parties, and any right to judicial action on any matter subject to arbitrationarbitration hereunder is waived (unless otherwise required by applicable law), nor seek except suit to enforce any pre-dispute this arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of award and any rights under to vacate or modify the arbitration award in accordance with the Uniform Arbitration Act as enacted in Pennsylvania. The arbitrators shall have authority to award all relief provided for by such relevant laws at issue. If the rules of the AAA differ from those of this Section, the provisions of this Agreement except to the extent stated hereinwill control.

Arbitration. The parties understand and agree that, Either Party may initiate binding arbitration with respect to the extent permitted matters first submitted to mediation in accordance with Section 10.02 by lawproviding Notice of a demand for binding arbitration before a single, all claims arising out neutral arbitrator (the “Arbitrator”) at any time following the unsuccessful conclusion of the mediation provided for in Section 10.02. The Parties will cooperate with one another in selecting the Arbitrator within 60 days after Notice of the demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than 180 days from the date of Notice of the demand. If the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator will be appointed as provided for in California Code of Civil Procedure Section 1281.6. To be qualified as an Arbitrator, each candidate must be a retired judge of a trial court of any state or federal court, or retired justice of any appellate or supreme court. Unless otherwise agreed to by the Parties, the individual acting as the Mediator will be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other panel of neutrals from which the Parties have agreed to select the Mediator. Upon Notice of a Party’s demand for binding arbitration, such Dispute submitted to arbitration, including the determination of the scope or applicability of this Agreement to arbitrate, will be resolved through final and determined by binding arbitration pursuant before the Arbitrator, in accordance with the laws of the State of California, without regard to the terms hereofprinciples of conflicts of laws. In Except as provided for in this regardSection 10.03, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limitedArbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated. Such Absent the existence of such rules and procedures, the arbitration will be conducted in New York according accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq. and California procedural law (including the Code of Civil Procedure, Civil Code, Evidence Code and Rules of Court, but excluding local rules). Notwithstanding the rules and procedures that would otherwise apply to the securities arbitration rules then in effect arbitration, and unless the Parties agree to a different arrangement, the place of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be finalin [ ], California, and judgment on it may discovery will be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.limited as follows:

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys attorneys’ fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand Parties agree that any dispute, controversy, or claim arising out of or related to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to final and agree thatbinding arbitration administered by JAMS, Inc. (“JAMS”) in accordance with the Federal Arbitration Act and the JAMS Employment Arbitration Rules and Procedures (the “Rules”) then in effect, and conducted in Tallahassee, Florida by a single neutral arbitrator selected in accordance with the Rules. The Rules can be found at ▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇/. In arbitration, the Parties have the right to be represented by legal counsel; the arbitrator shall permit adequate discovery sufficient to allow the Parties to vindicate their claims and may not limit the Parties’ rights to reasonable discovery; the Parties shall have the right to subpoena witnesses, to compel their attendance at hearings, and to cross-examine witnesses; and the arbitrator’s decision shall be in writing and shall contain essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the power to resolve all disputes and award any type of legal or equitable relief, to the extent permitted by such relief is available under applicable law. Further, all claims arising out of this Agreement will be resolved through final and binding in any such arbitration pursuant to the terms hereof. In this regardproceeding, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision prevailing Party shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of that Party’s reasonable attorneys fees costs and costs incurred attorney’s fees, unless otherwise prohibited by applicable law. Any award by the arbitrator may be entered as a judgment in connection with the enforcement of this Agreement. No person shall bring a putative or certified class any court having jurisdiction in an action to arbitration, nor seek confirm or enforce the arbitration award. Except as necessary to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; confirm or · The person is excluded from the class by the court. Such forbearance to enforce an agreement award, the Parties agree to arbitrate shall not constitute keep all arbitration proceedings completely confidential. Notwithstanding the foregoing, either Party may seek preliminary injunctive and/or other equitable relief from a waiver court of any rights under competent jurisdiction in support of claims to be prosecuted in arbitration. In the event a dispute, controversy, or claim arising out of or related to this Agreement except is found to fall outside of the arbitration provision in this Section 16(b), the Parties agree to submit to the extent stated hereinexclusive jurisdiction and venue of the state and federal courts in Leon County, Florida for the resolution of such dispute, controversy, or claim.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims Any dispute or controversy arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted under or in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings this Agreement shall be settled exclusively by the arbitration, conducted before an arbitrator will be strictly limited. Such arbitration will be conducted in New York, New York according to in accordance with the securities arbitration rules then in effect of the American Arbitration AssociationAssociation then in effect. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it Judgment may be entered on the arbitration award in any court having jurisdiction. This arbitration provision , provided, however, that the Company shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 2 or 3 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award of reasonable attorneys punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and costs incurred expenses or, if in connection with the enforcement arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement. No person Agreement pursuant to this Section 14, the non-prevailing parties shall bring a putative be required to pay the reasonable attorney’s fees and expenses of the prevailing parties, except that if in the opinion of the court or certified class arbitrator deciding such action to arbitrationthere is no prevailing party, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate each party shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinpay its own attorney’s fees and expenses.

Arbitration. (a) Any dispute, claim or controversy arising out of, relating to, or in connection with this contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. (b) The seat of the arbitration shall be New York, New York. The parties understand submit to jurisdiction in the state and agree that, federal courts of the State of New York for the limited purpose of enforcing this agreement to the extent permitted arbitrate. (c) The arbitration shall be conducted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, one neutral arbitrator unless the parties acknowledge agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within thirty (30) days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the process set forth in JAMS Comprehensive Rule 15. (d) The arbitration award shall be in writing, state the reasons for the award, and agree that: (i) such arbitration will be final and binding on the parties; (ii) . The arbitrator may, in the parties are hereby waiving their rights to seek remedies in courtaward, allocate all or part of the costs of the arbitration, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification fees of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to and the securities arbitration rules then in effect attorneys’ fees of the American Arbitration Associationprevailing party. Both parties understand that Judgment on the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in by any court having jurisdictionjurisdiction thereof or having jurisdiction over the relevant party or its assets. This Notwithstanding applicable state law, the arbitration provision and this agreement to arbitrate shall be enforced and interpreted exclusively in accordance with applicable Federal law, including governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of the proceeding. Any costs, feesThe confidentiality obligations shall not apply (i) if disclosure is required by law, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative judicial or certified class action to arbitrationadministrative proceedings, nor seek or (ii) as far as disclosure is necessary to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member the rights arising out of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinaward.

Arbitration. The parties understand and agree that, to In the extent permitted by law, all claims event of any dispute or any claim arising out of this Agreement will agreement, the termination of Employee’s employment, or the employment relationship between the Employee and the Company (including, but not limited to, any claims of wrongful termination or claims for discrimination based on race, age, sex, disability, creed, color, religion, sexual orientation, marital status, or any other protected category, under California Fair Employment and Housing Act, Title VII of the Civil Rights Act, Age Discrimination in Employment Act, or Americans with Disabilities Act), Employee and the Company agree that all such disputes shall be fully and finally resolved through final and by binding arbitration pursuant to conducted under the terms hereofrules of the California Arbitration Act, Code of Civil Procedure Section 1280 et seq. In this regard, (the “Arbitration Act”). The parties acknowledge and agree that: shall (i1) such arbitration will be final and binding on select a neutral arbitrator from a panel obtained from Orange County Superior Court (or some other source mutually agreed upon between the parties; ), (ii2) be permitted adequate and reasonable discovery necessary to arbitrate or resolve all issues in dispute in the parties are hereby waiving their rights arbitration, and (3) direct the arbitrator to seek remedies render a written award setting forth his findings of fact and conclusions of law which shall be afforded appropriate judicial review as permitted by and provided for in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than Arbitration Act and different from discovery conducted state laws interpreting the Arbitration Act. Each party shall bear his or its own expenses incurred in connection with litigation; (iv) the arbitration, including attorneys’ fees and costs, except that the Company will pay all the arbitrator's award is not required to include factual findings or legal reasoning; ’s costs and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according fees unique to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdictionarbitration. This arbitration provision shall be enforced and interpreted exclusively not apply to claims for unemployment insurance benefits filed with the Employment Development Department or to claims for normal workers compensation benefits filed with the Workers Compensation Appeals Board. In the event Employee prevails in accordance with applicable Federal lawthe resolution of any dispute arising out of this agreement, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award Company shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs reimburse Employee for all expenses Employee incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce including attorneys fees and costs, and any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; other costs, fees or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights attorneys fees as may otherwise be provided under this Agreement except to the extent stated hereinstate or federal law.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims Any controversy or claim arising out of or relating to this Agreement will shall first be resolved through final subject to mediation with a mediator agreed to by both parties and binding arbitration pursuant to paid for by both parties, absent an agreement otherwise. If after mediation there is no resolution of the terms hereof. In this regarddispute, the parties acknowledge and agree that: (i) such to resolve the dispute by binding arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings administered by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be finalAssociation (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on it an arbitrator’s award may be entered in any court having jurisdictionjurisdiction thereof. a. The Parties shall select one arbitrator pursuant to the AAA’s Commercial Arbitration Rules. b. The arbitrator shall present a written, well-reasoned decision that includes the arbitrator’s findings of fact and conclusions of law. This arbitration provision The decision of the arbitrator shall be enforced binding and interpreted exclusively in accordance with applicable Federal lawconclusive on the Parties. c. The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The arbitrator shall have no authority to award equitable relief. Any arbitration award initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to either Party other than the direction to pay a monetary amount. As determined by the arbitrator, the arbitrator shall award the prevailing Party, if any, all of its costs and fees. The term “costs and fees” includes all reasonable pre-award arbitration expenses, including the Federal Arbitration Act. Any arbitrator fees, administrative fees, witness fees, attorney’s fees and costs, feescourt costs, or taxes involved in enforcing the award shall be fully assessed against travel expenses, and paid by the party resisting enforcement of said awardout-of-pocket expenses such as photocopy and telephone expenses. The prevailing party shall also be entitled decision of the arbitrator is not reviewable, except to an award of reasonable attorneys fees determine whether the arbitrator complied with sections (c) and costs incurred in connection with the enforcement (d) of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinparagraph.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of Any dispute under this Agreement will be resolved through final and binding arbitration which is not settled by the Committee or the CEOs pursuant to the terms hereof. In this regardArticle 10 or otherwise by mutual consent shall be finally settled by binding arbitration, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection accordance with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect Commercial Arbitration Rules of the American Arbitration Association. Both parties understand that the other party may initiate arbitration Association by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively three (3) arbitrators appointed in accordance with applicable Federal lawsaid rules. The arbitration shall be held in New York, New York and at least one of the arbitrators shall be an independent expert in pharmaceutical product development and marketing (including clinical development and regulatory affairs). The arbitrators shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery; provided the arbitrators shall permit such discovery as they deem necessary to permit an equitable resolution of the dispute. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The costs of the arbitration, including the Federal Arbitration Act. Any costs, administrative and arbitrators’ fees, or taxes involved in enforcing the award shall be fully assessed against and paid shared equally by the party resisting enforcement of said award. The prevailing party Parties and each Party shall also be entitled to an award of reasonable attorneys bear its own costs and attorneys’ and witness’ fees and costs incurred in connection with the enforcement arbitration. A disputed performance or suspended performances pending the resolution of the arbitration must be completed within thirty (30) days following the final decision of the arbitrators or such other reasonable period as the arbitrators determine in a written opinion. The parties shall use all reasonable efforts to ensure that any arbitration subject to this Article 12.14 shall be completed within one (1) year from the filing of notice of a request for such arbitration. The arbitration proceedings and the decision shall not be made public without the joint consent of the Parties and each Party shall maintain the confidentiality of such proceedings and decision, subject to any contrary provision of this Agreement. No person shall bring a putative Agreement or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class unless otherwise permitted by the courtother Party. Such forbearance to enforce an agreement to arbitrate The Parties agree that the decision shall not constitute a waiver of be the sole, exclusive and binding remedy between them regarding any rights under this Agreement except and all disputes, controversies, claims and counterclaims presented to the extent stated hereinarbitrators. Application may be made to any court having jurisdiction over the Party (or its assets) against whom the decision is rendered for a judicial recognition of the decision and an order of enforcement.

Arbitration. The parties understand Parties agree that any dispute, controversy, or claim arising out of or related to this Agreement, to the maximum extent allowed by applicable law, shall be submitted to final and agree thatbinding arbitration administered by JAMS, Inc. (“JAMS”) in accordance with the Federal Arbitration Act and the JAMS Employment Arbitration Rules and Procedures (the “Rules”) then in effect, and conducted in Tallahassee, Florida by a single neutral arbitrator selected in accordance with the Rules. The Rules can be found at ▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇/. In arbitration, the Parties have the right to be represented by legal counsel; the arbitrator shall permit adequate discovery sufficient to allow the Parties to vindicate their claims and may not limit the Parties’ rights to reasonable discovery; the Parties shall have the right to subpoena witnesses, to compel their attendance at hearings, and to cross-examine witnesses; and the arbitrator’s decision shall be in writing and shall contain essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the power to resolve all disputes and award any type of legal or equitable relief, to the extent permitted by such relief is available under applicable law. Further, all claims arising out of this Agreement will be resolved through final and binding in any such arbitration pursuant to the terms hereof. In this regardproceeding, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision prevailing Party shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of that Party’s reasonable attorneys fees costs and costs incurred attorney’s fees, unless otherwise prohibited by applicable law. Any award by the arbitrator may be entered as a judgment in connection with the enforcement of this Agreement. No person shall bring a putative or certified class any court having jurisdiction in an action to arbitration, nor seek confirm or enforce the arbitration award. Except as necessary to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; confirm or · The person is excluded from the class by the court. Such forbearance to enforce an agreement award, the Parties agree to arbitrate shall not constitute keep all arbitration proceedings completely confidential. Notwithstanding the foregoing, either Party may seek preliminary injunctive and/or other equitable relief from a waiver court of any rights under competent jurisdiction in support of claims to be prosecuted in arbitration. In the event a dispute, controversy, or claim arising out of or related to this Agreement except is found to fall outside of the arbitration provision in this Section 16(b), the Parties agree to submit to the extent stated hereinexclusive jurisdiction and venue of the state and federal courts in ▇▇▇▇ County, Florida for the resolution of such dispute, controversy, or claim.

Arbitration. The parties understand and agree that, In the event that such MEDIATION fails to produce a resolution satisfactory to the extent permitted by lawdisputing parties, all claims arising out of this Agreement will the Dispute(s) shall be resolved through by final and binding arbitration pursuant to ARBITRATION, by a neutral Arbitrator, in accordance with this Agreement utilizing the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect current Commercial Arbitration Rules of the American Arbitration AssociationAssociation as a guideline. Both parties understand The arbitrability of Disputes shall also be determined by the Arbitrator. Each party shall bear its own expenses in connection with the ARBITRATION, except that the other prevailing party may, if deemed appro- priate in the sole discretion of the Arbitrator, be awarded an additional amount as compensation (the “additional compensation”) for the costs and expenses (including reasonable attorneys fees) incurred in connection with the ARBITRATION. The Arbitrator may initiate arbitration by serving make an award of additional compensation based upon and taking into consideration only the amount or mailing a written notice the extent that the prevailing party has obtained an award in excess of the amount of any prior payment or offer of settlement or compromise received at any time prior to the other party hereto by certified mail, return receipt requestedArbitrator’s decision or award from the opposing party. Any decision or award of the arbitration panel makes will Arbitrator shall be final, in writing and judgment on it shall state the reasons supporting the decision or award. Judgment upon the Arbitrator’s decision or award may be entered in any court having Court with competent jurisdiction. This arbitration provision The Arbitrator shall not have the power to award any damages or compensation in excess of any applicable dollar limits specified in this Agreement. The Arbitrator shall have the power to order pre-hearing discovery of documents and the taking of such depositions as the Arbitrator shall deem appropriate, and may compel the attendance of witnesses and the production of documents at the hearing, by such means as the Arbitrator shall deem to be enforced appropriate in the circumstances. The parties agree that the terms and interpreted exclusively in accordance with applicable Federal law, including provisions of the US Federal Arbitration Act. Any costsAct (9 USC Sections 1- 14), fees, or taxes involved in enforcing shall govern the award shall be fully assessed against interpretation and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinprovision.

Arbitration. THE PARTIES AGREE THAT ALL CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT (“DISPUTES”), WHETHER ARISING PRIOR, ON, OR SUBSEQUENT TO THE EFFECTIVE DATE, SHALL BE ARBITRATED AS FOLLOWS: The parties understand and Parties irrevocably agree that, to the extent permitted by law, submit all claims arising out of this Agreement will be resolved through final and Disputes between them to binding arbitration pursuant to conducted under the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect Commercial Dispute Resolution Procedures of the American Arbitration AssociationAssociation (the “AAA”), including the Optional Procedures for Large Complex Commercial Disputes. Both parties understand that The place and location of the other party may initiate arbitration by serving or mailing a written notice shall be in the applicable jurisdiction (i.e., Sioux Falls, South Dakota). All arbitration proceedings shall be closed to the other party hereto by certified mailpublic and confidential and all related records shall be permanently sealed, return receipt requested. Any award except as necessary to obtain court confirmation of the arbitration panel makes will award. The arbitration shall be finalconducted before a single arbitrator selected jointly by the parties. The arbitrator shall be a retired judge with experience in custodial and trust matters under South Dakota law. If the parties are unable to agree upon an arbitrator, then the AAA shall choose the arbitrator. The language to be used in the arbitral proceedings shall be English. The arbitrator shall be bound to the strict interpretation and judgment on it observation of the terms of this Agreement and shall be specifically empowered to grant injunctions and/or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable attorneys’ fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the award so rendered may be entered in any court having jurisdictionjurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. This In no event shall a demand for arbitration provision shall be enforced and interpreted exclusively made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall question would be fully assessed against and paid barred by the party resisting enforcement applicable statute of said awardlimitations. The prevailing Notwithstanding the foregoing, either party shall also be entitled have the right, without waiving any right or remedy available to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights such party under this Agreement except or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the extent stated hereinrights or property of such party, pending the selection of the arbitrator hereunder or pending the arbitrator’s determination of any dispute, controversy or claim hereunder.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims Any dispute arising out of this Agreement will Agreement, or its performance or breach, shall be resolved through final and by binding arbitration in Las Vegas, Nevada under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association (the "AAA"). This arbitration provision is expressly made pursuant to and shall be governed by the Federal Arbitration Act, 9 U. S. C. Sections 1-14 as well as the AAA Rules. The Parties agree that pursuant to Section 9 of the Federal Arbitration Act, a judgment of a United States District Court of competent jurisdiction shall be entered upon the award made pursuant to the terms hereofarbitration. In A single arbitrator, who shall have the authority to allocate the costs of any arbitration initiated under this regardparagraph, shall be selected according to the AAA Rules within ten (10) days of the submission to the AAA of the response to the statement of claim or the date on which any such response is due, whichever is earlier. The arbitrator shall be required to furnish to the parties acknowledge to the arbitration a preliminary statement of the arbitrator's decision that includes the legal rationale for the arbitrator's conclusion and agree that: (i) such arbitration will be final and binding on the parties; (ii) calculations pertinent to any damage award being made by the arbitrator. The arbitrator shall then furnish each of the parties are hereby waiving their rights to seek remedies the arbitration the opportunity to comment upon and/or contest the arbitrator's preliminary statement of decision either, in courtthe discretion of the arbitrator, through briefs or at a hearing. The arbitrator shall render a final decision following any such briefing or hearing. The arbitrator shall conduct the arbitration in accordance with the Federal Rules of Evidence and the AAA Rules. The arbitrator shall decide the amount and extent of the pre-hearing discovery which is appropriate. The arbitrator shall have the power to enter any award of monetary and/or injunctive relief (including the power to issue permanent injunctive relief and also the power to reconsider any prior request for immediate injunctive relief by any Party and any order as to immediate injunctive relief previously granted or denied by a court in response to a request therefor by any Party), including the right power to render an award as provided in Rule 43 of the AAA Rules. The arbitrator shall have the power to award the prevailing party its costs and reasonable attorney's fees; provided, however, that the arbitrator shall not award attorneys' fees to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) prevailing party if the prevailing party received a settlement offer unless the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then prevailing party is greater than such settlement offer without taking into account attorneys' fees in effect the case of the American Arbitration Associationsettlement offer or the arbitrator's award. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice In addition to the other party hereto by certified mailabove courts, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it award may be entered enforced in any court having jurisdiction. This arbitration provision shall be enforced jurisdiction over the Parties and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing subject matter of the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. (a) The Executive and the Company agree that if a dispute arises concerning or relating to the Executive’s employment with the Company, or the termination of the Executive’s employment, such dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association regarding resolution of employment disputes in effect at the time such dispute arises. The arbitration shall take place in New York, New York, before a single experienced arbitrator licensed to practice law in New York and selected in accordance with the American Arbitration Association rules and procedures. Except as provided below, the Executive and the Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to or arising from the Executive’s employment with the Company or his termination, including disputes over rights provided by federal, state, or local statutes, regulations, ordinances, and common law, including all laws that prohibit discrimination based on any protected classification. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including expressly waive the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than , and different from discovery conducted in connection with litigation; (iv) agree that the arbitrator's ’s award is shall be final and binding on both parties, and shall not required be appealable. The arbitrator shall have discretion to include factual findings or legal reasoning; award monetary and (v) a party's right to appeal or seek modification of rulings by other damages, and any other relief that the arbitrator will be strictly limiteddeems appropriate and is allowed by law. Such arbitration will be conducted The arbitrator shall have the discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in New York according bringing or defending an action, and shall award such costs and fees to the securities Executive in the event the Executive prevails on the merits of any action brought hereunder. (b) The Company shall pay the cost of any arbitration rules then proceedings under this Agreement if the Executive prevails in effect of such arbitration on at least one substantive issue. (c) The Company and the American Arbitration Association. Both parties understand Executive agree that the other party may initiate arbitration by serving sole dispute that is excepted from Section 20(a) is an action seeking injunctive relief from a court of competent jurisdiction regarding enforcement and application of Sections 7, 8 or mailing a written notice to the other party hereto by certified mail10 of this Agreement, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it which action may be entered brought in any court having jurisdiction. This addition to, or in place of, an arbitration provision shall be enforced and interpreted exclusively proceeding in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinSection 20(a).

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys attorneys’ fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand (a) All disputes (except for those arising pursuant to Section 12) arising out of, relating to or concerning this Agreement, the breach of this Agreement, the employment of Executive, or the termination of Executive's employment shall be resolved pursuant to this Section 15. This includes all claims or disputes whether arising in tort or contract and agree that, to the extent permitted by whether arising under statute or common law, including Title VII, the ADA, the ADEA, and all claims arising out of this Agreement other federal and state employment statutes. Any such dispute will be resolved through final by arbitration held in Harrisburg, Pennsylvania under the Employment Dispute rules of the American Arbitration Association. This agreement to arbitrate will be specifically enforceable. (b) Executive and binding Company agree that he or it must file any arbitration pursuant with the AAA and serve on the other party within sixty (60) days after the date on which the dispute arose. (c) Subject to Section 15(e) below, each party shall bear its own expenses for arbitration, including attorney and witness fees and expenses, except that the terms hereof. In fee of the arbitrator shall be borne solely by the Company. (d) Upon a request for arbitration under this regardAgreement, the parties acknowledge shall confer with each other for the purpose of attempting to select a single independent arbitrator. In the event that the parties cannot agree to the selection of an arbitrator within thirty days of notice of arbitration, three (3) individuals shall serve as arbitrators in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. One of the arbitrators shall be selected by Executive and agree that: (i) such arbitration will another by Company. The two arbitrators so selected shall select a third arbitrator. The finding of a majority of the arbitrators shall be final and binding on the parties; (ii) the parties are hereby waiving their rights . The agreement to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will arbitrate shall be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered specifically enforceable under applicable law in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. . (e) The prevailing party in connection with such arbitration shall also be entitled to an award of recover from the other party reasonable attorneys sums as attorney fees and costs incurred expenses in connection with such action, except that the enforcement fee of the arbitrator shall be borne solely by the Company regardless of outcome. (f) The arbitrators will have no authority to extend, modify, or suspend any of the terms of this Agreement. No person The arbitrators will make the award in writing and shall bring a putative or certified class accompany it with an opinion discussing the evidence and setting forth the reasons for the award. The decision of the arbitrators within the scope of the submission will be final and binding on both parties, and any right to judicial action on any matter subject to arbitrationarbitration hereunder is waived (unless otherwise required by applicable law), nor seek except suit to enforce any pre-dispute this arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of award and any rights under to vacate or modify the arbitration award in accordance with the Uniform Arbitration Act as enacted in Pennsylvania. The arbitrators shall have authority to award all relief provided for by such relevant laws at issue. If the rules of the AAA differ from those of this Section, the provisions of this Agreement except to the extent stated hereinwill control.

Arbitration. The parties understand and agree that, Except with respect to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final the payment of Rent, and binding on the parties; (ii) any proceedings for possession of any Leased Property, or (iii) valuation questions that are to be resolved by appraisal as set forth in Section 33, hereof, in case any controversy arises between the parties hereto as to any of the requirements of this Master Lease or the performance thereof, and the parties are hereby waiving their rights unable to seek remedies in courtsettle the controversy by agreement or as otherwise provided herein, including the right to a jury trial; (iii) pre-controversy shall be resolved by arbitration. The arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will shall be conducted by three arbitrators selected in New York according to accordance with the securities arbitration rules then in effect procedures of the American Arbitration AssociationAssociation and in accordance with its rules and procedures. Both parties understand that The decision of the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will arbitrators shall be final, binding and enforceable and judgment on it may be entered thereon in any court having of competent jurisdiction. This The decision shall set forth in writing the basis for the decision. In rendering the decision and award, the arbitrators shall not add to, subtract from, or otherwise modify the provisions of this Master Lease. The expense of the arbitration provision shall be enforced divided between Lessor and interpreted exclusively Lessee unless otherwise specified in accordance with applicable Federal lawthe award. Each party in interest shall pay the fees and expenses of its own counsel. Lessor and Lessee shall attempt to agree on a location for the arbitration, including and if they are unable to agree within a reasonable period of time, then the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award arbitration shall be fully assessed against and paid by conducted in Baltimore, Maryland. In any arbitration, the party resisting enforcement of said award. The prevailing party parties shall also be entitled to an award conduct discovery in the same manner as permitted under Federal Rules of reasonable attorneys fees and costs incurred in connection with the enforcement of this AgreementCivil Procedure 26 through 37. No person provision in this Article shall bring limit the right of any party to this Master Lease to obtain provisional or ancillary remedies from a putative court of competent jurisdiction before, after, or certified class action during the pendency of any arbitration, and the exercise of any such remedy does not waive the right of either party to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's ’s award is not required to include factual findings or legal reasoning; and (v) a party's ’s right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · ● The class certification is denied; · ● The class is decertified; or · ● The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The This agreement contains a Predispute Arbitration Clause. By Signing an Arbitration Agreement the Parties agree as follows: a) All parties understand and agree that, to this agreement are giving up the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant right to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies ▇▇▇ each other in court, including the right to a trial by jury trialexcept as provided by the rules of the Arbitration form in which a claim is filed; b) Arbitration awards are generally final and binding; (iiia party’s ability to have a court reverse or modify an arbitration award is very limited. c) pre-arbitration The liability of the parties to obtain documents, witness statements and other discovery is generally more limited in Arbitration than in court proceedings; d) The Arbitrators do not have to explain the reason(s) for their award unless in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. e) The panel of Arbitrators will typically include a minority of Arbitrators who were or are affiliated with the securities industry. f) The rules of some Arbitration forums may impose time limits for bringing a claim in Arbitration. In some cases, a claim that is ineligible for Arbitration may be brought in court. g) The rules of the Arbitration forum in which the claim is filed, and different from discovery conducted any amendments thereto, shall be incorporated into this agreement The following Arbitration Agreement should be read in conjunction with the disclosures above. Any and all controversies , disputes or claims between the Customer and You, or the Introducing Broker and/or Investment Advisor, or the Agents, Representatives, Employees, Directors, Officers, or Control Persons of You or The Introducing Broker and/or Investment Advisor, Arising out of, in connection with, from or with litigation; respect to (iva) Any provisions of or the arbitrator's award is not required to include factual findings validity of this agreement or legal reasoning; and any related agreements, (vb) a party's right to appeal The relationship of the parties hereto, or seek modification (c) Any controversy arising out of rulings by your business, the arbitrator will be strictly limited. Such arbitration will Introducing Broker and/or Investment Advisor’s business or the Customer’s accounts, Shall be conducted in New York according pursuant to the securities arbitration rules then in effect code of Arbitration procedure of the American Financial Industry Regulatory Authority (“FINRA”). Arbitration Association. Both parties understand that the other party may initiate arbitration must be commenced by serving or mailing service of a written notice demand for Arbitration or a written Notice of Intention to Arbitrate. The decision and award of the other party hereto by certified mail, return receipt requested. Any Arbitrator(s) shall be conclusive and binding upon all parties and any judgment upon any award the arbitration panel makes will be final, and judgment on it rendered may be entered in any a court having jurisdiction. This arbitration provision shall be enforced jurisdiction thereof, and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing neither party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreementoppose suchentry. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The or (ii) the class is decertifiedde-certified; or · The person (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement agreement except to the extent stated herein.

Arbitration. The parties understand and agree that(a) Any dispute, to the extent permitted by law, all claims controversy or claim arising out of or in connection with this Agreement will or its subject matter or formation, whether in tort, contract, under statute or otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual claim (a “Dispute”), shall be finally and exclusively resolved through final by arbitration under the arbitration rules of the American Arbitration Association (the “Rules”), which Rules are deemed to be incorporated by reference into this Agreement. (b) The arbitral tribunal (the “Tribunal”) shall consist of three arbitrators, to be appointed in accordance with the Rules. (c) The seat of the arbitration shall be Houston, Texas. (d) The language of the arbitration shall be English. (e) Any award rendered by the Tribunal shall be made in writing and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will shall be final and binding on the parties to this Agreement. The parties to this Agreement undertake to carry out the award without delay. (f) All aspects of the arbitration shall be confidential. Save to the extent required by law or pursuant to any proceedings to enforce or challenge an award, no aspect of the proceedings, documentation, or any partial or final award or order or any other matter connected with the arbitration shall be disclosed to any other person by either party or its counsel, agents, corporate parents, affiliates or subsidiaries without the prior written consent of the other party / parties; . (g) Nothing in this Section 9.5 shall be construed as preventing any party from seeking conservatory or similar interim relief from any court with competent jurisdiction. (h) In respect of any Dispute, each party to this Agreement expressly waives any right to claim or recover from the other party and the Tribunal is not empowered to award punitive, exemplary, moral, multiple or similar non-compensatory damages. (i) Articles 3 and 9 of the International Bar Association (IBA) Rules on the Taking of Evidence in International Arbitration shall apply to the arbitration. (j) Each Party hereby waives, to the fullest extent permitted by law: (i) any right under the laws of any jurisdiction to apply to any court or other judicial authority to determine any preliminary point of law, except as expressly provided in Section 9.5(g) and/or (ii) any right it may otherwise have under the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right laws of any jurisdiction to appeal or seek modification otherwise challenge the award, other than on the same grounds on which recognition and enforcement of rulings by the arbitrator will an award may be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect refused under Article V of the American Arbitration Association. Both parties understand that United Nations Convention on the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any Recognition and Enforcement of Foreign Arbitral Awards of 1958. (k) Judgment upon any award the arbitration panel makes will be final, and judgment on it and/or order may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinjurisdiction thereof.

Arbitration. The parties understand Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and agree thatexclusively by a binding arbitration process administered by JAMS in Los Angeles, California. Such arbitration shall be conducted in accordance with the then-existing JAMS Employment Rules and Procedures, with the following exceptions if in conflict: (a) one arbitrator who is a retired judge shall be chosen by JAMS; (b) the Company will pay the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the extent permitted JAMS rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys fees and expenses; provided that the arbitrator may assess the prevailing Party’s fees and costs against the non-prevailing Party as part of the arbitrator’s award if provided and allowed by law. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an Award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the Parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing rules. In such event, all references herein to JAMS shall mean AAA. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration. Executive and the Company understand that by agreeing to arbitration any claim pursuant to this Section 11(i), they will not have the right to have any such claim decided by a jury or a court, but shall instead have any such claim decided through arbitration. Executive and the Company waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, all this waiver includes the ability to assert claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to as a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings plaintiff or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered class member in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, purported class or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinrepresentative proceeding.

Arbitration. The parties understand You acknowledge that you have read and agree that, to understood the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding following facts about arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree thatprocedures: (i) such arbitration will be • Arbitration is final and binding on the parties; (ii) the . • The parties are hereby waiving their rights right to seek remedies in court, including the right to a jury trial; (iii) pre. • Pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the court proceedings. • The arbitrator's award is not required to include factual findings or legal reasoning; reasoning and (v) a any party's right to appeal or to seek modification of rulings by the arbitrator will be arbitrators is strictly limited. Such arbitration • The panel of arbitrators will be conducted in New York according to typically include a minority of arbitrators who were or are affiliated with the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreementindustry. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action and who is a member of a putative class who has not opted on (of the class with respect to any claims encompassed by the putative class action until: · : (I) The class action certification is denied; · ; (II) The class is decertified; or · or (III) The person customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement agreement except to the extent stated herein. You agree that any controversy between you and Firstrade Securities Inc., Apex Clearing and/or any of their officers, directors, employees, agents or affiliates relating to the account agreement, your account and the transactions therein or in any way arising out of your relationship with Firstrade Securities Inc. and/or Apex, will be settled by arbitration in accordance with the rules then in effect of the Financial Industry Regulatory Authority (FINRA), as governed by the laws of the State of New York, which must be commenced by a written notice of intention to arbitrate. Judgment upon arbitration award may be rendered in any court of competent jurisdiction.

Arbitration. The parties understand and Parties agree that, to the extent permitted by law, all claims arising that should any controversy or claim arise out of or relating to this Agreement they will first seek to resolve the matter informally for a reasonable period of time not to exceed forty-five (45) days. If the dispute remains, it shall be resolved through final subject to mediation with a mediator agreed to by both parties and binding arbitration pursuant to paid for by both parties, absent an agreement otherwise. If after mediation there is no resolution of the terms hereof. In this regarddispute, the parties acknowledge and agree that: (i) such to resolve the dispute by binding arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings administered by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be finalAssociation (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on it an arbitrator’s award may be entered in any court having jurisdictionjurisdiction thereof. a. The Parties shall select one arbitrator pursuant to the AAA’s Commercial Arbitration Rules. b. The arbitrator shall present a written, well-reasoned decision that includes the arbitrator’s findings of fact and conclusions of law. This arbitration provision The decision of the arbitrator shall be enforced binding and interpreted exclusively in accordance with applicable Federal lawconclusive on the Parties. c. The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The arbitrator shall have no authority to award equitable relief. Any arbitration award initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to either Party other than the direction to pay a monetary amount. As determined by the arbitrator, the arbitrator shall award the prevailing Party, if any, all of its costs and fees. The term “costs and fees” includes all reasonable pre-award arbitration expenses, including the Federal Arbitration Act. Any arbitrator fees, administrative fees, witness fees, attorney’s fees and costs, feescourt costs, or taxes involved in enforcing the award shall be fully assessed against travel expenses, and paid by the party resisting enforcement of said awardout-of-pocket expenses such as photocopy and telephone expenses. The prevailing party shall also be entitled decision of the arbitrator is not reviewable, except to an award of reasonable attorneys fees determine whether the arbitrator complied with sections (b) and costs incurred in connection with the enforcement (c) of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinsection.

Arbitration. The parties understand Except with respect to either party's right to seek injunctive and agree thatother equitable relief (including, without limitation, to enforce the extent permitted by lawprovisions of Sections 12, all claims 13, 14 and 17), in consideration of the Company employing Executive or continuing to employ Executive and the mutual promises set forth herein, Executive and the Company agree, for themselves and for their representatives, successors, and assigns, that any controversy or claim arising out of or relating to this Agreement will Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or arising out of or relating in any way to Executive's employment with Company or termination thereof, shall be resolved through submitted to and settled by final and binding arbitration pursuant to in New York, New York, before a single arbitrator, in accordance with the terms hereof. In this regardprocedures required under New York law. (a) To the extent not inconsistent with law, the parties acknowledge and agree that: following will govern any arbitration hereunder: (i) such The National Rules for the Resolution of Employment Disputes of the American Arbitration Association will apply. The arbitrator may award any form of remedy or relief (including injunctive relief) that would otherwise be available in court, consistent with applicable laws. Any award pursuant to said arbitration will shall be final accompanied by a written opinion of the arbitrator setting forth the reason for the award. The award rendered by the arbitrator shall be conclusive and binding on upon the parties; parties hereto, and judgment upon the award may be entered, and enforcement may be sought in, any court of competent jurisdiction. (ii) The Company shall bear the parties are hereby waiving their rights to seek remedies in courtcosts of the arbitrator and forum fees and each party shall bear its own respective attorney fees and all other costs, unless otherwise required or allowed by law and awarded by the arbitrator, provided further that if any matter of dispute raised by a party or any defense or objection thereto was unreasonable, the arbitrator may assess, as part of the arbitration award, all or any part of the arbitration expenses (including reasonable attorney's fees) of the right to a jury trial; other party and the arbitration fees against the party raising such unreasonable matter of dispute or defense or objection thereto. (iiib) This pre-arbitration discovery dispute resolution agreement covers all matters directly or indirectly related to Executive's recruitment, employment, or termination of employment by the Company, including, but not limited to, alleged violations of Title VII of the Civil Rights Act of 1964, sections 1981 through 1988 of Title 42 of the United States Code and all amendments thereto, Employee Retirement Income Security Act of 1974 ("ERISA"), the Americans with Disabilities Act of 1990 ("ADA"), the Age Discrimination in Employment Act of 1967 ("ADEA"), the Older Workers Benefits Protection Act of 1990 ("OWBPA"), the Fair Labor Standards Act ("FLSA"), the Occupational Safety and Health Act ("OSHA"), the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the New York Human Rights Laws, the New York City Human Rights Laws, the Texas Commission on Human Rights Act, the Utah Anti-Discrimination Act and any and all claims under federal, state, and local laws against employment discrimination or otherwise pertaining to the Executive's employment or termination thereof, but excluding Worker's Compensation Claims. (c) In the event that either party files, and is generally more limited than allowed by the courts to prosecute, a court action against the other, the plaintiff in such action agrees not to request, and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a hereby waives such party's right to appeal or seek modification of rulings a trial by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mailjury. (d) THE EXECUTIVE AND THE COMPANY UNDERSTAND THAT, return receipt requested. Any award the arbitration panel makes will be finalABSENT THIS AGREEMENT, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal lawTHEY WOULD HAVE THE RIGHT TO ▇▇▇ EACH OTHER IN COURT AND THE RIGHT TO A JURY TRIAL, including the Federal Arbitration Act. Any costsBUT, feesBY THIS AGREEMENT, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinTHEY GIVE UP THOSE RIGHTS AND AGREE TO RESOLVE ANY AND ALL GRIEVANCES BY ARBITRATION.

Arbitration. The You and the Company agree to submit to mandatory binding arbitration, in Santa ▇▇▇▇▇ County, California, before a single neutral arbitrator, any and all claims arising out of or related to this Agreement and your employment with the Company and the termination thereof, except that each party may, at its or his option, seek injunctive relief in court related to the improper use, disclosure or misappropriation of a party’s proprietary, confidential or trade secret information. YOU AND THE COMPANY HEREBY WAIVE ANY RIGHTS TO TRIAL BY JURY IN REGARD TO SUCH CLAIMS. This agreement to arbitrate does not restrict your right to file administrative claims you may bring before any government agency where, as a matter of law, the parties understand may not restrict your ability to file such claims (including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission and the Department of Labor). However, you and the Company agree that, to the fullest extent permitted by law, all claims arising out arbitration shall be the exclusive remedy for the subject matter of this Agreement will such administrative claims. The arbitration shall be resolved conducted through final and binding arbitration pursuant the American Arbitration Association (the “AAA”), provided that, the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the terms hereoftrade secrets, confidential and proprietary information or other intellectual property of the Company upon you or any third party. In this regard, The arbitrator shall issue a written decision that contains the parties acknowledge essential findings and agree that: (i) such arbitration will be final and binding conclusions on which the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery decision is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limitedbased. Such The arbitration will be conducted in New York according to accordance with the securities AAA employment arbitration rules then in effect effect. The AAA rules may be found and reviewed at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. If you are unable to access these rules, please let me know and I will provide you with a hardcopy. The parties acknowledge that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the American Arbitration Association. Both parties understand that against the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement any matter whatsoever arising out of or in any way connected with this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, to To the extent permitted allowed by law, all claims any controversy between us arising out of your business or this Agreement will shall be resolved through final and binding submitted to arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of before the American Arbitration AssociationAssociation and in accordance with its rules. Both parties understand that Arbitration must be commenced by service upon the other party may initiate of a written demand for arbitration by serving or mailing a written notice of intention to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreementarbitrate. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action and who is a member of a putative class and who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The (ii) the class is decertified; or · The person (iii) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.. The decision and award of a majority of any arbitration panel shall be binding and final, and each party to this Agreement hereby agrees that such party will accept such decision and award as binding and conclusive and will abide thereby, and such award may be filed with the clerk of the court in the county where the principal office of AEWM is located, or in any other court having proper jurisdiction, as a basis of judgment, and an execution may be issued for its collection; without in any way limiting the foregoing, a judgment upon any award rendered hereunder may be entered in the highest court of the forum, state or federal, having jurisdiction in the premises. The decision and award of the arbitration panel shall include an order that the non- prevailing party pay all fees, costs, and expenses, including reasonable attorney’s fees, incurred by the prevailing party in relation to the arbitration. Venue in any matter arbitrated pursuant to this provision shall be exclusively in Topeka, Kansas. Each party to this Agreement acknowledges:

Arbitration. The parties understand This Agreement contains a pre-dispute arbitration clause. By signing and agree that, agreeing to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regardagreement, the parties acknowledge and hereby agree that: (ias follows: a) such arbitration will be final and binding on All parties to this agreement are giving up the parties; (ii) the parties are hereby waiving their rights right to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. b) Arbitration awards are generally final and binding; (iiia party’s ability to have a court reverse or modify an arbitration award is very limited. c) pre-arbitration The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection court proceedings. d) The arbitrators do not have to explain the reason(s) for their award. e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities industry. f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement. All controversies that may arise between us (including, but not limited to controversies concerning any account(s), order or transaction, or the continuation, performance, interpretation or breach of this or any other agreement between us, whether entered into or arising before, on or after the date this account is opened) shall be determined by arbitration in accordance with the rules then in effect prevailing of the American Arbitration AssociationFinancial Industry Regulatory Authority (FINRA). Both parties understand Client(s) understand(s) that the other party may initiate judgment upon any arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having of competent jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative punitive or certified class action to arbitration, nor seek to enforce any prePre-dispute arbitration agreement Dispute Arbitration Agreement against any person who has initiated in court a putative punitive class action action; or who is a member of a putative punitive class action who has not opted out of the class with respect to any claims encompassed by the punitive class action until: · The (i) the class certification is denied; · The or (ii) the class is decertified; or · The person (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration pre‐arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York Nebraska according to the securities arbitration rules then in effect of the American Arbitration Association. Both Such arbitration will be conducted by a single arbitrator, if the parties understand can agree upon one, otherwise by three arbitrators, one to be appointed by each of GFS and the Fund Family, and the third to be chosen by the first two named arbitrators. Each party understands that the other another party may initiate arbitration by serving or mailing a written notice to the other party parties hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys attorneys’ fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute pre‐dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that(a) Except as expressly provided in clauses (b) or (c) below, to the extent permitted by lawif any claim, all claims arising out of controversy or dispute arises in connection with this Agreement will be resolved through and Executive’s employment by the Company, the Company and the Executive agree to final and binding arbitration administered by JAMS or any successor organization or body thereto pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness, with the terms exception that the Executive and the Company agree that no depositions will be taken, except if ordered by the arbitrator due to extraordinary circumstances. The arbitration hearing will take place at the JAMS hearing site located nearest to the Company’s office at which the Executive is providing services or was providing services as of the date his employment or other relationship terminated. Any such arbitration shall be before one arbitrator, who shall be a former judge, selected in accordance with the rules described above. This agreement to arbitrate disputes includes, but is not limited to, any claims of discrimination and/or harassment under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, claims for breach of contract or the implied covenant of good faith and fair dealing, tortious conduct (whether intentional or negligent), including claims of misappropriation, fraud, conversion, interference with economic advantage or contract, breach of fiduciary duty, misrepresentation, or any other federal, state or local law relating to discrimination in employment, any claims relating to wage and hour claims and any other statutory or common law claims. In the course of any arbitration, the employee and the Company agree: (1) to request that a written award be issued by the arbitrator(s); (2) that each side is entitled to receive any and all relief they would be entitled to receive in a court proceeding; and (3) that the Executive will not be required to pay any fees in the arbitration that are greater than the fees the Executive would be required to pay in a court proceeding. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. (b) The Executive and the Company knowingly and voluntarily agree to waive any rights that might otherwise exist to request a jury trial or other court proceeding, except that the Executive and the Company agree that each has the right to seek injunctive or other equitable relief from a court with respect to the enforcement of any obligations the Executive may have regarding any notice period the Company is entitled to, trade secrets, confidential information, non-solicitation of employees, consultants or independent contractors, non-solicitation of clients or customers, non-competition, inventions, work product or other intellectual property and non-disparagement (whether such obligations arise pursuant to this Agreement, any employee handbook, any confidentiality and/or restrictive covenant agreement, the common law or otherwise). (c) Any claims filed by the parties in arbitration must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding. In the event that the preceding sentence is ruled to be unenforceable, any such purported class, collective or representative proceeding must be heard in court and not in arbitration. (d) Each provision of this arbitration agreement is intended to be severable, and the invalidity or unenforceability of any portion or provision of this agreement shall not affect the validity, enforceability or legality of the remainder hereof. In the event any provision of this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery policy is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings determined by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration of competent jurisdiction or arbitrator(s) to be illegal, invalid or unenforceable as written, such provision shall be enforced interpreted so as to be legal, valid and interpreted exclusively in accordance with enforceable to the fullest extent possible under applicable Federal law. In the event any provision of this arbitration policy is determined by a court of competent jurisdiction or arbitrator(s) to be void, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing remaining provisions of this arbitration policy shall nevertheless be binding upon the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection parties with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from same effect as though the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinvoid provision thereof had been severed and deleted.

Arbitration. The parties understand Except for matters that are covered by Section 3.4, any claim, counterclaim, demand, cause of action, dispute, and agree thatcontroversy arising out of or relating to this Agreement (or any agreement delivered in connection with this Agreement) or in any way relating to the subject matter of this Agreement involving the Parties or their representatives (each a "Dispute"), even if such Disputes allegedly are extra-contractual in nature, sound in contract, tort or otherwise, or arise under state or federal law, shall be resolved by final and binding arbitration. Arbitration shall be conducted in accordance with the rules of arbitration of the Federal Arbitration Act and, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award an issue is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings addressed by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to federal law on arbitration, by the securities commercial arbitration rules then in effect of the American Arbitration Association. Both parties understand that The validity, construction and interpretation of this Agreement to arbitrate, and all other procedural aspects of the other party may initiate arbitration conducted pursuant hereto shall be decided by serving or mailing a written notice the arbitrators. In deciding the substance of the Parties' Dispute, the arbitrators shall refer to the other party hereto governing law. The arbitrators shall have no authority to award treble, consequential, exemplary, or punitive damages of any type under any circumstances whether or not such damages may be available under state or federal Law, or under the Federal Arbitration Act, or under the commercial arbitration rules of the American Arbitration Association, the Parties hereby waiving their right, if any, to recover any such damages or to appeal or object to the enforcement of any decision or award by certified mail, return receipt requestedthe arbitrators. Any Each Party agrees that any arbitration award the arbitration panel makes will be final, and judgment on against it may be enforced in any jurisdiction in which such Party holds or keeps assets and that judgment on any arbitration award may be entered in by any court having jurisdiction. This The arbitration provision proceeding shall be enforced conducted in Houston, Texas. Within thirty (30) days of the notice initiation of the arbitration procedure, each Party shall select one arbitrator. The two arbitrators shall select a third arbitrator. The third arbitrator shall be a Person who has over eight (8) years professional experience in power generation transactions and interpreted exclusively is not an Affiliate of and who has not previously been employed by either Party and does not have a direct or indirect interest in accordance either Party or in any Person having an ownership interest in either Party or the subject matter of the arbitration. While the third arbitrator shall be neutral, the two Party appointed arbitrators are not required to be neutral, and it shall not be grounds for removal of either of the two Party appointed arbitrators or for vacating the arbitrators' award that either of such arbitrators has past or present minimal relationships with applicable Federal lawthe Party that appointed such arbitrator. To the fullest extent permitted by Law, including any arbitration proceeding and the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the arbitrators award shall be fully assessed against and paid maintained in confidence by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinParties.

Arbitration. Any controversy, claim or dispute between the parties directly or indirectly concerning this Agreement, or the breach or subject matter hereof, shall be finally settled by arbitration held in Orange County, California. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement arbitration will be resolved through final held under the auspices of either the American Arbitration Association (“AAA”) or Judicial Arbitration & Mediation Services, Inc. (“J • A • M • S”), with the designation of the sponsoring organization to be made by the party who did not initiate the claim. The arbitration shall be in accordance with the AAA’s then-current employment arbitration procedures (if AAA is designated) or the then-current J • A • M • S employment arbitration rules (if J • A • M • S is designated). The arbitrator shall be either a retired judge, or an attorney licensed to practice law in the state in which the arbitration is convened (the “Arbitrator”). The Arbitrator shall have jurisdiction to hear and binding arbitration pursuant rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the terms hereofArbitrator deems necessary. In this regardThe Arbitrator shall have the authority to entertain a motion to dismiss, demurrer, and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the federal rules of civil procedure applicable in the location of the arbitration. The Arbitrator shall render a written award and opinion which reveals, however briefly, the parties acknowledge essential findings and agree that: (i) such conclusions on which the award is based. The arbitration will shall be final and binding on upon the parties; (ii) , except as otherwise provided for by the parties are hereby waiving their rights law applicable to seek remedies review of arbitration decisions/awards. Either party may bring an action in courtany court of competent jurisdiction to compel arbitration under this Agreement and/or to enforce an arbitration award. The Company will pay the Arbitrator’s fees and any other fees, costs or expenses unique to arbitration, including the right filing fee, the fees and costs of the Arbitrator, and rental of a room to hold the arbitration hearing. However, if Executive is the party initiating the claim, Executive shall be responsible for contributing an amount equal to the filing fee to initiate a jury trial; claim in the court of general jurisdiction in the state which Executive is (iiior was last) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings employed by the arbitrator will be strictly limitedCompany. Such arbitration will be conducted in New York according The Arbitrator may award reasonable legal fees and/or costs to the securities prevailing party in any dispute subject to arbitration rules then in effect of under this Agreement. Notwithstanding the American Arbitration Association. Both parties understand that the other foregoing either party may initiate arbitration by serving seek temporary or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered preliminary injunction relief in any court having jurisdiction. This arbitration provision shall of competent jurisdiction if such relief is unavailable or cannot be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereintimely obtained through Arbitration.

Arbitration. The parties understand and agree that, to i. To the extent permitted allowed by law, all claims any controversy between the parties arising out of this Agreement will shall be resolved through final and binding submitted to arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of before the American Arbitration AssociationAssociation and in accordance with its rules. Both parties understand that Arbitration must be commenced by service upon the other party may initiate of a written demand for arbitration by serving or mailing a written notice of intention to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreementarbitrate. ii. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action and who is a member of a putative class and who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The (ii) the class is decertified; or · The person (iii) Client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights right under this Agreement except to the extent stated herein. iii. The decision and award of a majority of any arbitration panel shall be binding and final. Client agrees that Client will accept such decision and award as binding and conclusive and will abide thereby, and such award may be filed with the clerk of the court in the county where the principal office of AEWM is located, or in any other court having proper jurisdiction, as a basis of judgment, and an execution may be issued for its collection; without in any way limiting the foregoing, a judgment upon any award rendered hereunder may be entered in the highest court of the forum, state or federal, having jurisdiction in the premises. The parties thereto in such proportion shall pay the costs of any arbitration held pursuant to this paragraph as the arbitrators, in their award, may direct. Venue in any matter arbitrated pursuant to this provision shall be exclusively in Topeka, Kansas or as mutually agreed between the Parties. iv. ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

Arbitration. The parties understand Any controversy, dispute or claim arising out of or in connection with this Agreement, the Executive’s employment, and/or the termination of the Executive’s employment (including, but not limited to, disputes and/or claims involving wrongful termination, breach of contract, breach of the implied covenant of good faith and agree thatfair dealing, discrimination or harassment claims within the jurisdiction of the Equal Employment Opportunity Commission, and/or wage and hour disputes brought under applicable state law and/or the Federal Fair Labor Standards Act) shall, to the fullest extent permitted by law, all be settled exclusively by confidential arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator appointed by the Company to take place in Denver, Colorado under the AAA’s Employment Arbitration Rules, as may be amended from time to time. The only disputes between the Parties not covered by this agreement to arbitrate shall be such disputes that are prohibited from being arbitrated pursuant to applicable law. Notwithstanding the foregoing, if either Party will suffer irreparable harm unless it takes immediate action, the Party shall be free to seek a temporary restraining order or preliminary injunction, following which the dispute shall be resolve in arbitration. The Company shall be responsible for payment of costs and arbitrator fees of such arbitration; provided, however, if the Executive initiates arbitration proceedings, the Executive shall pay costs equal to the amount of the filing fee that the Executive would have paid if the Executive had filed suit in court. Each Party shall pay its own attorney’s fees and expenses. The arbitrator shall issue a written decision setting forth the essential findings and conclusions upon which the arbitrator’s decision or award is based. The decision or award of the arbitrator shall be final and binding upon the Parties. The arbitration proceedings, any record of the same, and the award shall, except as otherwise required by applicable law, be considered Proprietary Information under the Restricted Covenants Agreement. Confidentiality of the arbitration is at the request of, and for the benefit of, both Parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Any relief or recovery based on any claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in courtExecutive’s employment or cessation of employment, including the right but not limited to, any claim of unlawful harassment or discrimination, shall be limited to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) that awarded by the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall and any decision and award hereunder can be enforced and interpreted exclusively in accordance with applicable Federal law, including under the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that(a) Except as expressly provided in clauses (b) or (c) below, to the extent permitted by lawif any claim, all claims arising out of controversy or dispute arises in connection with this Agreement will be resolved through and Executive’s employment by the Company, the Company and the Executive agree to final and binding arbitration administered by JAMS or any successor organization or body thereto pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness, with the terms exception that the Executive and the Company agree that no depositions will be taken, except if ordered by the arbitrator due to extraordinary circumstances. The arbitration hearing will take place at the JAMS hearing site located nearest to the Company’s office at which the Executive is providing services or was providing services as of the date his employment or other relationship terminated. Any such arbitration shall be before one arbitrator, who shall be a former judge, selected in accordance with the rules described above. This agreement to arbitrate disputes includes, but is not limited to, any claims of discrimination and/or harassment under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, claims for breach of contract or the implied covenant of good faith and fair dealing, tortious conduct (whether intentional or negligent), including claims of misappropriation, fraud, conversion, interference with economic advantage or contract, breach of fiduciary duty, misrepresentation, or any other federal, state or local law relating to discrimination in employment, any claims relating to wage and hour claims and any other statutory or common law claims. In the course of any arbitration, the employee and the (1) to request that a written award be issued by the arbitrator(s); (2) that each side is entitled to receive any and all relief they would be entitled to receive in a court proceeding; and (3) that the Executive will not be required to pay any fees in the arbitration that are greater than the fees the Executive would be required to pay in a court proceeding. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. (b) The Executive and the Company knowingly and voluntarily agree to waive any rights that might otherwise exist to request a jury trial or other court proceeding, except that the Executive and the Company agree that each has the right to seek injunctive or other equitable relief from a court with respect to the enforcement of any obligations the Executive may have regarding any notice period the Company is entitled to, trade secrets, confidential information, non-solicitation of employees, consultants or independent contractors, non-solicitation of clients or customers, non-competition, inventions, work product or other intellectual property and non-disparagement (whether such obligations arise pursuant to this Agreement, any employee handbook, any confidentiality and/or restrictive covenant agreement, the common law or otherwise). (c) Any claims filed by the parties in arbitration must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding. In the event that the preceding sentence is ruled to be unenforceable, any such purported class, collective or representative proceeding must be heard in court and not in arbitration. (d) Each provision of this arbitration agreement is intended to be severable, and the invalidity or unenforceability of any portion or provision of this agreement shall not affect the validity, enforceability or legality of the remainder hereof. In the event any provision of this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery policy is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings determined by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration of competent jurisdiction or arbitrator(s) to be illegal, invalid or unenforceable as written, such provision shall be enforced interpreted so as to be legal, valid and interpreted exclusively in accordance with enforceable to the fullest extent possible under applicable Federal law. In the event any provision of this arbitration policy is determined by a court of competent jurisdiction or arbitrator(s) to be void, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing remaining provisions of this arbitration policy shall nevertheless be binding upon the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection parties with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from same effect as though the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinvoid provision thereof had been severed and deleted.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims All disputes arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted or in connection with litigation; (iv) this Agreement, including without limitation, its existence, validity, interpretation, performance, breach or termination, and any provisions of the arbitrator's award is not required to include factual findings or legal reasoning; Dealer Manager Agreement incorporated into this Agreement, shall be submitted to, and (v) fully and finally resolved by, binding arbitration, conducted on a party's right to appeal or seek modification of rulings by confidential basis, under the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities then current commercial arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice , except to the extent a claim is required to be arbitrated as specified in FINRA rules in which case the FINRA rules of arbitration will apply, in accordance with the terms of this Agreement (including the governing law provisions of this section) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 –16). All arbitration proceedings, and all documents, pleadings and transcripts associated therewith, shall be kept strictly confidential by all parties, their counsel and other advisors, employees, experts and all others under their reasonable control. Unless the parties otherwise agree, each party hereto by certified mailshall appoint one arbitrator and the two party-appointed arbitrators shall appoint the third arbitrator, return receipt requested. Any award who shall also be the chair of the arbitration panel makes (the “Arbitrator). The parties will request that the Arbitrator issue written findings of fact and conclusions of law. The Arbitrator shall not be finalempowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment on it upon any arbitration award may be entered in any appropriate state or federal court within the County of New York, State of New York or any other court having competent jurisdiction. This All arbitration provision shall hearings will be enforced and interpreted exclusively held (i) for claims required to be arbitrated as specified in accordance with applicable Federal lawFINRA rules, including at the Federal Arbitration Act. Any costsNew York FINRA District Office, fees(ii) in all other cases, in New York, NY, or taxes involved (iii) in enforcing either case, at another mutually agreed upon site. In the award shall be fully assessed event that a third party brings an action or other proceeding against and paid by either party to this Agreement (a “Third Party Action”), then the party resisting enforcement of said award. The prevailing to this Agreement against which or whom such Third Party Action is brought or asserted, may in such Third Party Action, litigate any related claim which it may have against the other party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member including, without limitation, by way of a putative class claim, indemnity, cross-claim, counterclaim, interpleader or other third party action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement without being obligate to arbitrate shall not constitute a waiver of any rights under the same as otherwise provided in this Agreement Section XXI, except to the extent stated hereinotherwise required in the FINRA rules regarding arbitration. In any such case, the matter which is the subject of such Third Party Action (including any related claims, indemnity, cross-claim, counterclaim, interpleader or other third party action, which either party hereto may have against the other) shall not be subject to arbitration, but shall be resolved exclusively within such Third Party Action. Notwithstanding anything set forth herein to the contrary, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions in aid of arbitration, but such remedies will not be sought as a means to avoid or stay arbitration. In the event a court grants provisional remedies, the duration thereof shall last no longer than the Arbitrator (upon constitution of the arbitration panel) deems necessary to review such provisional remedies and render its own decision. Except as provided otherwise in Section 5 of the Dealer Manager Agreement, in any action or arbitration to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. Each party to this Agreement hereby waives a trial by jury in any legal action or proceeding relating to this Agreement.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims Any dispute arising out of this Agreement will Agreement, or its performance or breach, shall be resolved through final and by binding arbitration pursuant to in Los Angeles, California under the terms hereof. In this regard, Commercial Arbitration Rules (the parties acknowledge and agree that: (i“AAA Rules”) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration AssociationAssociation (the “AAA”). Both This arbitration provision is expressly made pursuant to and shall be governed by the Federal Arbitration Act, 9 U. S. C. Sections 1-14 as well as the AAA Rules. The Parties agree that pursuant to Section 9 of the Federal Arbitration Act, a judgment of a United States District Court of competent jurisdiction shall be entered upon the award made pursuant to the arbitration. A single arbitrator, who shall have the authority to allocate the costs of any arbitration initiated under this paragraph, shall be selected according to the AAA Rules within ten (10) days of the submission to the AAA of the response to the statement of claim or the date on which any such response is due, whichever is earlier. The arbitrator shall be required to furnish to the parties understand to the arbitration a preliminary statement of the arbitrator’s decision that includes the legal rationale for the arbitrator’s conclusion and the calculations pertinent to any damage award being made by the arbitrator. The arbitrator shall then furnish each of the parties to the arbitration the opportunity to comment upon and/or contest the arbitrator’s preliminary statement of decision either, in the discretion of the arbitrator, through briefs or at a hearing. The arbitrator shall render a final decision following any such briefing or hearing. The arbitrator shall conduct the arbitration in accordance with the Federal Rules of Evidence and the AAA Rules. The arbitrator shall decide the amount and extent of the pre-hearing discovery which is appropriate. The arbitrator shall have the power to enter any award of monetary and/or injunctive relief (including the power to issue permanent injunctive relief and also the power to reconsider any prior request for immediate injunctive relief by any Party and any order as to immediate injunctive relief previously granted or denied by a court in response to a request therefor by any Party), including the power to render an award as provided in Rule 43 of the AAA Rules. The arbitrator shall have the power to award the prevailing party its costs and reasonable attorney’s fees; provided, however, that the other arbitrator shall not award attorneys’ fees to a prevailing party may initiate arbitration by serving or mailing if the prevailing party received a written notice settlement offer unless the arbitrator’s award to the other prevailing party hereto by certified mailis greater than such settlement offer without taking into account attorneys’ fees in the case of the settlement offer or the arbitrator’s award. In addition to the above courts, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it award may be entered enforced in any court having jurisdiction. This arbitration provision shall be enforced jurisdiction over the Parties and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing subject matter of the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of This Agreement contains a pre-dispute arbitration clause. Under this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regardclause, the parties acknowledge and agree thatas follows: (i) such arbitration will be final and binding on · All parties to this agreement are giving up the parties; (ii) the parties are hereby waiving their rights right to seek remedies s▇▇ each other in court, including the right to a jury trialtrial by jury, arbitration forum in which a claim is filed. · Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. · The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings. · The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision by all parties has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. · The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. · The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. · The rules of the arbitration forum in which the claim is filed, and different from discovery conducted any amendments thereto, shall be incorporated into this agreement. The parties agree that any dispute, claim or controversy, including but not limited to, errors and omissions arising out of, or relating to, this Agreement or any alleged breach, termination, enforcement, interpretation or validity of this Agreement (including the determination of the scope or applicability of this agreement to arbitrate) shall be determined by arbitration in connection DuPage County, Illinois, before a panel consisting of three individuals, with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; at least one individual having knowledge of securities and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limitedinvestment matters. Such arbitration will be conducted in New York according administered by JAMS, The Resolution Experts (“JAMS”) pursuant to the securities arbitration rules then in effect its Comprehensive Arbitration Rules & Procedures or, if applicable, it’s Streamlined Arbitration Rules & Procedures. The award of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will shall be finalfinal and binding, and judgment on it upon the award granted may be entered in any court having of competent jurisdiction. This arbitration provision Damages that are inconsistent with any applicable agreement between the parties, that are punitive in nature, or that are not measured by the prevailing party’s actual damages, shall be enforced and interpreted exclusively unavailable in accordance with applicable Federal lawarbitration or any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the Federal Arbitration Actfees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail. Any costsThe parties shall maintain the confidential nature of the arbitration proceeding and the award, feesincluding the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or taxes involved except as may be necessary in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled connection with a court application for a preliminary remedy, a judicial challenge to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitrationits enforcement, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class unless otherwise required by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinlaw or judicial decision.

Arbitration. The parties understand and agree that, 10.7.1 Any Delivery dispute arising under the Interparty Agreement or any Distributor Assignment shall be resolved according to the extent permitted by lawterms of such agreement. 10.7.2 Except for any Delivery dispute arising under the Interparty Agreement or any Distributor Assignment, all claims any controversy, dispute, or claim arising out of, in connection with, or relating to the interpretation, performance, or breach of this Agreement will shall be resolved through final resolved, at the request of either party, by a prompt, confidential and binding arbitration pursuant conducted under the auspices of the Independent Film & Television Alliance in effect as of the date the request for arbitration is filed and its rules (the “Rules”). The parties shall mutually select one (1) arbitrator (“IFTA Arbitrator”) with experience and expertise in the entertainment industry. If the parties cannot agree upon an IFTA Arbitrator after a reasonable period, one shall be appointed according to the terms hereofRules. The IFTA Arbitrator shall have the power to grant equitable relief in the appropriate circumstances. The arbitration shall be held in either a ▇▇▇▇▇▇▇ Hills or Los Angeles, California location. In this regardany arbitration conducted hereunder, the parties acknowledge shall be entitled to conduct appropriate discovery concerning the subject matter of the arbitration and agree that: (i) such arbitration will the IFTA Arbitrator shall have the authority to enter appropriate discovery orders and to impose appropriate sanctions against any party not complying with a discovery order. The decision of an IFTA Arbitrator acting under this Agreement shall be final and binding on the all parties; (ii) the parties are hereby waiving their rights . 10.7.3 The right of Beneficiary to seek remedies in courtmake any legal demand or claim or bring any action, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted suit or proceeding against Completion Guarantor arising from, based on or in connection with litigation; this Agreement or the other Completion Documents shall be forever waived and barred unless not later than two (iv2) years from the arbitrator's award is not required to include factual findings date of this Agreement (a) Completion Guarantor receives notice of such legal demand or legal reasoning; claim, and (vb) a party's right to appeal or seek modification of rulings by Beneficiary commences an Arbitration against Completion Guarantor under the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinterms hereof.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on All parties to this Confirmation are giving up the parties; (ii) the parties are hereby waiving their rights right to seek remedies sue each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. (ii) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. (iii) pre-arbitration The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; court proceedings. (iv) The arbitrators do not have to explain the arbitrator's award is not required to include factual findings or legal reasoning; and reason(s) for their award. (v) The panel of arbitrators will typically include a party's right to appeal minority of arbitrators who were or seek modification are affiliated with the securities industry, unless Counterparty is a member of rulings by the arbitrator will organization sponsoring the arbitration facility, in which case all arbitrators may be strictly limitedaffiliated with the securities industry. (vi) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. Such In some cases, a claim that is ineligible for arbitration will may be conducted brought in New York according court. (vii) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Confirmation. (viii) Counterparty agrees that any and all controversies that may arise between Counterparty and Dealer, including, but not limited to, those arising out of or relating to the securities Agreement or the Transaction hereunder, shall be determined by arbitration conducted before FINRA Dispute Resolution (“FINRA-DR”), or, if the FINRA-DR declines to hear the matter, before the American Arbitration Association, in accordance with their arbitration rules then in effect force. The award of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will arbitrator shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. . (ix) No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The (ii) the class is decertified; or · The person (iii) Counterparty is excluded from the class by the court. . (x) Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement Confirmation except to the extent stated herein.

Arbitration. The parties understand (a) Subject to Section ‎12(b), any dispute, controversy or claim between Employee and agree that, to any member of the extent permitted by law, all claims Company Group arising out of or relating to this Agreement or Employee’s employment or engagement with any member of the Company Group will be resolved through final and binding finally settled by arbitration pursuant to in Bethesda, Maryland, in accordance with the terms hereofthen-existing American Arbitration Association (“AAA”) Employment Arbitration Rules. In this regard, the parties acknowledge and agree that: (i) such The arbitration will award shall be final and binding on both parties. Any arbitration conducted under this Section 12 shall be private, and shall be heard by a single arbitrator (the parties; “Arbitrator”) selected in accordance with the then-applicable AAA Employment Arbitration Rules. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant and necessary to the dispute before him or her and proportionate to the claims and defenses at issue (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) the parties are grant injunctive relief and enforce specific performance. All disputes shall be arbitrated on an individual basis, and each party hereto hereby waiving their rights to seek remedies in court, including the foregoes and waives any right to arbitrate any dispute as a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted class action or collective action or on a consolidated basis or in connection with litigation; (iv) the arbitrator's award is not required a representative capacity on behalf of other persons or entities who are claimed to include factual findings be similarly situated, or legal reasoning; and (v) to participate as a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limitedclass member in such a proceeding. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect The decision of the American Arbitration AssociationArbitrator shall be reasoned, rendered in writing, and be final and binding upon the disputing parties. Both The parties understand agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) Notwithstanding Section ‎12(a), either party may initiate make a timely application for, and obtain, judicial emergency relief or temporary or preliminary injunctive relief to enforce any of the provisions of Sections 9 through 11; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary or preliminary injunctive relief) shall be subject to arbitration by serving under this Section 12. (c) By entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in this Section 12 shall prohibit a party to this Agreement from (i) instituting litigation to enforce this Section 12 or mailing a written notice to any arbitration award, or (ii) joining the other party hereto to this Agreement in a litigation initiated by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, a person or taxes involved in enforcing the award shall be fully assessed against and paid by the entity that is not a party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring Further, nothing in this Section 12 precludes Employee from filing a putative charge or certified class action to arbitrationcomplaint with a federal, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated state or other governmental administrative agency. (e) Notwithstanding anything in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except Section 12, to the extent stated hereinthat any dispute, controversy or claim between Employee and the Company arises out of or relates to the LTIP or any awards granted thereunder, such dispute, controversy or claim shall be governed by the terms and conditions set forth in the LTIP and the applicable award agreement(s) evidencing any such awards, each as in effect from time to time.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's ’s award is not required to include factual findings or legal reasoning; and (v) a party's ’s right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · • The class certification is denied; · • The class is decertified; or · • The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The Client agrees to direct any complaints regarding the handling of the Account to Advisor and the LPL Legal Department in writing. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties understand and agree that, as follows: • All parties to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant are giving up the right to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; (ivcourt proceedings. • The arbitrators do not have to explain the reason(s) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) for their award, unless, in an eligible case, a party's right to appeal or seek modification of rulings joint request for an explained decision has been submitted by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. In consideration of opening one or more accounts for Client, Client agrees that any controversy between Client and LPL and/or Advisor arising out of or relating to the Account, transactions with or for Client, or the construction, performance, or breach of this Agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requestedFinancial Industry Regulatory Authority. Any arbitration award the arbitration panel makes will hereunder shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall Client understands that it cannot be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement required to arbitrate shall not constitute a waiver of any rights dispute or controversy nonarbitrable under this Agreement except federal law. Client agrees to pay the extent stated herein.following fees for the Account (collectively, the “Account Fee”):

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims (a) All disputes arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted or in connection with litigation; (iv) this Agreement shall be finally settled under the arbitrator's Rules of Arbitration of the International Chamber of Commerce. Judgment on the award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings rendered by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it arbitrators may be entered in any court having jurisdiction. This arbitration provision jurisdiction thereof. (b) The number of arbitrators shall be enforced three, one appointed by the plaintiff party or parties, one by the respondent party or parties and interpreted exclusively a chairman appointed jointly by the first two arbitrators. In the event that, in accordance with applicable Federal lawmultiple party proceedings, including the Federal Arbitration Act. Any costsplaintiff parties or the respondent parties are not able to reach consensus on the appointment of their arbitrator, fees, or taxes involved in enforcing the award such (any only such) arbitrator shall be fully assessed against and paid appointed by the International Chamber of Commerce (Article 10, paragraph 2, ICC Rules, Edition 1998). (c) Any party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred the dispute submitted to arbitration in connection with this Agreement may assert a cross-claim against any other party to the enforcement dispute based on any breach of this Agreement, the Incorporacao Agreement, the LST Lock-Up Agreement or the EPS Lock-up Agreement. No person Any party to the dispute shall bring have access to all documents filed by any other party. (d) Any party to the dispute submitted to arbitration may request that any party to the Incorporacao Agreement, the LST Lock-Up Agreement or the EPS Lock-up Agreement which was not initially named as a putative party to the proceedings be joined as a party to the proceedings, provided that the basis asserted for such joinder is substantially related to the subject matter of the dispute in arbitration. Any party to the abovementioned agreements which is not involved in the proceeding may request to join the existing proceeding, provided that the basis asserted for such intervention is substantially related to the subject matter of the dispute in arbitration. The parties to those abovementioned agreements have agreed to these procedures. Any joined or certified class action to arbitration, nor seek to enforce intervening party shall be bound by any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class award rendered by the courtarbitral tribunal even if it chooses not to participate in the arbitral proceedings. (e) The Parties agree that the ICC Court of Arbitration shall fix separate advances on costs in respect of each claim, counterclaim or cross-claim. (f) The Parties agree that if a dispute raises issues which are the same as or substantially connected with issues raised in a related dispute arising in connection with this Agreement, the Incorporacao Agreement, the LST Lock-Up Agreement or the EPS Lock-up Agreement, such dispute and such related dispute shall be finally settled by the first appointed arbitral tribunal, provided a joinder of proceedings is requested by at least one party to any of the disputes. (g) The place of arbitration shall be Paris, France. Such forbearance The language of the arbitration shall be English. (h) The arbitrators will have no authority to enforce an agreement to arbitrate shall award punitive damages or any other damages not constitute a waiver of measured by the prevailing Party's actual damages, and may not, in any rights under this Agreement except event, make any ruling, finding or award that does not conform to the extent stated hereinterms and conditions of this Agreement. (i) Any Party may make an application to the arbitrators seeking injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. Any Party may apply to any court having jurisdiction hereof to seek injunctive relief in order to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims All disputes arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted or in connection with litigation; (iv) this Agreement, including, without limitation, its existence, validity, interpretation, performance, breach or termination, and any provisions of the arbitrator's award is not required to include factual findings or legal reasoning; Dealer Manager Agreement incorporated into this Agreement, shall be submitted to, and (v) fully and finally resolved by, binding arbitration, conducted on a party's right to appeal or seek modification of rulings by confidential basis, under the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities then current commercial arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice , except to the extent a claim is required to be arbitrated as specified in FINRA rules in which case the FINRA rules of arbitration will apply, in accordance with the terms of this Agreement (including the governing law provisions of this section) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 -16). All arbitration proceedings, and all documents, pleadings and transcripts associated therewith, shall be kept strictly confidential by all parties, their counsel and other advisors, employees, experts and all others under their reasonable control. Unless the parties otherwise agree, each party hereto by certified mailshall appoint one arbitrator and the two party-appointed arbitrators shall appoint the third arbitrator, return receipt requested. Any award who shall also be the chair of the arbitration panel makes (the “Arbitrator”). The parties will request that the Arbitrator issue written findings of fact and conclusions of law. The Arbitrator shall not be finalempowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment on it upon any arbitration award may be entered in any appropriate state or federal court within the County of New York, State of New York or any other court having competent jurisdiction. This All arbitration provision shall hearings will be enforced and interpreted exclusively held (i) for claims required to be arbitrated as specified in accordance with applicable Federal lawFINRA rules, including at the Federal Arbitration Act. Any costsNew York FINRA District Office, fees(ii) in all other cases, in New York, NY, or taxes involved (iii) in enforcing either case, at another mutually agreed upon site. In the award shall be fully assessed event that a third party brings an action or other proceeding against and paid by either party to this Agreement (a “Third-Party Action”), then the party resisting enforcement of said award. The prevailing to this Agreement against which or whom such Third-Party Action is brought or asserted, may in such Third-Party Action, litigate any related claim which it may have against the other party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member including, without limitation, by way of a putative class claim, indemnity, cross-claim, counterclaim, interpleader or other third-party action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement without being obligate to arbitrate shall not constitute a waiver of any rights under the same as otherwise provided in this Agreement Section 23, except to the extent stated hereinotherwise required in the FINRA rules regarding arbitration. In any such case, the matter which is the subject of such Third-Party Action (including any related claims, indemnity, cross-claim, counterclaim, interpleader or other third-party action, which either party hereto may have against the other) shall not be subject to arbitration but shall be resolved exclusively within such Third-Party Action. Notwithstanding anything set forth herein to the contrary, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including, but not limited to, temporary restraining orders and preliminary injunctions in aid of arbitration, but such remedies will not be sought as a means to avoid or stay arbitration. In the event a court grants provisional remedies, the duration thereof shall last no longer than the Arbitrator (upon constitution of the arbitration panel) deems necessary to review such provisional remedies and render its own decision. Except as provided otherwise in Section 6 of the Dealer Manager Agreement, in any action or arbitration to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. Each party to this Agreement hereby waives a trial by jury in any legal action or proceeding relating to this Agreement.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims All disputes arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted or in connection with litigation; (iv) this Agreement, including without limitation, its existence, validity, interpretation, performance, breach or termination, and any provisions of the arbitrator's award is not required to include factual findings or legal reasoning; Dealer Manager Agreement incorporated into this Agreement, shall be submitted to, and (v) fully and finally resolved by, binding arbitration, conducted on a party's right to appeal or seek modification of rulings by confidential basis, under the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities then current commercial arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice , except to the extent a claim is required to be arbitrated as specified in FINRA rules in which case the FINRA rules of arbitration will apply, in accordance with the terms of this Agreement (including the governing law provisions of this section) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1–16). All arbitration proceedings, and all documents, pleadings and transcripts associated therewith, shall be kept strictly confidential by all parties, their counsel and other advisors, employees, experts and all others under their reasonable control. Unless the parties otherwise agree, each party hereto by certified mailshall appoint one arbitrator and the two party-appointed arbitrators shall appoint the third arbitrator, return receipt requested. Any award who shall also be the chair of the arbitration panel makes (the “Arbitrator”). The parties will request that the Arbitrator issue written findings of fact and conclusions of law. The Arbitrator shall not be finalempowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment on it upon any arbitration award may be entered in any appropriate state or federal court within the County of New York, State of New York or any other court having competent jurisdiction. This All arbitration provision shall hearings will be enforced and interpreted exclusively held (i) for claims required to be arbitrated as specified in accordance with applicable Federal lawFINRA rules, including at the Federal Arbitration Act. Any costsNew York FINRA District Office, fees(ii) in all other cases, in New York, NY, or taxes involved (iii) in enforcing either case, at another mutually agreed upon site. In the award shall be fully assessed event that a third party brings an action or other proceeding against and paid by either party to this Agreement (a “Third Party Action”), then the party resisting enforcement of said award. The prevailing to this Agreement against which or whom such Third Party Action is brought or asserted, may in such Third Party Action, litigate any related claim which it may have against the other party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member including, without limitation, by way of a putative class claim, indemnity, cross-claim, counterclaim, interpleader or other third party action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement without being obligate to arbitrate shall not constitute a waiver of any rights under the same as otherwise provided in this Agreement Section XXI, except to the extent stated hereinotherwise required in the FINRA rules regarding arbitration. In any such case, the matter which is the subject of such Third Party Action (including any related claims, indemnity, cross-claim, counterclaim, interpleader or other third party action, which either party hereto may have against the other) shall not be subject to arbitration, but shall be resolved exclusively within such Third Party Action. Notwithstanding anything set forth herein to the contrary, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions in aid of arbitration, but such remedies will not be sought as a means to avoid or stay arbitration. In the event a court grants provisional remedies, the duration thereof shall last no longer than the Arbitrator (upon constitution of the arbitration panel) deems necessary to review such provisional remedies and render its own decision. Except as provided otherwise in Section 6 of the Dealer Manager Agreement, in any action or arbitration to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. Each party to this Agreement hereby waives a trial by jury in any legal action or proceeding relating to this Agreement.

Arbitration. The parties understand and agree that, (a) Notwithstanding the provisions of Section 11.13 to the extent permitted contrary, upon demand of any party hereto, whether made before or within three (3) months after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Agreement and other Credit Documents (“Disputes”) between or among parties to this Agreement shall be resolved by lawbinding arbitration as provided herein. Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder. Disputes may include, all without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, claims arising from Credit Documents executed in the future, or claims arising out of or connected with the transaction reflected by this Agreement will Agreement. Arbitration shall be resolved through final conducted under and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings governed by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to Commercial Arbitration Rules (the securities arbitration rules then in effect “Arbitration Rules”) of the American Arbitration AssociationAssociation (the “AAA”) and Title 9 of the U.S. Code. Both parties understand that All arbitration hearings shall be conducted in Houston, Texas. A hearing shall begin within 90 days of demand for arbitration and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then no more than a total extension of 60 days. The expedited procedures set forth in Rule 51 et seq. of the other party may initiate arbitration by serving or mailing a written notice Arbitration Rules shall be applicable to claims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties hereto do not waive applicable Federal or state substantive law except as provided herein. Notwithstanding the foregoing, this arbitration provision shall be enforced does not apply to disputes under or related to Hedging Agreements. (b) Notwithstanding the preceding binding arbitration provisions, the Administrative Agent, the Lenders, the Borrower and interpreted exclusively in accordance with applicable Federal lawthe other Credit Parties agree to preserve, including without diminution, certain remedies that the Federal Arbitration Act. Any costsAdministrative Agent on behalf of the Lenders may employ or exercise freely, fees, independently or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with an arbitration proceeding or after an arbitration action is brought. The Administrative Agent on behalf of the enforcement Lenders shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted under Credit Documents or under applicable law or by judicial foreclosure and sale, including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute. (c) The parties hereto agree that they shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute whether the Dispute is resolved by arbitration or judicially. (d) By execution and delivery of this Agreement. No person shall bring a putative or certified class action , each of the parties hereto accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction relating to arbitrationany arbitration proceedings conducted under the Arbitration Rules in Houston, nor seek Texas and irrevocably agrees to enforce be bound by any pre-dispute arbitration agreement against any person who has initiated final judgment rendered thereby in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under connection with this Agreement except to the extent stated hereinfrom which no appeal has been taken or is available.

Arbitration. The Client agrees to direct any complaints regarding the handling of the Account to IAR and the LPL Legal Department in writing. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties understand and agree that, as follows: • All parties to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant are giving up the right to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award Is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; (ivcourt proceedings. • The arbitrators do not have to explain the reason(s) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) for their award, unless, in an eligible case, a party's right to appeal or seek modification of rulings joint request for an explained decision has been submitted by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. In consideration of opening one or more accounts for you, you agree that any controversy between you and LPL and/or your IAR arising out of or relating to your account, transactions with or for you, or the construction, performance, or breach of this Agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requestedFinancial Industry Regulatory Authority. Any arbitration award the arbitration panel makes will hereunder shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall You understand that you cannot be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement required to arbitrate shall not constitute a waiver of any rights dispute or controversy nonarbitrable under this Agreement except federal law. Client agrees to pay the extent stated herein.following fees for the Account (collectively, the “Account Fee”):

Arbitration. 1. In the event either party elects to submit a grievance to arbitration, the arbitrator shall be selected according to and shall be governed by the following procedure: a. The parties understand arbitrator is to be mutually selected by the Committee and the Association. If the Committee and the Association cannot agree thatwithin ten (10) school days after written notice of intention to arbitrate has been received by either party, then the party demanding arbitration shall, within five (5) school days thereafter, upon written notice to the extent permitted other, request the American Arbitration Association to provide a panel of arbitrators, said arbitrator then to be selected under the provisions of the Voluntary Labor Arbitration Rules. b. Each party shall bear the expense of its representatives, participants, witnesses and for the preparation and representation of its own case. The fees and expenses (if any) of the Arbitrator and the American Arbitration Association shall be shared equally by lawthe parties, all claims arising out provided that the obligation of the Committee to pay shall be limited to the obligation which the Committee can legally undertake in that connection. In no event shall any present or future member of the Committee have any personal obligation for any payment under any provision of this Agreement will arbitration procedure. c. The arbitrator shall be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings bound by the arbitrator will be strictly limited. Such arbitration will be conducted procedure set forth in New York according to the securities arbitration rules then Voluntary Labor Arbitration Rules as now in effect of or hereafter established by the American Arbitration Association. Both He/she shall arrive at his/her decision solely upon the facts, evidence, and contentions as presented by the parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award through the arbitration panel makes will be finalproceedings. The Arbitrator shall have no power to add to, and judgment on it may be entered subtract from, or modify any of the terms of this agreement in any court having jurisdiction. This arbitration provision reaching his/her decision shall be enforced and interpreted exclusively interpret this agreement in accordance with applicable Federal lawthe commonly accepted meaning of the words used herein and the principle that there are no restrictions intended upon the rights and authority of the Committee other than those expressly set forth herein. Subject to the foregoing, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing decision of the award arbitrator shall be fully assessed against final and paid by binding upon the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except parties. d. Notwithstanding anything to the extent stated hereincontrary, no dispute or controversy shall be the subject for arbitration unless it involves a grievance as specifically defined in this contract.

Arbitration. The parties understand Parties shall negotiate in good faith and agree thatuse reasonable efforts to settle any Dispute in accordance with Section 11. 1. If the Parties do not fully settle a Dispute, and a Party wishes to pursue the extent permitted matter, each such Dispute that is not an “Excluded Claim” shall be finally resolved by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to in accordance with the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, *** and judgment on it the arbitration award may be entered in any court having jurisdiction. This jurisdiction thereof. (a) The arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal lawconducted by ***. Within *** after initiation of arbitration, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award each Party shall select *** The place of arbitration shall be fully assessed against ***, and paid by all proceedings and communications shall be in English. (b) Either Party may apply to the party resisting enforcement arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of said that Party pending the arbitration award. The prevailing party scope of the authority of the arbitrators shall also be entitled limited to the strict application of law. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. Each Party participating in an arbitration pursuant to the terms of this Agreement shall, subject to the award of the arbitrators, pay an equal share of the arbitrator’s fees. The arbitrators shall have the power to award recovery of all costs (including reasonable attorneys attorney’s fees, administrative fees, arbitrator’s fees and costs incurred in connection with court costs) to the enforcement prevailing party. (c) Neither Party shall be required to give general discovery of this Agreement. No person shall bring a putative documents, but may be required to produce documents or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; testimony which are relevant or · The person is excluded from the class considered relevant by the courtarbitrators to the dispute. Such forbearance It is the objective and intent of the Parties that any arbitration proceeding be conducted in such a manner that a decision will be rendered by the arbitrators ***, and the Parties and the panel selected in the manner provided above will adopt rules and procedures intended to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except implement such objective and intent. (d) Except to the extent stated hereinnecessary to confirm or vacate an award or as may be required by law (including applicable securities laws or the rules of any stock exchange on which a Party’s securities may then be listed), neither a Party nor an arbitrator may disclose the existence, content, or results of arbitration without the prior written consent of both Parties. In no event shall arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable *** statute of limitations. (e) The Parties agree that any payments made pursuant to this Agreement pending resolution of the dispute shall be refunded or credited if an arbitrator or court determines that such payments are not due.

Arbitration. The parties understand and agree that, (a) Notwithstanding the provisions of Section 9.14 to the extent permitted contrary, upon demand of any party hereto, whether made before or within three months after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Agreement and other Credit Documents (“Disputes”) between or among parties to this Agreement shall be resolved by lawbinding arbitration as provided herein. Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder. Disputes may include, all without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, claims arising from Credit Documents executed in the future, or claims arising out of or connected with the transaction reflected by this Agreement will Agreement. Arbitration shall be resolved through final conducted under and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings governed by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to Commercial Arbitration Rules (the securities arbitration rules then in effect “Arbitration Rules”) of the American Arbitration AssociationAssociation (the “AAA”) and Title 9 of the U.S. Code. Both parties understand that All arbitration hearings shall be conducted in Charlotte, North Carolina. A hearing shall begin within 90 days of demand for arbitration and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then no more than a total extension of 60 days. The expedited procedures set forth in Rule 51 et seq. of the other party may initiate arbitration by serving or mailing a written notice Arbitration Rules shall be applicable to claims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties hereto do not waive applicable Federal or state substantive law except as provided herein. Notwithstanding the foregoing, this arbitration provision shall be enforced does not apply to disputes under or related to Hedging Agreements. (b) Notwithstanding the preceding binding arbitration provisions, the Administrative Agent, the Lenders, the Borrower and interpreted exclusively in accordance with applicable Federal lawthe other Credit Parties agree to preserve, including without diminution, certain remedies that the Federal Arbitration Act. Any costsAdministrative Agent on behalf of the Lenders may employ or exercise freely, fees, independently or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with an arbitration proceeding or after an arbitration action is brought. The Administrative Agent on behalf of the enforcement Lenders shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted under Credit Documents or under applicable law or by judicial foreclosure and sale, including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute. (c) The parties hereto agree that they shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute whether the Dispute is resolved by arbitration or judicially. (d) By execution and delivery of this Agreement. No person shall bring a putative or certified class action , each of the parties hereto accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction relating to arbitrationany arbitration proceedings conducted under the Arbitration Rules in Charlotte, nor seek North Carolina and irrevocably agrees to enforce be bound by any pre-dispute arbitration agreement against any person who has initiated final judgment rendered thereby in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under connection with this Agreement except to the extent stated hereinfrom which no appeal has been taken or is available.

Arbitration. The parties understand and Parties agree that, to the extent permitted by law, all claims arising that should any controversy or claim arise out of or relating to this Agreement they will first seek to resolve the matter informally for a reasonable period of time not to exceed forty-five (45) days. If the dispute remains, it shall be resolved through final subject to mediation with a mediator agreed to by both parties and binding arbitration pursuant to paid for by both parties, absent an agreement otherwise. If after mediation there is no resolution of the terms hereof. In this regarddispute, the parties acknowledge and agree that: (i) such to resolve the dispute by binding arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings administered by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be finalAssociation (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on it an arbitrator’s award may be entered in any court having jurisdictionjurisdiction thereof. a. The Parties shall select one arbitrator pursuant to the AAA’s Commercial Arbitration Rules. b. The arbitrator shall present a written, well-reasoned decision that includes the arbitrator’s findings of fact and conclusions of law. This arbitration provision The decision of the arbitrator shall be enforced binding and interpreted exclusively in accordance with applicable Federal lawconclusive on the Parties. c. The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The arbitrator shall have no authority to award equitable relief. Any arbitration award initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to either Party other than the direction to pay a monetary amount. As determined by the arbitrator, the arbitrator shall award the prevailing Party, if any, all of its costs and fees. The term “costs and fees” includes all reasonable pre-award arbitration expenses, including the Federal Arbitration Act. Any arbitrator fees, administrative fees, witness fees, attorney’s fees and costs, feescourt costs, or taxes involved in enforcing the award shall be fully assessed against travel expenses, and paid by the party resisting enforcement of said awardout-of- pocket expenses such as photocopy and telephone expenses. The prevailing party shall also be entitled decision of the arbitrator is not reviewable, except to an award of reasonable attorneys fees determine whether the arbitrator complied with sections (b) and costs incurred in connection with the enforcement (c) of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinparagraph.

Arbitration. The parties understand No dispute between one or more Heat Related Parties and agree thatExecutive shall be the subject of a lawsuit filed in state or federal court. Instead, any such dispute shall be submitted to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant before the American Arbitration Association (“AAA”) or, if Heat and Executive agree in a separate writing, another individual or organization or an individual or organization that a court appoints. Notwithstanding the above, either Heat or Executive may file with an appropriate state or federal court a claim for injunctive relief in any case where the filing party seeks provisional injunctive relief or where permanent injunctive relief is not available in arbitration. The filing of a claim for injunctive relief in state or federal court shall not allow either party to the terms hereofraise any other claim outside of arbitration. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties It is understood that both sides are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-. a. The arbitration discovery is generally more limited than shall be initiated in Durham County, North Carolina and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) shall be administered by AAA under its employment arbitration rules before a party's right to appeal or seek modification of rulings single arbitrator that shall be mutually agreed upon by the parties hereto. If the parties cannot agree on a single arbitrator, then an arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively selected in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement rules of said awardAAA. The prevailing arbitration must be filed within one year of the act or omission which gives rise to the claim. Each party shall also be entitled to take one deposition, and to take any other discovery as is permitted by the Arbitrator. In determining the extent of discovery, the Arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication. b. The Arbitrator shall render an award that conforms to the facts, as supported by competent evidence (except that the Arbitrator may accept written declarations under penalty of reasonable attorneys fees perjury, in addition to live testimony), and costs incurred the law as it would be applied by a court sitting in connection with the enforcement State of this AgreementNorth Carolina. No person The cost of arbitration shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class be advanced equally by the courtparties. Such forbearance Any party may apply to enforce an agreement to arbitrate shall not constitute a waiver court of any rights under this Agreement except to competent jurisdiction for entry of judgment on the extent stated hereinarbitration award.

Arbitration. The parties understand and agree thatThis Agreement contains a provision, to the extent permitted by law, which requires that all claims arising out of this Agreement will transactions or activities affecting Client's Account be resolved through final arbitration. Client acknowledges, understands, and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree agrees that: : (i) such arbitration will be Arbitration is final and binding on the parties; . (ii) the The parties are hereby waiving their rights right to seek remedies in court, including the right to a jury trial; . (iii) prePre-arbitration discovery is generally more limited than and potentially different in form and scope from discovery conducted in connection with litigation; court proceedings. (iv) the arbitrator's award The Arbitration Award is not required to include factual findings or legal reasoning; reasoning and (v) a any party's right to appeal or to seek modification of rulings a ruling by the arbitrator arbitrators is strictly limited. (v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. To the extent permitted by law, all controversies which may arise between the Client, Royal Alliance or Advisory Representative or any of their affiliated companies concerning any transaction arising out of or relating to any account maintained by the Client, or the construction, performance, or breach of this or any other agreement between us whether entered into prior to, on or subsequent to the date hereto, will be strictly limited. Such submitted to arbitration conducted under the Code of Arbitration Procedure of the Financial Industry Regulatory Authority ("FINRA") or, if FINRA will be conducted in New York according to not accept jurisdiction, the securities arbitration rules then in effect Rules of the American Arbitration Association. Both parties understand that Such arbitration shall be conducted in New York, New York or a venue not detrimental to the Client. Such forbearance to enforce an agreement or to arbitrate will not constitute a waiver of any rights under this agreement or which Client may have under federal or state securities laws (or ERISA, if applicable). Notwithstanding the language in the Arbitration Clause, the Client may be able to pursue a remedy by other party may initiate means. Arbitration must be commenced by service upon Royal Alliance or Advisory Representative, of a written demand for arbitration by serving or mailing a written notice of intention to arbitrate. Judgment upon any award rendered by the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes arbitrator(s) will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced Agreement supersedes any and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreementall preexisting agreements and/or understandings. No person shall will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who action; or is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The or (ii) the class is decertified; or · The person or (iii) the Client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall will not constitute a waiver of any rights under this Agreement agreement except to the extent stated herein.

Arbitration. The Client agrees to direct any complaints regarding the handling of the Account to Advisor, FutureAdvisor and the LPL Legal Department in writing. This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties understand and agree that, as follows: • All parties to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant are giving up the right to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; (ivcourt proceedings. • The arbitrators do not have to explain the reason(s) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) for their award, unless, in an eligible case, a party's right to appeal or seek modification of rulings joint request for an explained decision has been submitted by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. In consideration of opening one or more accounts for you, you agree that any controversy between you and LPL, Advisor and/or FutureAdvisor arising out of or relating to your Account, transactions with or for you, or the construction, performance, or breach of this Agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate Financial Industry Regulatory Authority, Inc. Any arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will hereunder shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall You understand that you cannot be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement required to arbitrate shall not constitute a waiver of any rights dispute or controversy non-arbitrable under this Agreement except federal law. Client agrees to pay the extent stated herein.following fees for the Account (collectively, the “Account Fee”):

Arbitration. The parties understand and agree that, This paragraph contains what is sometimes referred to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding as a predispute arbitration pursuant to the terms hereofclause. In this regard, Customer should be aware of the parties acknowledge and agree that: following: (ia) such arbitration will Arbitration shall be final and binding on the parties; . (iib) the The parties are hereby waiving their rights right to seek remedies in court, including the right to a jury trial; trial by jury. (iiic) prePre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; court proceedings. (ivd) the arbitrator's The arbitrators’ award is not required to include factual findings or legal reasoning; reasoning and (v) a any party's ’s right to appeal or to seek modification of rulings by the arbitrator will be arbitrators is strictly limited. (e) The panel of arbitrators will typically include some arbitrators who were or are affiliated with the financial industry. (f) No person shall bring a class action to arbitration. Such It is agreed that any controversy between Customer and Bank, their respective officers, directors, agents or employees arising out of this Agreement or Customer’s business with Bank, shall be resolved through binding arbitration will be in Arlington, Virginia, or any other location agreeable to both parties conducted in New York according to accordance with the securities arbitration appropriate rules then in effect of the American Arbitration Association. Both parties understand that Judgment upon the other party may initiate arbitration by serving or mailing a written notice to award of the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it arbitrators may be entered in by any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action By agreeing to arbitration, nor seek the Parties each hereby waive any right to enforce trial by jury in any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member proceeding arising out of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance relating to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except or any of the contemplated Services, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise, and agree that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to the extent stated hereinwaive trial by jury.

Arbitration. The parties understand (a) Any dispute, controversy or claim arising out of or relating to this Agreement or the subject matter hereof, or the breach, termination, or invalidity of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect on the Effective Date, except as otherwise provided by this Section 29. Arbitration shall be the sole and agree thatexclusive forum for resolution of the dispute, controversy or claim, and the arbitrator’s award shall be final and binding to the extent permitted by law. Judgment thereon may be entered by any court having jurisdiction. (b) There shall be one arbitrator appointed by the parties. If the parties fail to agree on a single arbitrator within 20 days after arbitration is initiated, all claims arising out there shall be a single arbitrator appointed by AAA. The arbitrator shall be disinterested in the dispute, controversy or claim and shall have no connection with any party and shall, in the judgment of this Agreement will AAA, be resolved through final qualified by education and binding experience to hear and determine the matter submitted to arbitration. Time is of the essence of the appointment of an arbitrator. (c) The arbitration pursuant to need not be administered, but should the terms hereofservices of an appointing or administering authority be necessary, the appointing or administering authority shall be the AAA. (d) The place of arbitration shall be Reno, Nevada, unless otherwise agreed by the parties. In this regardThe arbitration shall be conducted in the English language and any foreign language documents presented at such arbitration shall be accompanied by an English translation thereof. The arbitrator shall apply the law as made applicable by the Agreement. (e) For purposes of arbitration only, the parties acknowledge consent that the United States District Court for the District of Nevada and agree that: the courts of record of the County of Washoe and the State of Nevada shall have jurisdiction and venue with respect to all aspects of the enforcement of the arbitration provisions of this Agreement. (if) such Unless the procedure for discovery is otherwise agreed to by the parties, the arbitrator, at the request of a party, may establish rules for pre-hearing discovery which shall comport with due process, expeditious determination of the issues and fairness. Unless otherwise agreed by the parties, the depositions of no more than four witnesses on each side may be taken without the consent of the arbitrator(s). The Federal Rules of Civil Procedure and the Federal Rules of Evidence shall govern all aspects of the depositions, including admissibility. (g) The decision in the arbitration will shall be rendered, unless otherwise agreed by the parties, no later than 30 days after the date the hearings were closed. The decision of the arbitrator shall be in writing, shall be a reasoned decision that states the basis for the award, shall be signed by the arbitrator, and shall be final and binding on the parties; (ii) . If the parties are hereby waiving their rights to seek remedies settle the dispute in courtthe course of arbitration, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings such settlement shall be approved by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to on request of either party and become the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The arbitrator shall have authority to award any remedy or relief that a court of the State of Nevada could order or grant, including awarding attorneys’ fees to the prevailing party shall also be entitled in the arbitration proceeding. In making monetary awards, the arbitrator is empowered to an award only compensatory damages. Each party hereby irrevocably waives any damages in excess of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitrationcompensatory damages, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute including a waiver of any rights punitive or multiple damages. The arbitrator may, in his or her discretion, grant pre-award interest, and if so, such interest may be at commercial rates during the relevant periods. The arbitrator may, in the course of proceedings, order any provisional remedy or conservatory measure, including but not limited to attachment, specific performance, preliminary injunction or the deposit of specified security, considered to be necessary, just and equitable. The failure of a party to comply with such an interim order, after due notice and opportunity to cure such noncompliance, may be treated by the arbitrator as a default and all or some of the claims or defenses of the defaulting party may be stricken and partial or final award entered against such party, or the arbitrator may award such lesser sanctions deemed appropriate. A request for interim or provisional relief to a court shall not be deemed incompatible with the agreement to arbitrate or as a waiver of that agreement. (h) Prior to rendering a final award, the arbitrator shall submit to the parties an unsigned draft of the proposed award (exclusive of any award of costs and attorneys fees) and each party within three business days after receipt of such draft award, may serve on the other parties to the arbitration and file with the arbitrator: (i) a written statement outlining any claimed errors of fact, law computation or otherwise; and (ii) a certification by the party’s counsel of the costs and attorneys’ fees directly expended in the arbitration. Within three business days after receipt of the written statement of each party to the arbitration, the arbitrator shall render a final award. The award shall briefly state the reasoning on which it rests. (i) All deadlines specified in this Section 29 may be extended by mutual written agreement of the parties. (j) Each party is required to continue to perform its obligations under this Agreement except letter agreement pending final resolution of any dispute. (k) The procedures specified in this Section 29 will be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating to this letter agreement; provided, however, that, prior to the extent stated hereinappointment of the arbitrator, a party may seek a preliminary injunction or other preliminary judicial relief in the courts of the State of Nevada if in the judgment of that party such action is necessary to avoid irreparable damage or to preserve the status quo. Despite the initiation of any such judicial proceedings, the parties will continue to participate in good faith in the procedures specified in this Section 29. (l) Before accepting the position of arbitrator, the individual appointed shall set forth the basis for establishing his or her fees for the arbitration. Such basis shall be according to reasonable rates for hourly fees charged by such individual in the normal exercise of his or her profession. Except as otherwise awarded by the arbitrator, the parties shall each bear their own attorneys’ fees and costs and one-half of the administrative costs and arbitrator’s fees of any arbitration proceeding.

Arbitration. The parties understand Executive and the Company acknowledge and agree thatthat they are bound by the Company’s Fair Treatment Process that is attached hereto as Attachment D (the “FTP”). The procedures of the FTP are hereby expressly incorporated by reference into this Separation Agreement, and Executive and the Company agree that any disputes between the Parties, which are subject to binding arbitration, shall begin at Step 5 (Final and Binding Arbitration) of the extent permitted FTP; provided, however, that nothing in this Separation Agreement or the FTP shall require arbitration of any Claims which, by law, all claims arising out cannot be the subject of a compulsory arbitration agreement, and nothing in this Separation Agreement will or the FTP shall be resolved through final interpreted to mean that Executive is precluded from filing complaints with the federal Equal Employment Opportunity Commission or the National Labor Relations Board. Notwithstanding the foregoing and binding the FTP, both of the Parties shall have the right to (a) seek a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration, from a court of competent jurisdiction, subject to Section 16 below; or (b) interim injunctive or equitable relief from the arbitrator pursuant to the terms hereofAmerican Arbitration Association rules, in each case to prevent any violation of any agreement. In Any arbitration proceeding brought under this regard, the parties acknowledge and agree that: (i) such arbitration will Separation Agreement shall be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) Dallas, Texas. The arbitrator shall issue a decision or award in writing, stating the arbitrator's essential findings of fact and conclusions of law. A judgment upon the award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings rendered by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered entered, enforced or appealed in any court having jurisdictionjurisdiction thereof. This Any arbitration provision proceedings, decision, or award rendered hereunder, and the validity, effect, and interpretation of this arbitration provision, shall be enforced and interpreted exclusively in accordance with applicable Federal law, including governed by the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein9 U.S.C. § 1 et seq.

Arbitration. (a) The parties understand and hereto agree thatthat any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement (including, without limitation, any claim regarding or related to the extent permitted by lawinterpretation, all claims arising out scope, effect, enforcement, termination, extension, breach, legality, remedies and other aspects of this Agreement will be resolved through final or the conduct and binding arbitration pursuant to the terms hereof. In this regard, communications of the parties acknowledge regarding this Agreement and agree that: (ithe subject matter of this Agreement) such shall be settled by arbitration will be final and binding on in Camden or Portland, Maine, in accordance with the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect governing form of the American Arbitration Association, National Rules for the Resolution of Employment Disputes. Both parties understand that All awards of the other party may initiate arbitration by serving or mailing a written notice to arbitrator shall be binding and non-appealable. Judgment upon the other party hereto by certified mail, return receipt requested. Any award of the arbitration panel makes will be final, and judgment on it arbitrator may be entered in any court having jurisdiction. This The arbitrator shall apply Maine law to the merits of any dispute or claims, without reference to the rules of conflicts of law applicable therein. Suits to compel or enjoin arbitration provision or to determine the applicability or legality of arbitration shall be enforced and interpreted exclusively brought in accordance with applicable Federal lawthe United States District Court for the District of Maine or if that court lacks jurisdiction, including in a state court located within the Federal Arbitration Actgeographic boundaries thereof. Any costsNotwithstanding the foregoing, fees, or taxes involved in enforcing the award no party to this Agreement shall be fully assessed against and paid precluded from applying to a proper court for injunctive relief by reason of the prior or subsequent commencement of an arbitration proceeding as herein provided. No party resisting enforcement of said award. The prevailing party or arbitrator shall also be entitled disclose in whole or in part to an award of reasonable attorneys fees and costs incurred any other person, firm or entity any confidential information submitted in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitrationarbitration proceedings, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinreasonably necessary to assist counsel in the arbitration or preparation for arbitration of the dispute. Confidential Information may be disclosed to (i) attorneys, (ii) parties, and (iii) outside experts requested by either party’s counsel to furnish technical or expert services or to give testimony at the arbitration proceedings, subject, in the case of such experts, to execution of a legally binding written statement that such expert is fully familiar with the terms of this provision, agree to comply with the confidentiality terms of this provision, and will not use any confidential information disclosed to such expert for personal or business advantage. (b) The Executive has read and understands this paragraph 2.14. The Executive understands that by signing this Agreement, the Executive agrees to submit any claims arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach or termination thereof, or his employment or the termination thereof, to binding arbitration, and that this arbitration provision constitutes a waiver of the Executive’s right to a jury trial and relates to the resolution of all disputes relating to all aspects of the employer/employee relationship, including but not limited to the following: (i) Any and all claims for wrongful discharge of employment, breach of contract, both express and implied; breach of the covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; (ii) Any and all claims for violation of any federal, state or municipal statute, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security Act, as amended, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, and the Maine Human Rights Act; and (iii) Any and all claims arising out of any other federal, state or local laws or regulations relating to employment or employment discrimination.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims Any dispute arising out of or relating to this Agreement, including but not limited to a dispute relating to the breach, enforceability, interpretation, application, or scope of any aspect of this Agreement will be resolved through final and binding arbitration pursuant (including, without limitation, this paragraph (c)) or a dispute relating to the terms hereofamount of any payment obligation created by this Agreement or that constitutes an Overdue Amount hereunder shall be finally resolved by arbitration in accordance with the Center for Public Resources (“CPR”) Rules for Non-Administered Arbitration in effect on the date of this Agreement, by one (1) independent and impartial arbitrator (the “Arbitrator”) to be agreed upon by the disputants or, in the absence of such an agreement, appointed by the CPR; provided that ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., a former United States District Judge in the Eastern District of New York, is hereby agreed by the Parties (each on its own behalf and on behalf of its Affiliates) to be acceptable as the Arbitrator and shall, provided he so consents, so act. In this regardThe arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1–16, and any award rendered by the parties acknowledge and agree that: (i) such arbitration will Arbitrator shall be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it upon the award may be entered in by any court having jurisdictionjurisdiction thereof. This The place of arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal lawNew York, including the Federal Arbitration Act. Any costsNew York, fees, or taxes involved in enforcing the award shall be fully assessed against and paid unless otherwise agreed by the party resisting enforcement parties to the arbitration. In the event of said award. The a dispute about the existence or amount of a payment obligation created under this Agreement, the Arbitrator shall award the prevailing party shall also be entitled its reasonable attorneys’ fees unless the Arbitrator finds that the position of the opposing party was substantially justified. In addition, if the Arbitrator finds that a Party underpaid or declined to an award of reasonable attorneys fees and costs incurred in connection with pay a sum that it was obliged to pay under the enforcement terms of this Agreement. No person , the Arbitrator shall bring a putative or certified class action to arbitration, nor seek to enforce any award that other Party pre-dispute arbitration agreement against any person who has initiated Award interest at the U.S. prime rate as published in court a putative class action who is a member the Wall Street Journal on the date that the unpaid or underpaid payment was due (or, if the actual cost of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded replacement funds was greater than the prime rate, the prevailing party’s actual cost of replacement funds), running from the class by date that the court. Such forbearance unpaid amount was required to enforce an agreement to arbitrate shall not constitute a waiver of any rights be paid under this Agreement. The provisions of this paragraph (c) shall control any dispute between or among one or more Parties to this Agreement except arising out of or relating to the extent stated hereinthis Agreement.

Arbitration. The parties understand and agree that, to To the extent permitted allowed by law, all claims any controversy between us arising out of your business or this Agreement will shall be resolved through final and binding submitted to arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of before the American Arbitration AssociationAssociation and in accordance with its rules. Both parties understand that Arbitration must be commenced by service upon the other party may initiate of a written demand for arbitration by serving or mailing a written notice of intention to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreementarbitrate. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-pre- dispute arbitration agreement against any person who has initiated in court a putative class action and who is a member of a putative class and who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The (ii) the class is decertified; or · The person (iii) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.. The decision and award of a majority of any arbitration panel shall be binding and final, and each party to this Agreement hereby agrees that such party will accept such decision and award as binding and conclusive and will abide thereby, and such award may be filed with the clerk of the court in the county where the principal office of AEWM is located, or in any other court having proper jurisdiction, as a basis of judgment, and an execution may be issued for its collection; without in any way limiting the foregoing, a judgment upon any award rendered hereunder may be entered in the highest court of the forum, state or federal, having jurisdiction in the premises. The decision and award of the arbitration panel shall include an order that the non-prevailing party pay all fees, costs, and expenses, including reasonable attorney’s fees, incurred by the prevailing party in relation to the arbitration. Venue in any matter arbitrated pursuant to this provision shall be exclusively in Topeka, Kansas. Each party to this Agreement acknowledges:

Arbitration. The parties understand and agree that(a) Any dispute, to the extent permitted by lawcontroversy, all claims or claim arising out of or relating to this Agreement will Agreement, or the breach, termination or invalidity hereof, including claims for tortious interference or other tortious or statutory claims arising before, during or after termination, providing only that such claim touches upon matters covered by this contract, shall be resolved through final and binding finally settled by arbitration administered by the American Arbitration Association ("AAA") pursuant to the terms hereofCommercial Arbitration Rules as presently in force, except as modified by the specific provisions of this Agreement. In The parties expressly agree that nothing in this regard, Agreement shall prevent the parties acknowledge from applying to a court that would otherwise have jurisdiction over the parties for provisional or interim measures, including injunctive relief. After the arbitration panel is empaneled, it shall have sole jurisdiction to hear such applications, except that the parties agree that any measures ordered by the arbitrators may be immediately and specifically enforced by a court otherwise having jurisdiction over the parties. The parties agree that: (i) such arbitration will be final and binding that judgment on the parties; arbitration award may be entered by any court having jurisdiction thereof. (iib) The parties agree that the federal and state courts located in Houston, Texas shall have exclusive jurisdiction over an action brought to enforce the rights and obligations created in or arising from this agreement to arbitrate, and each of the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according hereto irrevocably submits to the securities arbitration rules then jurisdiction of said courts. Notwithstanding the above, application may be made by a party to any court of competent jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for such enforcement. Process in effect any action arising out of the American Arbitration Association. Both parties understand that the other or relating to this agreement may be served on any party may initiate arbitration by serving or mailing a written notice to the other party hereto agreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested. (c) The arbitration shall be conducted before a tribunal composed of three neutral arbitrators drawn from, in the first instance, the Texas Large Complex Claims panel and then, if necessary, from the Commercial panel. Each arbitrator shall sign an oath agreeing to be bound by the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the AAA for Neutral Arbitrators. It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of any arbitrator. Prior to his or her formal appointment, each arbitrator shall disclose to the parties and to the other members of the tribunal, any financial, fiduciary, kinship or other relationship between that arbitrator and any party or its counsel, or between that arbitrator and any individual or entity with any financial, fiduciary, kinship or other relationship with any party. For the purpose of this agreement, "appearance of impropriety" shall be defined as such relationship or behavior as would cause a reasonable person to believe that bias or partiality on the part of the arbitrator may exist in favor of any party. Any award the arbitration panel makes will be or portion thereof, whether preliminary or final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced in a written opinion containing findings of fact and interpreted exclusively conclusions of law signed by each arbitrator. The arbitrator dissenting from an award or portion thereof shall issue a dissent from the award or portion thereof in accordance writing, stating the reasons for his dissent. The arbitrators shall hear and determine any preliminary issue of law asserted by a party to be dispositive of any claim, in whole or part, in the manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the arbitrators deem appropriate. (d) It is the intent of the parties that, barring extraordinary circumstances, any arbitration hearing shall be concluded within two months of the date the statement of claim is received by the AAA. Unless the parties otherwise agree, once commenced, hearings shall be held 5 days a week, with applicable Federal law, including the Federal Arbitration Act. Any costs, feeseach hearing day to begin at 9:00 A.M. and to conclude at 5:00 P.M. The parties may upon agreement extend these time limits, or taxes involved in enforcing the chairman of the panel may extend them if he determines that the interests of justice otherwise requires. The arbitrators shall use their best efforts to issue the final award or awards within a period of 30 days after closure of the proceedings. Failure to do so shall not be fully assessed against and paid by a basis for challenging the party resisting enforcement of said award. The prevailing parties and arbitrators shall treat all aspects of the arbitration proceedings, including without limitation, discovery, testimony, and other evidence, briefs and the award, as strictly confidential. The place of arbitration shall be Houston, Texas, USA unless otherwise agreed by the parties. (e) The parties agree that discovery shall be limited and shall be handled expeditiously. Discovery procedures available in litigation before the courts shall not apply in an arbitration conducted pursuant to this agreement. However, each party shall also produce relevant and non-privileged documents or copies thereof requested by the other parties within the time limits set and to the extent required by order of the arbitrators. All disputes regarding discovery shall be promptly resolved by the arbitrators. No witness or party may be required to waive any privilege recognized at law. The parties hereby waive any claim to any damages in the nature of punitive, exemplary, or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitration tribunal is specially divested of any power to award any damages in the nature of punitive, exemplary, or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. The party prevailing on substantially all of its claims shall be entitled to an award of reasonable attorneys fees and costs incurred in connection with recover its costs, including attorneys' fees, for the enforcement of this Agreement. No person shall bring arbitration proceedings, as well as for any ancillary proceeding, including a putative or certified class action proceeding to compel arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; request interim measures, or · The person is excluded from the class by the court. Such forbearance to enforce confirm or set aside an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinaward.

Arbitration. The parties understand Except as provided in subsection (d) below, in the event any dispute arises out of or related to Executive’s employment with or by the Company, or separation/termination therefrom, which cannot be resolved by the Parties to this Agreement, such dispute shall be submitted to final and agree thatbinding arbitration. Except as provided in subsection (d) below, to arbitration of such disputes is mandatory and in lieu of any and all civil causes of action and lawsuits either party may have against the extent permitted by law, all claims other arising out of this Agreement Executive’s employment with the Company, or separation therefrom. (a) The arbitration shall be conducted in accordance with the National Rules for the resolution of Employment Disputes of the American Arbitration Association (“AAA”). If the Parties cannot agree on an arbitrator, a list of seven (7) arbitrators will be resolved through final requested from AAA, and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limitedselected using alternate strikes with Executive striking first. Subject to subsection (c) below, cost of the arbitration will be shared equally by Executive and Company. Such arbitration will shall be conducted held in New York according to Houston, Texas. (b) Judgment on the securities arbitration rules then in effect of award rendered by the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it arbitrator may be entered in any court having jurisdictionjurisdiction thereof by the filing of a petition to enforce the award. This arbitration provision shall Costs of filing may be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid recovered by the party resisting enforcement of said award. that initiates such action to have the award enforced. (c) The prevailing party Company shall also be entitled to an award of promptly reimburse Executive for all eligible, reasonable attorneys fees costs and costs expenses incurred in connection with any dispute, controversy, or claim submitted to binding arbitration in accordance with this Section in an amount up to, but not exceeding an amount equal to twenty percent (20%) of Executive’s Base Salary per taxable year of Executive, unless Executive was terminated for Cause, in which event Executive shall not be entitled to reimbursement unless and until it is determined he was terminated other than for Cause. To be eligible for reimbursement under this subsection (c), (1) the expenses must be incurred during the period beginning on the Effective Date and ending on the date that is ten years after the end of the Term and (2) the expenses must be submitted to the Company for reimbursement within 90 days after the end of the taxable year of Executive in which the expenses were incurred. Amounts eligible for reimbursement shall be paid to Executive before the last day of the taxable year of Executive following the taxable year in which the expenses were incurred. The amount of expenses eligible for reimbursement during Executive’s taxable year may not affect the expenses eligible for reimbursement in any other taxable year of Executive. Executive’s right to reimbursement under this subsection (c) may not be assigned, alienated, or exchanged for any other benefit. (d) It is specifically agreed by the Parties that any enforcement action by the Company against Executive for equitable relief, including, but not limited to, injunctive relief under Section 5 of this Agreement shall not be subject to this Section requiring arbitration and that the Company shall not be required to seek arbitration against Executive for any purported violation by Executive of his obligations under Section 5 of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that(1) Except as provided in subparagraph (4) hereof, any controversy, dispute or claim arising out of, in connection with, or in relation to the extent permitted by lawinterpretation, all claims arising out performance or breach of this Agreement will Agreement, including any claim based on contract, tort or statute, shall be resolved through final and binding settled, at the request of either party, by arbitration pursuant to the terms hereof. In this regardconducted in Los Angeles, California, or such other location upon which the parties acknowledge may mutually agree, before and agree that: (i) such arbitration will be final and binding on in accordance with the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect existing Rules of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be finalAssociation ("AAA"), and judgment on it upon any award rendered by the arbitrator may be entered in by any State or Federal court having jurisdictionjurisdiction thereof. This arbitration provision Any controversy concerning whether a dispute is an arbitrable dispute shall be enforced determined by the arbitrator. The parties intend that this agreement to arbitrate be valid, specifically enforceable and interpreted exclusively in accordance with applicable Federal law, including irrevocable. The designation of a situs or specifically a governing law for this agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award if it would be applicable. (2) The sole arbitrator shall be fully assessed against and paid by selected in accordance with the party resisting enforcement procedures of said award. the AAA. (3) The arbitrator shall award to the prevailing party in any arbitration proceeding commenced hereunder, and the court shall also be entitled to an award of reasonable attorneys fees and costs incurred include in connection with its judgment for the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce prevailing party in any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights claim arising under this Agreement except or relating to the extent stated hereintransactions contemplated hereby, the prevailing party's costs and expenses (including expert witness expenses and reasonable attorneys' fees) of investigating, preparing and presenting such arbitration claim or cause of action. (4) Any party hereto may request a court of competent jurisdiction to grant provisional injunctive relief to such party solely for the purpose of maintaining the status quo until an arbitrator can render an award on the matter in question and such award can be confirmed by a court having jurisdiction thereof.

Arbitration. The Client agrees to direct any complaints regarding the handling of the Account to Advisor and the LPL Legal Department in writing. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties understand and agree that, as follows: • All parties to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant are giving up the right to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; (ivcourt proceedings. • The arbitrators do not have to explain the reason(s) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) for their award, unless, in an eligible case, a party's right to appeal or seek modification of rulings joint request for an explained decision has been submitted by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. In consideration of opening one or more accounts for Client, Client agrees that any controversy between Client and LPL and/or Advisor arising out of or relating to the Account, transactions with or for Client, or the construction, performance, or breach of this Agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requestedFinancial Industry Regulatory Authority. Any arbitration award the arbitration panel makes will hereunder shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall Client understands that it cannot be enforced and interpreted exclusively required to arbitrate any dispute or controversy nonarbitrable under federal law. MAXIMUM FEE (ANNUALLY) 2.5% For Retirement Accounts, 12b-1 fees paid to LPL by mutual funds held in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing Account will be credited to the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the courtAccount. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereincredits will be reflected on monthly account statements and quarterly performance reports.

Arbitration. The parties understand and agree that, (a) Notwithstanding the provisions of Section 9.14 to the extent permitted contrary, upon demand of any party hereto, whether made before or within three (3) months after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Agreement and other Credit Documents (“Disputes”) between or among parties to this Agreement shall be resolved by lawbinding arbitration as provided herein. Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder. Disputes may include, all without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, claims arising from Credit Documents executed in the future, or claims arising out of or connected with the transaction reflected by this Agreement will Agreement. Arbitration shall be resolved through final conducted under and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings governed by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to Commercial Arbitration Rules (the securities arbitration rules then in effect “Arbitration Rules”) of the American Arbitration AssociationAssociation (the “AAA”) and Title 9 of the U.S. Code. Both parties understand that All arbitration hearings shall be conducted in Charlotte, North Carolina. A hearing shall begin within 90 days of demand for arbitration and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then no more than a total extension of 60 days. The expedited procedures set forth in Rule 51 et seq. of the other party may initiate arbitration by serving or mailing a written notice Arbitration Rules shall be applicable to claims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties hereto do not waive applicable Federal or state substantive law except as provided herein. Notwithstanding the foregoing, this arbitration provision shall be enforced does not apply to disputes under or related to Hedging Agreements. (b) Notwithstanding the preceding binding arbitration provisions, the Administrative Agent, the Lenders, the Borrower and interpreted exclusively in accordance with applicable Federal lawthe other Credit Parties agree to preserve, including without diminution, certain remedies that the Federal Arbitration Act. Any costsAdministrative Agent on behalf of the Lenders may employ or exercise freely, fees, independently or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with an arbitration proceeding or after an arbitration action is brought. The Administrative Agent on behalf of the enforcement Lenders shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted under Credit Documents or under applicable law or by judicial foreclosure and sale, including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; and (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute. (c) The parties hereto agree that they shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute whether the Dispute is resolved by arbitration or judicially. (d) By execution and delivery of this Agreement. No person shall bring a putative or certified class action , each of the parties hereto accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction relating to arbitrationany arbitration proceedings conducted under the Arbitration Rules in Charlotte, nor seek North Carolina and irrevocably agrees to enforce be bound by any pre-dispute arbitration agreement against any person who has initiated final judgment rendered thereby in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under connection with this Agreement except to the extent stated hereinfrom which no appeal has been taken or is available.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims All disputes arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted or in connection with litigation; (iv) this Agreement, including without limitation, its existence, validity, interpretation, performance, breach or termination, and any provisions of the arbitrator's award is not required to include factual findings or legal reasoning; Dealer Manager Agreement incorporated into this Agreement, shall be submitted to, and (v) fully and finally resolved by, binding arbitration, conducted on a party's right to appeal or seek modification of rulings by confidential basis, under the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities then current commercial arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice , except to the extent a claim is required to be arbitrated as specified in FINRA rules in which case the FINRA rules of arbitration will apply, in accordance with the terms of this Agreement (including the governing law provisions of this section) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1–16). All arbitration proceedings, and all documents, pleadings and transcripts associated therewith, shall be kept strictly confidential by all parties, their counsel and other advisors, employees, experts and all others under their reasonable control. Unless the parties otherwise agree, each party hereto by certified mailshall appoint one arbitrator and the two party-appointed arbitrators shall appoint the third arbitrator, return receipt requested. Any award who shall also be the chair of the arbitration panel makes (the “Arbitrator). The parties will request that the Arbitrator issue written findings of fact and conclusions of law. The Arbitrator shall not be finalempowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment on it upon any arbitration award may be entered in any appropriate state or federal court within the County of New York, State of New York or any other court having competent jurisdiction. This All arbitration provision shall hearings will be enforced and interpreted exclusively held (i) for claims required to be arbitrated as specified in accordance with applicable Federal lawFINRA rules, including at the Federal Arbitration Act. Any costsNew York FINRA District Office, fees(ii) in all other cases, in New York, NY, or taxes involved (iii) in enforcing either case, at another mutually agreed upon site. In the award shall be fully assessed event that a third party brings an action or other proceeding against and paid by either party to this Agreement (a “Third Party Action”), then the party resisting enforcement of said award. The prevailing to this Agreement against which or whom such Third Party Action is brought or asserted, may in such Third Party Action, litigate any related claim which it may have against the other party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member including, without limitation, by way of a putative class claim, indemnity, cross-claim, counterclaim, interpleader or other third party action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement without being obligate to arbitrate shall not constitute a waiver of any rights under the same as otherwise provided in this Agreement Section XXI, except to the extent stated hereinotherwise required in the FINRA rules regarding arbitration. In any such case, the matter which is the subject of such Third Party Action (including any related claims, indemnity, cross-claim, counterclaim, interpleader or other third party action, which either party hereto may have against the other) shall not be subject to arbitration, but shall be resolved exclusively within such Third Party Action. Notwithstanding anything set forth herein to the contrary, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions in aid of arbitration, but such remedies will not be sought as a means to avoid or stay arbitration. In the event a court grants provisional remedies, the duration thereof shall last no longer than the Arbitrator (upon constitution of the arbitration panel) deems necessary to review such provisional remedies and render its own decision. Except as provided otherwise in Section 6 of the Dealer Manager Agreement, in any action or arbitration to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. Each party to this Agreement hereby waives a trial by jury in any legal action or proceeding relating to this Agreement.

Arbitration. The parties understand and agree that19.1 Any dispute, controversy or claim arising out of, connected with, or relating to this Agreement, including without limitation any dispute as to the extent permitted by lawexistence, all claims arising out validity, construction, interpretation, negotiation, performance, breach, termination or enforceability of this Agreement will (a “Dispute”) shall be resolved through by final and binding arbitration before a single independent and impartial arbitrator pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect Commercial Arbitration Rules of the American Arbitration AssociationAssociation (“AAA”) then in effect. Both parties understand The AAA Optional Rules for Emergency Measures of Protection shall also apply. If the Parties are unable to agree on a mutually acceptable arbitrator within 15 days of the submission of the Dispute to arbitration, the arbitrator shall be appointed by the AAA. The Parties acknowledge that arbitration is intended to be a more expeditious and less expensive method of dispute resolution than court litigation. The award of the other party may initiate arbitration by serving or mailing a written notice arbitrator shall be in writing and provide reasons for the award. The arbitrator must certify in the award that such award conforms to the other party hereto by certified mailterms and conditions set forth in this Agreement, return receipt requestedincluding that such award has been rendered in accordance with the applicable governing law. Any award The arbitrator shall have the authority to assess the costs and expenses of the arbitration panel makes will proceeding (including the fees and expenses of the arbitrator and the AAA) against any or all of the Parties. The arbitrator shall also have the authority to award reasonable attorneys’ fees and expenses to the prevailing Party. The place of arbitration shall be finalMiami, Florida unless another location is mutually agreed upon by the Parties to such arbitration. The award of the arbitrator shall be binding on the Parties, and judgment on it may the award may, but need not, be entered as judgment in any a court having of competent jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute preclude the Parties from engaging in parallel voluntary, non-binding settlement efforts including mediation. 19.2 The Parties undertake to keep confidential all awards in their arbitration, together will all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. 19.3 Arbitration shall be the exclusive dispute resolution mechanism hereunder; provided that nothing contained in this Section 19 shall limit any party’s right to bring (i) an application to enforce this agreement to arbitrate, (ii) actions seeking to enforce an arbitration award or (iii) actions seeking injunctive or other similar relief in the event of a breach or threatened breach of any of the provisions of this Agreement (or any other agreement contemplated hereby). The specifically enumerated judicial proceedings shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate and, each party irrevocably and unconditionally (and without limitation): (i) submits to and accepts, for itself and in respect of its assets, generally and unconditionally the non exclusive jurisdiction of the courts located in Miami-Dade County of the United States and the State of Florida, (ii) waives any rights under this Agreement except objection it may have now or in the future that such action or proceeding has been brought in an inconvenient forum, (iii) agrees that in any such action or proceeding it will not raise, rely on or claim any immunity (including, without limitation, from suit, judgment, attachment before judgment or otherwise, execution or other enforcement), (iv) waives any right of immunity which it has or its assets may have at any time, and (v) consents generally to the extent stated hereingiving of any relief or the issue of any process in connection with any such action or proceeding including, without limitation, the making, enforcement or execution of any order or judgment against any of its property. IN ENTERING INTO THE ARBITRATION PROVISION OF THIS SECTION 19, EACH PARTY TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL, INCLUDING ANY RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT REFERENCED HEREIN OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

Arbitration. The parties understand and agree that(1) Any disputes (excluding any dispute, to the extent permitted by law, all claims controversy or claim arising out of this Agreement will be resolved through final and binding arbitration pursuant or relating to the terms hereof. In this regardvalidity, the parties acknowledge and agree that: (ienforceability, scope or infringement of patent or trademark rights) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted arising in connection with litigation; (iv) the arbitrator's award is this Agreement which cannot required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings be resolved by the arbitrator will Parties within forty-five (45) days after initiation of dispute resolution proceedings under this Section 11.8 shall be strictly limited. Such finally settled by binding arbitration will be conducted in New York according to accordance with the securities arbitration rules then in effect Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, Association (“AAA”) and judgment on it the arbitration award may be entered in any court having jurisdiction. This jurisdiction thereof. (2) The arbitration provision shall be enforced conducted by a panel of three (3) persons experienced in the pharmaceutical business: within thirty (30) days after the initiation of arbitration, each Party shall select one (1) person to act as arbitrator and interpreted exclusively in accordance with applicable Federal lawthe two Party-selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable to agree upon the third arbitrator, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award third arbitrator shall be fully assessed against and paid appointed by the party resisting enforcement AAA. The place of said arbitration shall be New York, New York, and all proceedings and communications shall be in English. (3) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitration award. The prevailing party Each Party shall also be entitled to an award of reasonable attorneys bear its own costs and expenses and attorneys’ fees and costs incurred in connection with an equal share of the enforcement arbitrators’ fees and any administrative fees of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except . (4) Except to the extent stated hereinnecessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties. In no event shall arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable Delaware statute of limitations. (5) The Parties agree that, in the event of a dispute over the nature or quality of performance under this Agreement, neither Party may terminate this Agreement until final resolution of the dispute through arbitration or other judicial determination. The Parties further agree that any payments made pursuant to this Agreement pending resolution of the dispute shall be refunded if an arbitrator or court determines that such payments are not due. (6) Any disputes arising out of or relating to the validity, enforceability, scope or infringement of patent or trademark rights shall be submitted for resolution by a court of competent jurisdiction

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's ’s award is not required to include factual findings or legal reasoning; and (v) a party's ’s right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys attorneys’ fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · • The class certification is denied; · • The class is decertified; or · • The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand Any dispute, controversy, or claim between Licensor and agree thatLicensee, arising out of or relating to this Agreement or the extent breach, termination, interpretation, or invalidity thereof, which is not settled within [***] of referral to ADR of such dispute, shall be settled, when permitted by law, all claims arising out final, by binding non-appealable arbitration under the following terms and conditions. a. Within [***] of this Agreement will be resolved through final the receipt of a demand for arbitration from the other party, Licensor and binding arbitration pursuant Licensee shall each select an arbitrator and give notice to the terms hereofother party of the selection, including the arbitrator’s name, address, and phone number. In The two chosen arbitrators shall select a third arbitrator to act with them in the arbitration, * Confidential Information, indicated by [***], has been omitted from this regard, filing and filed separately with the parties acknowledge Securities and agree that: (i) such arbitration Exchange Commission b. The decision of a majority of the arbitrators will be final and binding on upon Licensor and Licensee. Both Licensor and Licensee agree to accept and abide by the parties; decision. c. The arbitrator(s), in their discretion, shall allocate all costs of the arbitration between Licensor and Licensee. However, neither Licensor nor Licensee shall be required to pay the costs of the other party and the arbitrator chosen by such other party. d. All arbitration authorized by this Agreement shall be conducted in accordance with the Arbitrations Act (ii) Ontario). The award of the arbitrator shall be final and binding upon the parties are hereby waiving their rights to seek remedies in court, including and all persons claiming through or under them. Judgment upon the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings rendered by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced jurisdiction and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, thereupon execution or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said awardother legal process may issue thereon. The prevailing party shall also be entitled parties hereto and all persons claiming through or under them hereby attorn to an award the jurisdiction of reasonable attorneys fees the arbitrator and costs incurred in connection with to the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver jurisdiction of any rights under this Agreement except to court in which the extent stated hereinjudgment may be entered.

Arbitration. The parties understand and agree thatBy using the Services, you hereby submit to the extent permitted by lawexclusive jurisdiction of the SOUTH AFRICAN ARBITRATION ACT 42 OF 1965 (SAAA) in connection with any dispute relating to, all claims concerning or arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereofAgreement. In this regard, the parties acknowledge and agree that: (i) such The arbitration will be final conducted before a single arbitrator chosen by Strat Hostess and binding on will be held at the parties; (ii) AAA location chosen by Strat Hostess in Texas. Payment of all filing, administrative and arbitrator fees will be governed by the parties SAAA's rules, unless otherwise stated in this paragraph. In the event you are hereby waiving their rights able to seek remedies in courtdemonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than Strat Hostess will pay as much of your filing, administrative, and different from discovery conducted arbitrator fees in connection with litigation; (iv) the arbitrator's award is arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitration before the SAAA shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The Arbitration Act, and not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings any state arbitration law, governs all arbitration under this paragraph. All decisions rendered by the arbitrator will be strictly limitedbinding and final. Such The arbitrator's award is final and binding on all parties. The arbitrator's authority to resolve and make written awards is limited to claims between you and Strat Hostess alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will be conducted have any preclusive effect as to issues or claims in New York according any dispute with anyone who is not a named party to the securities arbitration rules then arbitration. If you initiate litigation or any other proceeding against Strat Hostess in effect violation of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice this paragraph, you agree to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, pay Strat Hostess's reasonable costs and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys attorneys' fees and costs incurred in connection with the our enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinparagraph.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will This Plan requires that certain controversies be resolved through final and binding arbitration pursuant to the terms hereofarbitrated as provided below. In this regard, the parties acknowledge and agree regard it is to be noted that: : (ia) such arbitration will be Arbitration is final and binding on the parties; . (iib) the The parties are hereby waiving their rights right to seek remedies in court, court including the right to a jury trial; . (iiic) prePre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; court proceedings. (ivd) the The arbitrator's award is not required to include factual findings or legal reasoning; reasoning and (v) a any party's right to appeal or to seek modification of rulings by the arbitrator will be arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. Such Unless the following procedure for the resolution of controversies is not enforceable under ERISA, any controversy arising out of or relating to the Plan, or with respect to transactions of any kind executed by, through or with the Service Company or otherwise pertaining to the Plan shall be settled by arbitration. The arbitration will may be conducted in before either the National Association of Securities Dealers, Inc. (NASD) or the New York according to Stock Exchange, Inc., as Employer/Employee, as the securities arbitration rules then in effect case may be, may elect and shall be governed by the laws of the American Arbitration AssociationState of New York. Both parties understand If Employer/Employee does not make the above election by registered mail addressed to PSI at its main office within 5 business days after demand by PSI that Employer/Employee make such election, then PSI shall have the other party may initiate arbitration by serving or mailing a written notice right to the other party hereto by certified mail, return receipt requested. Any award elect the arbitration panel makes will tribunal of its choice. Notice preliminary to, in conjunction with or incident to arbitration, may be final, sent to Employer/Employee by mail and judgment on it personal service is hereby waived. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal lawjurisdiction thereof, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled without notice to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this AgreementEmployer/Employee. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The or (ii) the class is decertified; or · The person (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement agreement except to the extent stated herein.

Arbitration. Except as provided in this Section 9.9, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be resolved by binding arbitration (the “Arbitration”) conducted before a single arbitrator (the “Sole Arbitrator”) in London, England, pursuant to the United Nations Commission on International Trade Law (“UNCITRAL”) rules and administered by the London Court of International Arbitration (“LCIA”). The language of the arbitration shall be English. Each Person involved in such arbitration shall pay its own legal fees and expenses in connection with any such arbitration and the Persons involved therein shall share equally the fees and expenses of the LCIA and the Sole Arbitrator. The Sole Arbitrator shall be an attorney mutually agreed upon by the parties understand to the Arbitration or, if no agreement can be reached, to be determined by the LCIA. All Arbitration proceedings and agree thatsessions shall be private and confidential, and no one other than the parties and their legal representatives may attend without the consent of the parties or by Order of the Sole Arbitrator. All information disclosed in the course of any and all Arbitration proceedings and sessions shall be maintained in strict confidence except to the extent permitted disclosure of any such information is required by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said awardLaw. The prevailing party shall also be entitled to an award any appropriate relief (including monetary damages, if any), as well as reimbursement of reasonable attorneys all its actual costs (including Sole Arbitrator’s fees and costs incurred in connection with fees payable to the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded LCIA) and attorneys’ fees from the class opposing party or parties. The decision of the Sole Arbitrator, and any award pursuant thereto, shall be final, binding and conclusive on the Persons involved therein and not be appealable on the merits. Final judgment on any such decision and any award may be entered by a court of competent jurisdiction. Notwithstanding the court. Such forbearance to enforce an agreement to arbitrate foregoing, this Section 9.9 shall not constitute a waiver prohibit any Person from pursuing equitable relief (including immediate, preliminary and permanent injunctive relief) to which it may be entitled in any court of any rights under this Agreement except competent jurisdiction in order to preserve the extent stated hereinstatus quo pending resolution of the dispute at issue.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims 18.1. Any dispute arising out of, in connection with, or in relation to this Agreement or the making of validity thereof or its interpretation or any breach thereof shall be determined and settled by arbitration in New York City by a sole arbitrator having substantial experience in matters of this Agreement will be resolved through final and binding arbitration nature pursuant to the terms hereofcommercial arbitration rules and regulations then obtaining of the American Arbitration Association and any award rendered therein shall be final and conclusive upon the parties, and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. In The service of any notice, process, motion or other document in connection with an arbitration award under this regardAgreement or for the enforcement of an arbitration award hereunder may be effectuated by either personal service or by certified or registered mail to the respective addresses provided herein. 18.2. By execution and delivery of this Agreement, the parties acknowledge each respectively accept, for itself and agree that: (i) such arbitration will its property, generally and unconditionally, the jurisdiction of the aforesaid Arbitration Tribunal, Courts and any related Appellate Court, irrevocably agrees to be final bound by any judgment rendered thereby and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; this Agreement, and irrevocably waive any objection either party may now or hereafter have as to the venue of any such action or proceeding. Each party consents to the service of process in the Arbitration or out of any of the aforementioned Courts by mailing copies thereof by certified mail, postage prepaid, such service to become effective three (iv3) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a business days after such mailing. Nothing herein shall effect either party's right to appeal service of process in any other manner prescribed by law. Any judicial proceeding by either party against the other involving, directly or seek modification indirectly, any matter, in any way arising out of, related or connected with this Agreement shall be brought only in a Court located in the City of rulings by New York. 18.3. The non-prevailing party in any arbitration shall be responsible for the fees of the AAA and the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect as well as all of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, prevailing party’s actual costs and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, expenses incurred (including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys attorney’s fees and costs incurred expenses) in connection with the enforcement of arbitration. Prevailing party, in this Agreement. No person connection, shall bring mean a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated party that receives an unqualified award for the relief requested in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinDemand for Arbitration.

Arbitration. The parties understand and agree that, Any Dispute that remains unresolved following the negotiations undertaken pursuant to the extent permitted by law, all claims arising out of this Agreement Section 13.2 (Direct business negotiations) will be resolved through final solely and binding finally settled by confidential arbitration pursuant in accordance with these Terms of Use and, where not inconsistent with these Terms of Use, with the Fast Track Arbitration Rules of Procedure (or similar rules then in effect) of the Institute for Conflict Prevention C Resolution (CPR), which rules are hereby incorporated by reference. The location of the arbitration will be in New York, NY, U.S.A. The arbitration will be conducted in English by a panel of three (3) neutral arbitrators, with each Party selecting one (1) arbitrator and the two (2) appointed arbitrators then jointly selecting the third. The Parties agree that discovery or exchange of non-privileged information will be limited to those documents a Party intends to use in evidence at the terms hereofhearing and other reasonable discovery as directed by the panel. In this regardUnless applicable law or these Terms of Use say otherwise, the parties acknowledge panel is not empowered to award punitive or exemplary damages, pre-award interest or any incidental, indirect or consequential damages including lost profits or harm suffered by third parties. All costs and agree that: (i) such expenses of the arbitrators will be borne by the Parties equally, and each Party will bear its own arbitration costs, including its attorneys’ fees and travel expenses. A reasoned award will be issued in writing by the panel and will be final and binding on upon the parties; Parties. If not fully satisfied within thirty (ii30) days, such award may be enforced in any court of competent jurisdiction and each Party hereby consents to the parties are hereby waiving their rights jurisdiction of such court solely for the purposes of complying with this section and the award granted in accordance with it. Nothing in these Terms of Use limits the right of a Party to seek obtain provisional, injunctive, or ancillary remedies in courtfrom a court of competent jurisdiction before, including after, or during the pendency of any arbitration. Neither Party has the right to arbitrate on a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings class or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mailrepresentative basis any dispute, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, feescontroversy, or taxes involved in enforcing claim arising out of or relating to these Terms of Use, or the award shall be fully assessed against and paid by the party resisting enforcement interpretation, enforceability, or validity of said award. The prevailing party shall also be entitled to an award these Terms of reasonable attorneys fees and costs incurred in connection with the enforcement of Use, including, without limitation, this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinsection.

Arbitration. The parties understand Except as provided in subsection (d) below, in the event any dispute arises out of or related to Executive’s employment with or by the Company, or separation/termination therefrom, which cannot be resolved by the Parties to this Agreement, such dispute shall be submitted to final and agree thatbinding arbitration. Except as provided in subsection (d) below, to arbitration of such disputes is mandatory and in lieu of any and all civil causes of action and lawsuits either party may have against the extent permitted by law, all claims other arising out of this Agreement Executive’s employment with the Company, or separation therefrom. (a) The arbitration shall be conducted in accordance with the National Rules for the resolution of Employment Disputes of the American Arbitration Association (“AAA”). If the Parties cannot agree on an arbitrator, a list of seven (7) arbitrators will be resolved through final requested from AAA, and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limitedselected using alternate strikes with Executive striking first. Subject to subsection (c) below, cost of the arbitration will be shared equally by Executive and Company. Such arbitration will shall be conducted held in New York according to Houston, Texas. (b) Judgment on the securities arbitration rules then in effect of award rendered by the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it arbitrator may be entered in any court having jurisdictionjurisdiction thereof by the filing of a petition to enforce the award. This arbitration provision shall Costs of filing may be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid recovered by the party resisting enforcement of said award. that initiates such action to have the award enforced. (c) The prevailing party Company shall also be entitled to an award of promptly reimburse Executive for all eligible, reasonable attorneys fees costs and costs expenses incurred in connection with any dispute, controversy, or claim submitted to binding arbitration in accordance with this Section in an amount up to, but not exceeding an amount equal to twenty percent (20%) of Executive’s Base Salary (or, if the dispute arises during the Consulting Period, Executive’s Base Salary as in effect immediately prior to the beginning of the Consulting Period) per taxable year of Executive, unless Executive was terminated for Cause, in which event Executive shall not be entitled to reimbursement unless and until it is determined he was terminated other than for Cause. To be eligible for reimbursement under this subsection (c), (1) the expenses must be incurred during the period beginning on the Effective Date and ending on the date that is ten years after the end of the Term and (2) the expenses must be submitted to the Company for reimbursement within 90 days after the end of the taxable year of Executive in which the expenses were incurred. Amounts eligible for reimbursement shall be paid to Executive before the last day of the taxable year of Executive following the taxable year in which the expenses were incurred. The amount of expenses eligible for reimbursement during Executive’s taxable year may not affect the expenses eligible for reimbursement in any other taxable year of Executive. Executive’s right to reimbursement under this subsection (c) may not be assigned, alienated, or exchanged for any other benefit. (d) It is specifically agreed by the Parties that any enforcement action by the Company against Executive for equitable relief, including, but not limited to, injunctive relief under Section 5 of this Agreement shall not be subject to this Section requiring arbitration and that the Company shall not be required to seek arbitration against Executive for any purported violation by Executive of his obligations under Section 5 of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, a) Any controversy or claim arising out of or related to the extent permitted by law, all this agreement (but not any claims arising out of this Agreement will commercial activities or the theft or other unauthorized receipt of any ▇▇▇▇▇▇▇▇▇ service on the part of subscriber) shall be resolved through final and by binding arbitration pursuant to commenced within one year under the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) prethen-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities cur-rent commercial arbitration rules then in effect of the American Arbitration Association. Both arbitration association (or any consumer rules adopted by the American arbitration association to which both parties understand agree), except that the other either party may initiate seek equitable or injunctive relief only in an appropriate court of law or equity. No claim subject to arbitration under this agreement may be combined with a claim subject to resolution before a court of law or equity. The arbitrability of disputes shall be determined by serving or mailing a written notice to the other party hereto by certified mail, return receipt requestedarbitrator. Any award of the arbitration panel makes will arbitrator shall be final, in writing and judgment on it shall state the reasons for the award. Judgment upon an award may be entered in any court having competent jurisdiction. This arbitration provision The arbitrator shall be enforced not have the power to award any damages in excess of the applicable limits set forth in or excluded under sections 10 and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement 12 of said awardthis agreement. The prevailing party federal arbitration act, 9 U.S.C. Sections 1 to 16, shall also be entitled to an award of reasonable attorneys fees govern the interpretation and costs incurred in connection with the enforcement of this Agreementparagraph. No person Each party shall bring a putative bear its own expenses and the cost of arbitrator(s) shall be shared except that subscriber may recover his/her filing and arbitrator(s) fees if subscriber is the prevailing party. The parties expressly waive any entitlement to attorneys fees or certified punitive damages to the fullest extent permitted by law. Consolidated or class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate arbitrations shall not constitute a waiver be permitted. The arbitrator shall not have the power to order prehearing discovery of any rights under this Agreement except to documents or the extent stated hereintaking of depositions, but may compel attendance of witnesses and the production of documents at the hearing.

Arbitration. The If there is any dispute between the parties understand and agree thatconcerning any matter relating to this Agreement, to the extent permitted by law, all claims arising out exclusive basis for adjudication of this Agreement will be resolved through final and binding arbitration pursuant (except with respect to the terms hereofperformance of the covenants and obligations as set forth in Article IV above) shall be by arbitration as detailed herein. In this regard, Either party may submit the parties acknowledge and agree that: (i) dispute to binding arbitration. Any such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration proceeding will be conducted in New York according to ▇▇▇▇ County, Illinois and except as otherwise provided in this Agreement, will be conducted under the securities arbitration rules auspices of JAMS/Mediation, Inc., in accordance with the then in effect current Commercial Arbitration Rules of the American Arbitration Association. Both parties understand that The arbitrator shall allow such discovery as the other party may initiate arbitration by serving or mailing a written notice to arbitrator determines appropriate under the other party hereto by certified mailcircumstances. The arbitrator shall determine which party, return receipt requested. Any if either, prevailed and shall award the arbitration panel makes prevailing party its costs. Each party will bear his, her or its respective attorneys’ fees. The award and decision of the arbitrator shall be final, conclusive and binding on all parties to this Agreement and judgment on it the award may be entered in any court having of competent jurisdiction. This The parties acknowledge and agree that any arbitration provision shall award may be enforced against either or both of them in a court of competent jurisdiction and interpreted exclusively in accordance with applicable Federal law, including each waives any right to contest the Federal Arbitration Act. Any costs, fees, validity or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement enforceability of said such award. The parties further agree to be bound by the provisions of any statute of limitations which would be applicable in a court of law to the controversy or claim which is the subject of any arbitration proceeding initiated under the Agreement. The parties further agree that they are entitled in any arbitration proceeding to the entry of an order, by a court of competent jurisdiction pursuant to an opinion of the arbitrator, for specific performance of any of the requirements of this Agreement. In any action to enforce any of the provisions of Article IV hereof, the action shall be litigated in the state or federal courts situated in ▇▇▇▇ County, Illinois, to which jurisdiction and venue all parties consent. Each party hereby waives his, her or its right to trial by jury with respect to such action and agrees that the prevailing party such action shall also be entitled to an award reimbursement from the other party of reasonable attorneys his, her or its legal fees and costs incurred in connection with such actions. Company shall be entitled to injunctive relief, without the enforcement necessity of posting bond to remedy any breach of any of the terms of Article IV of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class Agreement by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinEmployee.

Arbitration. The Any claims, questions or controversies arising under or related to in any manner whatsoever this Assignment or the transactions contemplated hereunder including, but not limited to, any challenge by the Assignor, the Insured, or the Insured’s estate or subrogees (each, a “Assignor Party”) against the Collateral Agent, Lender or any other party with a participation in the loan evidenced under the Promissory Note (each, an “Interested Party”, notwithstanding the fact such parties understand are not signatories hereto) (a “Dispute”) shall be submitted to arbitration conducted before the American Arbitration Association (the “AAA”). Any Assignor Party or any Interested Party is hereby authorized to invoke this arbitration provision, and agree that, any judgment with respect to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration any award rendered pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will provision may be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies entered in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification any court of rulings by the arbitrator will be strictly limitedcompetent jurisdiction. Such arbitration will be conducted under the rules of the AAA and the laws of the State of [JURISDICTION] and will be conducted in New York according [TRUST-CITY-STATE]. Each Assignor Party understands that claims submitted to arbitration are not heard by a jury and are not subject to the securities arbitration rules then in effect of governing the American Arbitration Associationcourts. Both parties understand Each Assignor Party further agrees that the other party no claim may initiate arbitration by serving or mailing be brought as a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be finalclass action, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including that no Assignor Party has the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled right to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitrationact, nor seek shall they attempt to enforce any pre-dispute arbitration agreement against any person who has initiated in court act, as a putative class action who is representative or participate as a member of a putative class of claimants with respect to any claim related to or arising out of this Assignment. To the extent that this arbitration provision is held unenforceable, the Assignor Parties: (a) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in [TRUST-CITY-STATE] in respect of any action until: · or proceeding arising under or related to in any manner whatsoever this Assignment, (b) agree that this Assignment and the transactions contemplated hereunder shall in all respects be governed by and construed in accordance with the laws of the State of [JURISDICTION] (without reference to conflicts of laws provisions); provided, however, that the rights, protections and immunities of the Collateral Agent shall be governed under the laws of the State of [JURISDICTION]; and (c) HEREBY WAIVE THE RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING OUT OF OR IN ANY WAY RELATED TO THIS ASSIGNMENT OR (II) IN ANY WAY IN CONNECTION WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES TO THIS ASSIGNMENT IN CONNECTION WITH THIS ASSIGNMENT OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES UNDER THIS ASSIGNMENT OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. The class certification Assignor Parties hereby agree and acknowledge that this provision is denied; · intended to encompass any Dispute between any Assignor Party and any Interested Party. The class is decertified; or · The person is excluded from parties hereby expressly agree, and each Interested Party in receipt of this Assignment acknowledges that the class by the court. Such forbearance to enforce an agreement to arbitrate arbitration provision in this Section 10(c) shall not constitute a waiver of any rights under this Agreement except apply to the extent stated hereintrustee of the Assignor in respect of its rights, duties, protections and immunities under the Trust Documents.

Arbitration. (a) The Executive and the Company agree that if a dispute arises concerning or relating to the Executive’s employment with the Company, or the termination of the Executive’s employment, such dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association regarding resolution of employment disputes in effect at the time such dispute arises. The arbitration shall take place in New York, New York, before a single experienced arbitrator licensed to practice law in New York and selected in accordance with the American Arbitration Association rules and procedures. Except as provided below, the Executive and the Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to or arising from the Executive’s employment with the Company or his termination, including disputes over rights provided by federal, state, or local statutes, regulations, ordinances, and common law, including all laws that prohibit discrimination based on any protected classification. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including expressly waive the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than , and different from discovery conducted in connection with litigation; (iv) agree that the arbitrator's ’s award is shall be final and binding on both parties, and shall not required be appealable. The arbitrator shall have discretion to include factual findings or legal reasoning; award monetary and (v) a party's right to appeal or seek modification of rulings by other damages, and any other relief that the arbitrator will be strictly limiteddeems appropriate and is allowed by law. Such arbitration will be conducted The arbitrator shall have the discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in New York according bringing or defending an action, and shall award such costs and fees to the securities Executive in the event the Executive prevails on the merits of any action brought hereunder. (b) The Company shall pay the cost of any arbitration rules then proceedings under this Agreement if the Executive prevails in effect of such arbitration on at least one substantive issue. (c) The Company and the American Arbitration Association. Both parties understand Executive agree that the other party may initiate arbitration by serving sole dispute that is excepted from Section 21(a) is an action seeking injunctive relief from a court of competent jurisdiction regarding enforcement and application of Sections 7, 8 or mailing a written notice to the other party hereto by certified mail10 of this Agreement, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it which action may be entered brought in any court having jurisdiction. This addition to, or in place of, an arbitration provision shall be enforced and interpreted exclusively proceeding in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinSection 21(a).

Arbitration. (a) All disputes between Consultant, including any employees of Consultant, and the Company relating in any way to this Agreement or the Services to be performed under this Agreement (including, but not limited to, claims for breach of contract, tort, discrimination, harassment, and any violation of federal or state law) (“Arbitrable Claims”) shall be resolved by arbitration before a neutral arbitrator. (b) The arbitrator shall be selected and the arbitration hearing conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association and shall take place in the county set forth in Exhibit A, unless otherwise agreed by the parties. Arbitration shall be final and binding upon the parties understand and agree thatshall be the exclusive remedy for all claims covered by this arbitration provision. Either party may bring an action in court to compel arbitration under this Agreement, to enforce an arbitration award or to obtain temporary injunctive relief pending a judgment based on the arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. (c) The Federal Arbitration Act shall govern the interpretation and enforcement of this section, except if any court finds that the Federal Arbitration Act does not apply, the California Arbitration Act shall govern the interpretation and enforcement of this section. If any court or arbitrator finds that any term makes this section unenforceable for any reason, the court or arbitrator shall have the power to modify such term (or if necessary delete such term) to the minimum extent necessary to make this section enforceable to the fullest extent permitted by law. (d) THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regardINCLUDING WITHOUT LIMITATION, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in courtANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mailEXISTENCE, return receipt requested. Any award the arbitration panel makes will be finalVALIDITY, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinOR ENFORCEABILITY OF THIS AGREEMENT TO ARBITRATE.

Arbitration. To the fullest extent permitted by law and subject to Section 5(k) hereof, the parties hereto agree that any controversy or claim arising out of or relating to this Agreement, whether based on contract, tort, statute or other legal or equitable theory (including any claim of fraud, intentional misconduct, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this Section 5(l) or the breach or termination hereof) (a “Dispute”), shall be resolved in binding arbitration in accordance with the following provisions: A. Such Dispute shall be resolved by binding arbitration to be conducted before JAMS in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures as in effect at the time of the arbitration. B. Such arbitration shall consist of three (3) arbitrators, with one arbitrator to be appointed by each party and the third to be appointed by the two (2) arbitrators so appointed. C. Such arbitration shall be held in the Borough of Manhattan, City of New York, State of New York, or such other location to which the parties hereto may agree. D. To the extent the arbitrators agree to permit the parties hereto to conduct discovery in connection with any arbitration proceeding, any such discovery shall be subject to the arbitrators and the parties hereto entering into a mutually acceptable confidentiality agreement. E. The parties understand hereto agree that the arbitrators may grant any legal or equitable remedy which would otherwise be available from a court of competent jurisdiction under applicable law, including specific performance or injunctive relief; provided, however, that before the arbitration panel is selected as provided in this Agreement, provisional relief, including temporary restraining orders, temporary protective orders, and agree thatpreliminary injunctive relief, pending arbitration or in aid of arbitration or both shall be available solely from the federal and state courts of the State of Delaware as provided in Section 5(k). F. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof and enforcement of the award may be sought in any manner permitted by applicable law. G. Expenses, attorneys’ fees and costs incurred in such binding arbitration shall be the obligation of and paid by the party incurring such fees and expenses. The parties shall share equally all expenses of JAMS (including those of the arbitrators) incurred in connection with any arbitration. If JAMS is unable or unwilling to commence arbitration with regard to any such Dispute within thirty (30) calendar days after the parties have met the requirements for commencement as set forth in Rule 5 of the JAMS Comprehensive Arbitration Rules and Procedures, then the Disputes shall be resolved by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), before three (3) arbitrators selected pursuant to, and subject to the provisions of, Section 5(l)B hereof. Any such arbitration shall be subject to the provisions of subparagraphs B through G above (as if the AAA were JAMS). If the AAA is unable or unwilling to commence such arbitration within thirty (30) calendar days after the parties have met the requirements for such commencement set forth in the aforementioned rules, then either party may seek resolution of such Dispute through litigation in accordance with Section 5(k) hereof. Except as may be necessary to enter judgment upon the award or to enforce the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrators, the parties and their counsel, and each of their agents, and employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any individual, partnership, limited liability company, corporation, trust or other association or entity not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award or as required by applicable law. Any court proceedings relating to the arbitration hereunder, including, without limiting the generality of the foregoing, any proceeding for provisional relief, including temporary restraining orders, temporary protective orders, and preliminary injunctive relief, pending arbitration or in aid of arbitration or both or any proceeding seeking to enforce, confirm, modify or vacate an arbitration award, shall be filed under seal with the court, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant . Any party may seek to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's enter or enforce an award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered arbitrators in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including any jurisdiction (where the Federal Arbitration Act. Any costs, fees, party against which enforcement is sought has operations or taxes involved in enforcing owns assets) by suit on the award shall be fully assessed against and paid or in any other manner provided by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinapplicable law.

Arbitration. The Client agrees to direct any complaints regarding the handling of Client’s account to IAR and the LPL Legal Department in writing. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties understand and agree that, as follows: • All parties to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant are giving up the right to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; (ivcourt proceedings. • The arbitrators do not have to explain the reason(s) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) for their award, unless, in an eligible case, a party's right to appeal or seek modification of rulings joint request for an explained decision has been submitted by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. In consideration of opening one or more accounts for you, you agree that any controversy between you and LPL and/or your IAR arising out of or relating to your account, transactions with or for you, or the construction, performance, or breach of this Agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requestedFinancial Industry Regulatory Authority. Any arbitration award the arbitration panel makes will hereunder shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall You understand that you cannot be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement required to arbitrate shall any dispute or controversy nonarbitrable under federal law. MAXIMUM FEE (ANNUALLY) 2.50% MUTUAL FUNDS PURCHASE OR LIQUIDATION $5.00 Advisory The listed fees below do not constitute a waiver of any rights under this Agreement except include advisory fees. These fees apply to the extent stated hereinfollowing LPL Financial program accounts: Strategic Asset Management (▇▇▇), ▇▇▇ ▇▇, Optimum Market Portfolios, Advisory and Brokerage (OMP), Model Wealth Portfolios (MWP), Personal Wealth Portfolios (PWP) and Manager Select. Some of these fees may not apply to all of these account types. Some of these fees may be waived under certain conditions.1 Transaction Fee/Service Charge2 $5 Per transaction Corporate Actions — Mandatory (if securities are in physical form) $15 Per security Corporate Actions — Voluntary or Mandatory with Options (if election is made) $25 Per security Express Mail/Overnight Delivery $15 Per shipment unless otherwise noted Extension for Money or Securities Received Past Settlement $15 Per event Interest Charged for Money or Securities Received Past Settlement Cash Due Interest Rate Begins accruing 3 days after trade settlement Legal Transfer — for processing of certificate requiring legal documentation (e.g., power of attorney, court appointment, death certificate, corporate resolution, etc.) $20 Per security Outgoing Account Transfer — for processing full account transfer of all assets and positions to another financial institution (excludes retirement accounts) $125 Per account Outgoing Account Transfer Check — for processing outgoing account transfer of physical checks $15 Per check over $1,000 Return/Rejected Item/Non-Sufficient Funds (NSF) $20 Per item Small Account Fee3 $10 Per quarter (for accounts below $100,000) Annual ▇▇▇ Maintenance — for custodial and tax reporting services provided to maintain an individual retirement account (▇▇▇)4 $40 Per year/per account

Arbitration. The (a) If a dispute arises out of or relates to this Agreement or the breach thereof, the parties understand agree to use their commercially reasonable efforts to resolve such dispute within a reasonable time through negotiations and efforts by the affected parties. If such dispute cannot be resolved by negotiation, the parties agree thatto submit the dispute to a sole mediator selected by the parties, or, if the parties are unable to agree to the sole mediator, the parties agree to submit the dispute to mediation under the rules of the American Arbitration Association (“AAA”). If not thus resolved, the dispute will be referred to a single arbitrator selected by the parties within thirty (30) days after the conclusion of mediation, or in the absence of such agreement on such selection, to AAA for selection in accordance with the extent permitted by law, all claims rules of the AAA. (b) Any resolution reached through mediation or award arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) shall be limited to a holding for or against a party, and affording such arbitration will be final monetary remedy as is deemed equitable, just and binding on within the partiesscope of this Agreement; (ii) the parties are hereby waiving their rights to seek remedies may in court, including the right to a jury trialappropriate circumstances include injunctive relief; and (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal United States Arbitration Act. Any costs. (c) The arbitrator may not limit, fees, expand or taxes involved in enforcing otherwise modify the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement terms of this Agreement. No person . (d) The laws of the Commonwealth of Virginia shall bring a putative or certified class action apply to any mediation, arbitration, nor seek or litigation (for specific performance or interim measures as set forth in paragraph (f)) arising under this Agreement. All disputes and matters arising under, in connection with, or incident to enforce any pre-dispute arbitration agreement against any person who has initiated this Agreement which are to be litigated, if at all, shall be litigated in and before the United States District Court for the Eastern District of Virginia or the courts of Fairfax County, Virginia. (e) A request by a party to a court for interim measures or specific performance necessary to preserve a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance party’s rights and remedies for resolution pursuant to enforce an agreement to arbitrate this Section shall not constitute be deemed a waiver of any rights under this Agreement except the obligation to mediate or agreement to arbitrate. (f) The parties, their representatives, other participants and the extent stated hereinmediator or arbitrator shall hold the existence, content and result of mediation or arbitration in confidence.

Arbitration. The parties understand Except as set forth in Section 14.6 of this Agreement, Seller, TPC and Buyer agree thatthat all disputes, to the extent permitted by law, all controversies or claims arising that may arise out of the transactions contemplated by this Agreement will Agreement, or the breach, termination or invalidity thereof, shall be resolved through final submitted to, and determined by, binding arbitration. Such arbitration shall be conducted pursuant to the terms hereof. In this regard, Commercial Arbitration Rules (the parties acknowledge and agree that: (i"Rules") such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice , except to the other extent such Rules are inconsistent with this Section 15.9. If the amount in controversy in the arbitration exceeds $100,000, exclusive of interest, attorneys' fees and costs, the arbitration shall be conducted by a panel of three (3) neutral arbitrators. Otherwise, the arbitration shall be conducted by a single neutral arbitrator. The arbitrator(s) shall be selected pursuant to the Rules. Exclusive venue for such arbitration shall be in Wilmington, Delaware. The arbitrator(s) shall apply the internal laws of the State of Delaware (without regard to conflict of law rules) in determining the substance of the dispute, controversy or claim and shall decide the same in accordance with the applicable usages and terms of trade. Evidentiary questions shall be governed by the Federal Rules of Evidence. The arbitrator(s)' award shall be in writing and shall set forth the findings and conclusions upon which the arbitrator(s) based the award. The prevailing party hereto by certified mailin any such arbitration shall be entitled to recover its reasonable attorneys' fees, return receipt requestedcosts and expenses incurred in connection with the arbitration. Any award pursuant to such arbitration shall be final and binding upon the arbitration panel makes will be finalparties hereto, and judgment on it the award may be entered in any federal or state court sitting or located in the State of Ohio or in any other court having jurisdiction. This arbitration provision The provisions of this Section 15.9 shall be enforced and interpreted exclusively in accordance with applicable Federal law, including survive the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement termination of this Agreement. No person shall bring A party hereto may seek and obtain from a putative court of competent jurisdiction a temporary restraining order, temporary injunction or certified class action other temporary emergency relief without first having to submit such dispute to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's ’s award is not required to include factual findings or legal reasoning; and (v) a party's ’s right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys attorneys’ fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to SigOpt’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and agree that, patents) or if you opt out of this agreement to the extent permitted by lawarbitrate, all claims arising out of or relating to this Agreement will and your use of the Service shall be resolved through final and finally settled by binding arbitration pursuant administered by the American Arbitration Association (“AAA”) in accordance with the provisions of its Commercial Arbitration Rules and of its supplementary procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the terms hereofarbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. In this regard, the parties acknowledge and agree that: (i) such arbitration will The arbitrator’s award shall be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered as a judgment in any court having of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, SigOpt will pay the additional cost. You and SigOpt hereby expressly waive trial by jury. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if SigOpt is a party to the proceeding. This arbitration dispute resolution provision shall will be enforced and interpreted exclusively in accordance with applicable Federal law, including governed by the Federal Arbitration Act. Any costsThe parties understand that, feesabsent this mandatory provision, or taxes involved in enforcing they would have the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled right to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated ▇▇▇ in court and have a putative class action who is a member jury trial. They further understand that, in some instances, the costs of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from arbitration could exceed the class by costs of litigation and that the right to discovery may be more limited in arbitration than in court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and agree thatincluding statutory, common law, intentional tort and equitable claims) arising from or relating to this Sale Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Sale Agreement (including, to the full extent permitted by applicable law, all claims arising out relationships with third parties who are not signatories to this Sale Agreement), HBH’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under the Code of this Agreement will be resolved through final and binding arbitration pursuant to Procedure of ▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇ (the terms hereof. In this regard, the parties acknowledge and agree that: (i“Code”) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect at the time the claim is filed. The Code is available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇. Notwithstanding any choice of the American Arbitration Association. Both parties understand that the other party may initiate law provision included in this Sale Agreement, this arbitration by serving or mailing a written notice agreement is subject to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration ActAct (9 U.S.C. 1-16) and the New York Convention on the Enforcement of Arbitration Awards (9 U.S.C. 201-208 or as codified in the jurisdiction where enforcement of the award is sought). Hearings shall be held as provided by the Code and if any In-person Hearing is required, it shall be held in Rockville, Maryland. Any costscourt having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party shall bear its own cost of any legal representation, feesdiscovery, or taxes involved in enforcing research required to complete arbitration. ORDERS; PAYMENT TERMS; INTEREST; TAXES: Orders are not binding upon HBH until accepted by HBH. Terms of payment are within HBH’s sole discretion. Invoices are due and payable within the award shall be fully assessed against and paid time period noted on the invoice, measured from the date of the invoice. HBH may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by the party resisting enforcement of said awardlaw. The prevailing party shall also be entitled to an award of reasonable attorneys fees Customer is responsible for sales and costs incurred in connection all other taxes associated with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated hereinorder.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · ·; The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The parties understand and agree that, Notwithstanding anything to the extent permitted contrary (including, without limitation, any other written agreement by lawand between you and any Ribbon Entity): 1. Any controversy, all claims dispute or claim arising out of or relating to this Agreement or the breach hereof (a “Dispute”) which cannot be settled by mutual agreement will be resolved through final and finally settled by binding arbitration pursuant in the Province of Ontario, before a single arbitrator. The arbitrator may enter a default decision against any party who fails to participate in the terms hereofarbitration proceedings, subject to applicable law. 2. In this regard, The decision of the parties acknowledge and agree that: (i) such arbitration will be final and binding arbitrator on the parties; (ii) the parties are hereby waiving their rights to seek remedies points in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes dispute will be final, non-appealable and binding, and judgment on it the award may be entered in any court having jurisdictionjurisdiction thereof. 3. This arbitration provision shall The fees and expenses of the arbitrator will be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid shared equally by the parties, and each party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys will bear the fees and costs incurred expenses of its own lawyer in connection with any Dispute; provided that, to the enforcement extent the arbitrator determines you have prevailed on at least one material issue involved in any Dispute commencing during the Change in Control Protection Period, the Company shall reimburse you for all reasonable legal fees in connection with such Dispute. 4. The parties agree that this Section 7(g) has been included to resolve any Disputes, and that this Section 7(g) will be grounds for dismissal of any court action commenced by either party with respect to this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any preother than post-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance actions seeking to enforce an agreement arbitration award or actions seeking an injunction or temporary restraining order. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a Dispute to arbitrate shall proceed, the parties hereto hereby waive, to the maximum extent allowed by law, any and all right to a trial by jury in or with respect to such litigation. 5. The parties will keep confidential, and will not constitute a waiver disclose to any person, except as may be required by law or the rules and regulations of the U.S. Securities and Exchange Commission or other government agencies, the existence of any rights under this Agreement except controversy hereunder, the referral of any such controversy to arbitration or the extent stated hereinstatus or resolution thereof.

Arbitration. The parties understand Client agrees to direct any complaints regarding the handling of the Account to Advisor, FutureAdvisor and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding LPL Legal Department in writing. This agreement contains a pre-dispute arbitration pursuant to the terms hereofclause. In this regard, By signing an arbitration agreement the parties acknowledge and agree thatas follows: (i) such arbitration will be final and binding on • All parties to this agreement are giving up the parties; (ii) the parties are hereby waiving their rights right to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; (ivcourt proceedings. • The arbitrators do not have to explain the reason(s) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) for their award, unless, in an eligible case, a party's right to appeal or seek modification of rulings joint request for an explained decision has been submitted by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement. In consideration of opening one or more accounts for you, you agree that any controversy between you and LPL, Advisor and/or FutureAdvisor arising out of or relating to your Account, transactions with or for you, or the construction, performance, or breach of this agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate Financial Industry Regulatory Authority, Inc. Any arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will hereunder shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall You understand that you cannot be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement required to arbitrate shall not constitute a waiver of any rights dispute or controversy non-arbitrable under this Agreement except federal law. Client agrees to pay the extent stated herein.following fees for the Account (collectively, the “Account Fee”):

Arbitration. The parties understand and agree that(a) In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the extent permitted by lawinterpretation, all claims arising out performance, nonperformance, validity, breach or termination of this Agreement will or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including, without limitation, any claim based on contract, tort, statute or constitution (collectively, "AGREEMENT DISPUTES"), such Agreement Dispute shall be resolved through final and binding determined by arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to City in the securities arbitration rules then English language, in effect accordance with the then-existing International Arbitration Rules of the American Arbitration Association. Both Association (the "RULES") except however if such Agreement Dispute arises as a result of or in connection with a third party claim against one of the parties understand that the other party may initiate arbitration by serving or mailing hereto pending in a written notice court of competent jurisdiction to the other extent that resolving such Agreement Dispute outside of such court of competent jurisdiction is reasonably likely to expose a party hereto by certified mailto conflicting judgments. In any dispute between the parties hereto, return receipt requestedthere shall be one arbitrator. Any judgment or award rendered by the arbitration panel makes will arbitrator shall be final, binding and judgment nonappealable (except as provided by federal law). If the parties are unable to agree on it may be entered in any court having jurisdiction. This arbitration provision an arbitrator, the arbitrator shall be enforced and interpreted exclusively selected in accordance with applicable Federal lawthe Rules. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Section 10.8 shall be determined by the arbitrator. In resolving any dispute, the parties intend that the arbitrator apply the substantive laws of the State of New York, without regard to the choice of law principles thereof. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The undersigned agree to comply with any award made in any such arbitration proceedings that has become final in accordance with the Rules and agree to enforcement of or entry of judgment upon such award, by any court of competent jurisdiction, including (a) the Federal Arbitration Act. Any costsSupreme Court of the State of New York, feesNew York County, or taxes involved (b) the United States District Court for the Southern District of New York, in enforcing the award accordance with Section 10.15. The arbitrator shall be fully assessed against entitled, if appropriate, to award any remedy in such proceedings, including, without limitation, monetary damages, specific performance and paid by all other forms of legal and equitable relief; PROVIDED, HOWEVER, the party resisting enforcement of said award. The prevailing party arbitrator shall also not be entitled to an award punitive damages. The parties hereto waive any rights to claim any punitive damages. Without limiting the provisions of reasonable attorneys fees the Rules, unless otherwise agreed in writing by or among the relevant parties or permitted by this Agreement, the undersigned shall keep confidential all matters relating to the arbitration or the award, PROVIDED such matters may be disclosed (i) to the extent reasonably necessary in any proceedings brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by law. The arbitrator shall have the authority to apportion costs incurred of the arbitration, including those costs specified by Article 31 of the Rules, in accordance with the arbitrator's disposition of the merits of the claims. Nothing contained herein is intended to or shall be construed to prevent any party, in accordance with Article 21(3) of the Rules or otherwise, from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver subject matter of any rights Agreement Disputes. (b) Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement except during the course of dispute resolution pursuant to the extent stated hereinprovisions of Section 10.8(a) with respect to all matters not subject to such dispute, controversy or claim.

Arbitration. The parties understand Client agrees to direct any complaints regarding the handling of Client’s account to IAR and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding LPL Legal Department in writing. This agreement contains a predispute arbitration pursuant to the terms hereofclause. In this regard, By signing an arbitration agreement the parties acknowledge and agree thatas follows: (i) such arbitration will be final and binding on • All parties to this agreement are giving up the parties; (ii) the parties are hereby waiving their rights right to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and different from discovery conducted in connection with litigation; (ivcourt proceedings. • The arbitrators do not have to explain the reason(s) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) for their award, unless, in an eligible case, a party's right to appeal or seek modification of rulings joint request for an explained decision has been submitted by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according all parties to the panel at least 20 days prior to the first hearing date. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement. In consideration of opening one or more accounts for you, you agree that any controversy between you and LPL and/or your IAR arising out of or relating to Account, transactions with or for you, or the construction, performance, or breach of this agreement whether entered into prior, on or subsequent to the date hereof, shall be settled by arbitration in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requestedFinancial Industry Regulatory Authority. Any arbitration award the arbitration panel makes will hereunder shall be final, and judgment on it upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall You understand that you cannot be enforced and interpreted exclusively in accordance with applicable Federal required to arbitrate any dispute or controversy nonarbitrable under federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute predispute arbitration agreement against any person who has initiated in court a putative class action action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The or (ii) the class is decertified; or · The person (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement agreement except to the extent stated herein. $ VALUE OF ASSETS UNDER MANAGEMENT MAXIMUM FEE (ANNUALLY) $25,000 + 3.00% For Retirement Accounts, 12b-1 fees paid to LPL by mutual funds held in the Account will be credited to the Account. Such credits will be reflected in monthly account statements and quarterly performance reports. No portion of the 12b-1 fees for Retirement Accounts may be utilized for the benefit of LPL or the IAR. For purposes of this Schedule A, a Retirement Account is an account of a Client that is an ERISA Plan or a plan otherwise subject to Section 4975 of the Internal Revenue Code. Accounts with assets valued at less than $100,000 at the end of the quarter will be assessed an additional $10.00. Accounts with hedge funds, managed futures and REITS will be assessed an annual Alternative Investment Administrative Fee of $35.00 per position, subject to a maximum of $100.00 per account per year. MUTUAL FUNDS PURCHASE OR LIQUIDATION FULL PARTICIPATING FUND* $0.00 PARTIAL PARTICIPATING FUND* $4.50 NON-PARTICIPATING FUND $26.50 SYSTEMATIC PURCHASES AND REDEMPTIONS (ONLY CERTAIN FUNDS ARE ELIGIBLE) NO CHARGE TO CLIENT EXCHANGES (ONLY CERTAIN FUNDS ARE ELIGIBLE) NO CHARGE TO CLIENT WIRE PURCHASE AND REDEMPTION FEES (IF APPLICABLE) VARIES * A Full Participating Fund is one that pays 12b-1 fees and/or subtransfer agent fees which are retained by LPL in amounts sufficient to cover the majority of LPL trading costs. A Partial Participating Fund is one that pays either 12b-1 fees or subtransfer agent fees which are used to reduce LPL trading costs. PURCHASE OR LIQUIDATION $50.00 UIT PURCHASE OR LIQUIDATION $35.00 PURCHASE OR LIQUIDATION $9.00 PURCHASE OR LIQUIDATION $25.00 Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect can include: ƒ Social Security number ƒ Investment experience ƒ Income ƒ Account transactions ƒ Assets ƒ Retirement assets When you are no longer our customer, we will continue to hold your information and share it as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons LPL Financial chooses to share; and whether you can limit this sharing. Reasons We Can Share Your Personal Information Does LPL Financial share? Can you limit this sharing? For our everyday business purposes Such as to process and service your transactions, report on transactions, maintain your account(s), respond to court orders, regulatory and legal investigations, or report to credit bureaus. Yes No For our marketing purposes We do not share information with our affiliates or other non-affiliated third parties to offer you products and services without your consent. No No For joint marketing with other financial companies Federal and certain state laws give us the right to share your information with banks, credit unions, retirement plans and other financial institution programs with which you are a customer and where a formal agreement exists between us and them to provide or market financial products or services to you. However, we will not share your information with these financial companies for marketing purposes if your financial advisor is not affiliated with them without your consent, but we may share information with these financial companies where necessary to service your accounts. Yes No For clients of financial institutions and LPL Financial If you are a customer of a bank, credit union, or other financial institution program with which we have a joint marketing agreement (such as under a bank or credit union investment services program) and your financial advisor with whom you work pursuant to that program terminates his or her relationship with us, we will permit your financial advisor to take your personal information with them or retain copies unless your bank, credit union, or other financial institution program does not approve of such transfer. For these types of programs, the Protocol described on next page will not apply. Please do not send in the Privacy Choices Notice form as it is not applicable to your account relationship with us. No No Tracking #1-071938 (exp. 05/13) Reasons We Can Share Your Personal Information Does LPL Financial share? Can you limit this sharing? For clients of independent advisors and LPL Financial If your financial advisor terminates his or her relationship with us and moves to another brokerage or investment advisory firm (“New Firm”), we or your financial advisor may disclose your personal information to the New Firm, unless you instruct us not to. If you do not want us or your financial advisor to disclose your personal information to the New Firm, and if you do not want your financial advisor to retain copies of your personal information when your financial advisor terminates his or her relationship with us, you may request that we and/or your financial advisor limit the information that is shared with the New Firm by filling out the Privacy Choices Notice which is attached to this Privacy Notice and mailing it to: Privacy Management; ▇/▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ Financial, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. You can withdraw your opt-out choice at any time by contacting us in writing at the address provided above. If your primary address is in a state that requires your affirmative consent to share your personal information with the New Firm (such as California, Massachusetts, Maine, Alaska, New Mexico, North Dakota, or Vermont), then you must give your written consent before we will allow your financial advisor to take any of your personal information to that New Firm. Please be aware that LPL Financial has entered into the Protocol for Broker Recruiting (Protocol) on September 4, 2008 with certain other brokerage firms, and if LPL Financial remains a signatory to the Protocol as of the effective date of your advisor’s termination from LPL Financial, then LPL Financial will permit your financial advisor to take your name, address, phone number, e-mail address, and the account title of the accounts serviced (or additional information as permitted if the Protocol is amended) while your financial advisor was associated with LPL Financial if your advisor joins one of these Protocol brokerage firms. Yes Yes Questions? Go to ▇▇▇.▇▇▇.▇▇▇ LPL Financial LLC and its Affiliates (collectively LPL Financial). Our affiliates include the following entities: ƒ Independent Advisors Group Corporation ƒ PTC Holdings, Inc. ƒ LPL Insurance Associates, Inc. ƒ The Private Trust Company, N.A. We do not share information among our affiliates for marketing purposes. How does LPL Financial protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We train our employees in the proper handling of personal information. We require companies that help provide our services to you to protect the confidentiality of personal information they receive. How does LPL Financial collect my personal information? We collect your personal information, for example, when you: ƒ Open an account ƒ Enter into an investment advisory account ƒ Apply for insurance ƒ Tell us about your investment or retirement portfolio ƒ Seek advice about your investments We also collect your personal information from others such as credit bureaus, affiliates, or other companies.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims All disputes arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted or in connection with litigation; (iv) this Agreement, including without limitation, its existence, validity, interpretation, performance, breach or termination, and any provisions of the arbitrator's award is not required to include factual findings or legal reasoning; Dealer Manager Agreement incorporated into this Agreement, shall be submitted to, and (v) fully and finally resolved by, binding arbitration, conducted on a party's right to appeal or seek modification of rulings by confidential basis, under the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities then current commercial arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice , except to the extent a claim is required to be arbitrated as specified in FINRA rules in which case the FINRA rules of arbitration will apply, in accordance with the terms of this Agreement (including the governing law provisions of this section) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1–16). All arbitration proceedings, and all documents, pleadings and transcripts associated therewith, shall be kept strictly confidential by all parties, their counsel and other advisors, employees, experts and all others under their reasonable control. Unless the parties otherwise agree, each party hereto by certified mailshall appoint one arbitrator and the two party-appointed arbitrators shall appoint the third arbitrator, return receipt requested. Any award who shall also be the chair of the arbitration panel makes (the "Arbitrator"). The parties will request that the Arbitrator issue written findings of fact and conclusions of law. The Arbitrator shall not be finalempowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment on it upon any arbitration award may be entered in any appropriate state or federal court within the County of New York, State of New York or any other court having competent jurisdiction. This All arbitration provision shall hearings will be enforced and interpreted exclusively held (i) for claims required to be arbitrated as specified in accordance with applicable Federal lawFINRA rules, including at the Federal Arbitration Act. Any costsNew York FINRA District Office, fees(ii) in all other cases, in New York, NY, or taxes involved (iii) in enforcing either case, at another mutually agreed upon site. In the award shall be fully assessed event that a third party brings an action or other proceeding against and paid by either party to this Agreement (a "Third-Party Action"), then the party resisting enforcement of said award. The prevailing to this Agreement against which or whom such Third-Party Action is brought or asserted, may in such Third-Party Action, litigate any related claim which it may have against the other party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member including, without limitation, by way of a putative class claim, indemnity, cross-claim, counterclaim, interpleader or other third-party action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement without being obligated to arbitrate shall not constitute a waiver of any rights under the same as otherwise provided in this Agreement Section XX, except to the extent stated hereinotherwise required in the FINRA rules regarding arbitration. In any such case, the matter which is the subject of such Third-Party Action (including any related claims, indemnity, cross-claim, counterclaim, interpleader or other third-party action, which either party hereto may have against the other) shall not be subject to arbitration, but shall be resolved exclusively within such Third-Party Action. Notwithstanding anything set forth herein to the contrary, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions in aid of arbitration, but such remedies will not be sought as a means to avoid or stay arbitration. In the event a court grants provisional remedies, the duration thereof shall last no longer than the Arbitrator (upon constitution of the arbitration panel) deems necessary to review such provisional remedies and render its own decision. Except as provided otherwise in Section 5 of the Dealer Manager Agreement, in any action or arbitration to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney's fees. Each party to this Agreement hereby waives a trial by jury in any legal action or proceeding relating to this Agreement.

Arbitration. The parties understand Except as provided in subsection (d) below, in the event any dispute arises out of or related to Executive’s employment with or by the Company, or separation/termination therefrom, which cannot be resolved by the Parties to this Agreement, such dispute shall be submitted to final and agree thatbinding arbitration. Except as provided in subsection (d) below, to arbitration of such disputes is mandatory and in lieu of any and all civil causes of action and lawsuits either party may have against the extent permitted by law, all claims other arising out of this Agreement Executive’s employment with the Company, or separation therefrom. (a) The arbitration shall be conducted in accordance with the National Rules for the resolution of Employment Disputes of the American Arbitration Association (“AAA”). If the Parties cannot agree on an arbitrator, a list of seven (7) arbitrators will be resolved through final requested from AAA, and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limitedselected using alternate strikes with Executive striking first. Subject to subsection (c) below, cost of the arbitration will be shared equally by Executive and Company. Such arbitration will shall be conducted held in New York according to Houston, Texas. (b) Judgment on the securities arbitration rules then in effect of award rendered by the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it arbitrator may be entered in any court having jurisdictionjurisdiction thereof by the filing of a petition to enforce the award. This arbitration provision shall Costs of filing may be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid recovered by the party resisting enforcement of said award. that initiates such action to have the award enforced. (c) The prevailing party Company shall also be entitled to an award of promptly reimburse Executive for all eligible, reasonable attorneys fees costs and costs expenses incurred in connection with any dispute, controversy, or claim submitted to binding arbitration in accordance with this Section in an amount up to, but not exceeding an amount equal to twenty percent (20%) of Executive’s Base Salary (or, if the dispute arises during the Consulting Period, Executive’s Base Salary as in effect immediately prior to the beginning of the Consulting Period) per taxable year of Executive, unless Executive was terminated for Cause, in which event Executive shall not be entitled to reimbursement unless and until it is determined he was terminated other than for Cause. To be eligible for reimbursement under this subsection (c), (1) the expenses must be incurred during the period beginning on the Effective Date and ending on the date that is ten years after the end of the Term and (2) the expenses must be submitted to the Company for reimbursement within ninety (90) days after the end of the taxable year of Executive in which the expenses were incurred. Amounts eligible for reimbursement shall be paid to Executive before the last day of the taxable year of Executive following the taxable year in which the expenses were incurred. The amount of expenses eligible for reimbursement during Executive’s taxable year may not affect the expenses eligible for reimbursement in any other taxable year of Executive. Executive’s right to reimbursement under this subsection (c) may not be assigned, alienated, or exchanged for any other benefit. (d) It is specifically agreed by the Parties that any enforcement action by the Company against Executive for equitable relief, including, but not limited to, injunctive relief under Section 5 of this Agreement shall not be subject to this Section requiring arbitration and that the Company shall not be required to seek arbitration against Executive for any purported violation by Executive of his obligations under Section 5 of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration. The Client agrees to direct any complaints regarding the handling of Client’s account to IAR and the LPL Legal Department in writing. • All parties understand and agree that, to this agreement are giving up the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant right to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies ▇▇▇ each other in court, including the right to a jury trialtrial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; (iii) pre-a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. • The arbitrators do not have to explain the reason(s) for their award. • The Panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and different from discovery conducted in connection any amendments thereto, shall be incorporated into this agreement. In consideration of opening one or more accounts for you, you agree that any controversy between you and LPL and/or your IAR arising out of or relating to Account, transactions with litigation; (iv) or for you, or the arbitrator's award is not required to include factual findings construction, performance, or legal reasoning; and (v) a party's right to appeal breach of this agreement whether entered into prior, on or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according subsequent to the securities date hereof, shall be settled by arbitration rules in accordance with the rules, then in effect effect, of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requestedFinancial Industry Regulatory Authority. Any arbitration award the arbitration panel makes will hereunder shall be final, and judgment on it judgement upon the award rendered may be entered in any court court, state or federal, having jurisdiction. This arbitration provision shall You understand that you cannot be enforced and interpreted exclusively in accordance with applicable Federal required to arbitrate any dispute or controversy nonarbitrable under federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute predispute arbitration agreement against any person who has initiated in court a putative class action action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: · The (i) the class certification is denied; · The or (ii) the class is decertified; or · The person (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement agreement except to the extent stated herein. Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect can include: • Social Security number• Income• Assets • Investment experience • Account transactions • Retirement assets When you are no longer our customer, we will continue to hold your information and share it as described in this notice How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons LPL Financial chooses to share; and whether you can limit this sharing. For our everyday business purposes Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No For our marketing purposes To offer our products and services to you No No For our affiliates’ everyday business purposes Information about your transactions and experiences No No For our affiliates’ everyday business purposes Information about your creditworthiness No No Questions? Go to ▇▇▇.▇▇▇.▇▇▇ Who is providing this notice? LPL Financial Corporation (“LPL Financial”) and its Affiliates What We Do How does LPL Financial protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We train our employees in the proper handling of personal information. We require companies that help provide our services to you to protect the confidentiality of personal information they receive. How does LPL Financial collect my personal information? We collect your personal information, for example, when you: • Open an account • Apply for insurance • Seek advice about your investments • Enter into an investment advisory account • Tell us about your investment or retirement portfolio We also collect your personal information from others such as credit bureaus, affiliates, or other companies. Why can’t I limit all sharing? Federal law gives you the right to limit only: • Sharing for affiliates’ everyday business purposes – information about your creditworthiness • Affiliates from using your information to market to you • Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. [See below for more on your rights under state law.] Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. Our affiliates include the following entities: • LPL Independent Advisor Services Group, LLC • Independent Advisers Group Corporation • LPL Insurance Associates, Inc. • PTC Holdings, Inc. • The Private Trust Company, N.A. • UVEST Financial Services Group, Inc. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. LPL Financial does not share with nonaffiliates so that they can market to you.

Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of 14.1 Any dispute under this Agreement will which is not settled by mutual consent shall be resolved through final and finally settled by binding arbitration pursuant to the terms hereof. In this regardarbitration, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection accordance with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect Commercial Arbitration Rules of the American Arbitration Association. Both parties understand that the other party may initiate arbitration Association by serving or mailing a written notice to the other party hereto by certified mailone (1) independent, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively neutral arbitrator appointed in accordance with applicable Federal lawsaid rules. The arbitration shall be held in San Francisco, California. The arbitrators shall determine what discovery shall be permitted, consistent with the goal of limiting the cost and time that the parties must expend for discovery; provided the arbitrators shall permit such discovery as they deem necessary to permit an equitable resolution of the dispute. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. Except as otherwise expressly provided in this Agreement, the costs of the arbitration, including the Federal Arbitration Act. Any costs, administrative and arbitrator(s)’ fees, or taxes involved in enforcing the award shall be fully assessed against and paid shared equally by the party resisting enforcement of said award. The prevailing parties and each party shall also be entitled to an award of reasonable attorneys bear its own costs and attorneys’ and witness’ fees and costs incurred in connection with the enforcement arbitration. A disputed performance or suspended performances pending the resolution of the arbitration must be completed within a reasonable time period following the final decision of the arbitrator(s). Any arbitration subject to this Agreement. No person Article shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member be completed within one (1) year from the filing of notice of a putative class action until: · request for such arbitration. The class certification is denied; · The class is decertified; or · The person is excluded from arbitration proceedings and the class decision shall not be made public without the joint consent of the parties and each party shall maintain the confidentiality of such proceedings and decision unless otherwise permitted by the courtother party. Such forbearance Any decision which requires a monetary payment shall require such payment to enforce an agreement to arbitrate shall not constitute a waiver be payable in United States dollars, free of any rights under this Agreement except tax or other deduction. The parties agree that the decision shall be the sole, exclusive and binding remedy between them regarding any and all disputes, controversies, claims and counterclaims presented to the extent stated hereinarbitrators. Any award may be entered in a court of competent jurisdiction for a judicial recognition of the decision and an order of enforcement. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Arbitration. (a) The Parties agree that any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement (including, but not limited to, any claim regarding or related to the interpretation, scope, effect, enforcement, termination, extension, breach, legality, remedies and other aspects of this Agreement or the conduct and communications of the parties understand regarding this Agreement and agree thatthe subject matter of this Agreement) or Executive’s employment with the Company shall be settled exclusively by binding arbitration under the auspices of the American Arbitration Association (“AAA”) in accordance with the AAA’s Employment Arbitration Rules and Mediation Procedures (the “Rules”). The Parties shall select a single neutral arbitrator from AAA’s Employment Dispute Resolution Roster in accordance with the Rules. (b) Except as otherwise provided in this Section 19, the arbitration process and hearing shall be conducted in accordance with the Rules. The arbitrator shall be governed by applicable federal, state, and/or local law and jurisdictionally limited to awarding relief that may be awarded in a court of law. The arbitrator shall have the authority to award compensatory damages and injunctive relief to the extent permitted by applicable law. The arbitrator shall not have the authority to award punitive or exemplary damages or attorneys’ fees except where expressly provided by applicable statute. (c) The award of the arbitrator may be enforced under the terms of the Federal Arbitration Act (9 U.S.C. §§ 1, et seq.) and/or under the law of any state to the maximum extent possible. If a court determines that the award is not completely enforceable, it shall be enforced and binding on both parties to the maximum extent permitted by law. If any part of this procedure is held to be void or unenforceable, the remainder of the procedure will be enforceable and any part may be severed from the remainder as appropriate. (d) All claims or disputes covered by this Section 19 must be brought in an individual capacity only and the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative, class, or collective proceeding. (e) Executive has read and understands this Section 19 which discusses arbitration. Executive understands that by signing this Agreement, Executive agrees to submit any claims arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach or termination thereof, or his employment or the termination thereof, to binding arbitration, and that this arbitration provision constitutes a waiver of Executive’s right to a jury trial and relates to the resolution of all disputes relating to all aspects of the employer/employee relationship, including but not limited to the following: (i) Any and all claims for wrongful discharge of employment, breach of contract, both express and implied; breach of the covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; (ii) Any and all claims for violation of any federal, state or municipal statute, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Equal Pay Act, as amended, Executive Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, and the Fair Labor Standards Act, as amended; and (iii) Any and all claims arising out of any other federal, state or local laws or regulations relating to employment or employment discrimination. (f) Notwithstanding the foregoing, this Section 19 shall not apply to any claim, action or proceeding to enforce or otherwise relating to the Parties’ obligations under Sections 7-8 of this Agreement or any other agreement between Executive and any of the Company Entities concerning non-disclosure, non-competition, non-solicitation or non-disparagement. (g) The Parties agree that the substance of the arbitration proceedings are to be treated as confidential, and that both Parties will be resolved through final and binding arbitration pursuant act to protect the terms hereofconfidentiality of the substance of the proceedings. In this regardBoth Parties agree that neither they nor their counsel or advisors will reveal or disclose the substance of the proceedings to any other person, except as required by subpoena, court order, or other legal process. If disclosure is compelled of one Party by subpoena, court order or other legal process, or as otherwise required by law, the parties acknowledge Party agrees to notify the other Party as soon as notice of such process is received and agree that: (i) such arbitration will before disclosure takes place. Nothing herein shall be final and binding on the parties; (ii) the parties are hereby waiving their rights deemed to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited. Such arbitration will be conducted in New York according to the securities arbitration rules then in effect prevent disclosure of the American Arbitration Association. Both parties understand that the existence of a controversy or an arbitration proceeding to any witness or other person who a Party reasonably believes possesses information concerning such controversy or arbitration proceeding, and shall not be interpreted to prevent any party may initiate arbitration by serving or mailing a written notice from taking any good faith action to the other party hereto by certified mail, return receipt requested. Any award prepare for the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable Federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until: · The class certification is denied; · The class is decertified; or · The person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights dispute under this Agreement except to the extent stated hereinSection.