Common use of Arbitration Clause in Contracts

Arbitration. a. All disputes under this Agreement shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes under this Agreement shall be settled by arbitration Arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment then most applicable rules of arbitration (the "AAA Rules") of the American Arbitration Association (shall be the "AAA"). Arbitration may be commenced at exclusive remedy for resolving any time by dispute or controversy between the Parties to this Agreement, including, but not limited to, any party hereto giving written notice (dispute regarding the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under application, interpretation or validity of this Section 7Agreement. The arbitrator shall be selected empowered to grant only such relief as would be available in a court of law. In the event of any conflict between this Agreement and the rules of the American Arbitration Association, the provisions of this Agreement shall be determinative. If the Parties are unable to agree upon an arbitrator, they shall select a single arbitrator from a list of seven arbitrators designated by the joint agreement office of the Corporation American Arbitration Association having responsibility for the city in which the Company's headquarters are located, all of whom shall be retired judges who are actively involved in hearing private cases, who are on the "Independent" (or "Gold Card") list, and Officer, but if they do not so agree within 20 days after the date who are residents of the giving area in which the Company's headquarters are located. If the Parties are unable to agree upon an arbitrator from such list, they shall each strike names alternatively from the list, with the first to strike being determined by lot. After each Party has used three strikes, the remaining name on the list shall be the arbitrator. Unless mutually agreed otherwise by the Parties, any arbitration shall be conducted at a location within fifty (50) miles from the location of the Arbitration NoticeCompany's headquarters. If the Parties cannot agree upon a location for the arbitration, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon determine the parties hereto and not subject to appeal; provided, however, that any location within such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereoffifty (50) mile radius. The fees and expenses of the arbitrator shall initially be shared borne equally by the parties; provided, however, that each Party shall initially be responsible for the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees of its own representatives and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitrationwitnesses. The prevailing party Party in the arbitration proceeding, as determined by the arbitrator, and in any enforcement or other court proceedings, shall also be entitled to recover the extent provided by law to reimbursement from the non-other party for all of the prevailing party reasonable attorneys' fees Party's costs (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating including but not limited to the specific enforcement of this Section 7 or judgment upon arbitrator's compensation), expenses and reasonable attorney's fees. Judgment may be entered on the award rendered by of the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partycourt having jurisdiction.

Arbitration. a. All disputes under Any dispute about the validity, interpretation, effect or alleged violation of this Agreement shall (an “arbitrable dispute”) must be settled by submitted to confidential arbitration in MiamiHouston, Florida, Texas. Arbitration shall take place before a single an experienced employment arbitrator pursuant licensed to practice law in such state and selected in accordance with the employment rules of arbitration (the "AAA Rules") Model Employment Arbitration Procedures of the American Arbitration Association (the "AAA")Association. Arbitration may shall be commenced at the exclusive remedy of any time by any party hereto giving written notice (arbitrable dispute. The Company shall bear all fees, costs and expenses of arbitration, including those of Executive unless the "Arbitration Notice") arbitrator finds that Executive has acted in bad faith and provides otherwise with respect to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement fees, costs and expenses of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appealExecutive; provided, however, that any such award in no event shall Executive be accompanied by a written opinion of chargeable with the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; providedfees, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses costs and expenses of the Company or the arbitrator) incurred . Should any party to this Agreement pursue any arbitrable dispute by such prevailing party in connection with any method other than arbitration, the arbitration. The prevailing other party shall also be entitled to recover from the non-prevailing party reasonable initiating the use of such method all damages, costs, expenses and attorneys' ’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating the use of such method. Notwithstanding anything herein to the specific enforcement contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Houston, Texas, for the purposes of any proceeding arising out of this Section 7 or judgment upon the award rendered by the arbitrator hereunderAgreement. However, in addition this arbitration agreement shall not apply to any claim: (i) for workers’ compensation or unemployment benefits; or (ii) by Company for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of Trade Secrets or Confidential Information, including but not limited to, matters described in Sections 12 and 13. With respect to which matters referred to in the prevailing party foregoing sub-paragraph (ii), the Company may be entitled. For purposes of seek and obtain injunctive relief in court, and then proceed with arbitration under this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyAgreement.

Arbitration. a. All disputes under this Agreement Any dispute that cannot be resolved by management negotiations as set forth in Section 12.2 above shall be settled resolved through binding arbitration by arbitration a retired judge or justice from the [AAA][JAMS] panel conducted in MiamiSan Diego, FloridaCalifornia, before administered by and in accordance with [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures] (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a single mutually-acceptable arbitrator, the arbitrator pursuant shall be appointed as provided for in [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures]. At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the employment rules extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of arbitration three (the "AAA Rules"3) per Party and shall be held within thirty (30) days of the American Arbitration Association (the "AAA")making of a request. Arbitration Additional depositions may be commenced at any time scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by any party hereto giving written notice (the "arbitrator for good cause shown. All objections are reserved for the Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be selected made within nine (9) months of the filing of the notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained Parties or by the AAAarbitrator, if necessary. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The expenses of the arbitrator shall initially be shared equally by the parties; providedprevailing Party in this dispute resolution process is entitled to recover its costs. Until such award is made, however, that the Parties shall share equally in paying the costs of the Arbitration. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator shall award concludes that there is no material issue of fact pending before the arbitrator. The existence, content, and results of any Arbitration hereunder is confidential information that is subject to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses provisions of the arbitrator) incurred by such prevailing party in connection with the arbitrationSection 13.1. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.MISCELLANEOUS

Arbitration. a. All disputes under this Agreement shall Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the "AAA"). Arbitration may The Parties shall select a mutually acceptable arbitrator knowledgeable about the issues relating to the subject matter of this Agreement. In the event the Parties are unable to agree upon an arbitrator, each Party will select an arbitrator and those two arbitrators shall in turn select a third arbitrator, all three of whom shall preside jointly over the matter. All documents, materials, and information in the possession of each Party that are in any way relevant to the dispute shall be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") made available to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation Party for review and Officer, but if they do not so agree within 20 copying no later than thirty (30) calendar days after the date notice of arbitration. The arbitrators shall have no authority to modify any provision of this Agreement or to award punitive damages. The arbitrators shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The arbitration will be held in New York, New York but the Parties may choose for themselves whether to appear in person, by phone, video conferencing, or through the submission of documents. The arbitration will be kept confidential among the Parties, the AAA, and the arbitrator(s), except as required in connection with any enforcement of such award or otherwise required by law. The Parties will pay an equal share of all costs and expenses related to compensation of the giving of the Arbitration Noticearbitrator, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive site, and binding upon the parties hereto and not subject to appeal; providedany administrative fees, however, except for that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may include the costs and expenses of arbitration and reasonable costs for expert and other witnesses. In any action arising hereunder or any separate action pertaining to a specific Claim, the prevailing party shall be awarded reasonable attorneys’ fees and costs, including in arbitration, mediation, trial, and any appeal. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all Parties, and may be entered in any court having jurisdiction thereofof competent jurisdiction. The expenses of Notwithstanding the arbitrator shall initially be shared equally by the parties; providedforegoing, however, that the arbitrator shall award any dispute as to the prevailing party all fees enforceability of this arbitration provision or its applicability to a specific Claim shall be adjudicated by a state or federal court located within New York, New York, and expenses (including, without limitation, attorneys' fees and expenses and expenses of not by an arbitrator. During the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result continuance of any judicial proceedings relating arbitration proceeding, the Parties shall continue to the specific enforcement of perform their respective obligations under this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyAgreement.

Arbitration. a. All disputes Disputes subject to mandatory or elective arbitration under the provisions of this Agreement shall will be settled by arbitration in Miami, Florida, before submitted to a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (or pursuant to such other provider of arbitration services or rules as the "AAA"). Arbitration Parties may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7agree. The arbitrator shall be selected knowledgeable of telecommunications issues. Each arbitration will be held in Dallas, Texas (SBC-SWBT); Chicago, Illinois (SBC-AMERITECH), San Francisco, California (PACIFIC); Reno, Nevada (NEVADA); or New Haven, Connecticut (SNET), as appropriate, unless the Parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) calendar days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the joint arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) calendar days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, Consequential Damages, multiple damages, or any other damages not measured by the prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. The times specified in this Section may be extended or shortened upon mutual agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered Parties or by the arbitrator shall be conclusive upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and binding upon the parties hereto and not subject to appeal; provided, however, that any such arbitrator. The arbitrator's award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awardfinal and binding and may be entered in any court having jurisdiction thereof. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyjurisdiction.

Arbitration. a. All disputes under this Agreement Any dispute hereunder shall be settled exclusively by binding arbitration in Miami, Florida, before a single arbitrator pursuant to in accordance with the employment rules Rules of arbitration (the "AAA Rules") Procedure for Arbitration of the American Arbitration Health Lawyers Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice"AHLA) to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and OfficerAlternative Dispute Resolution Service, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall occur in the city where Practice is located within sixty (60) days after a party gives notice to the other party of its election to trigger this arbitration clause. The expenses arbitrator shall be chosen in accordance with the rules of the arbitrator AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service is no longer in effect, then the arbitration shall initially be shared equally conducted as set out above by the parties; provided, however, that American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association then in effect. The arbitrator shall may award to the prevailing party all attorneys’ fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party. The parties shall share the costs of the arbitrator equally between them. Each party shall bear its own expenses of preparation for and participation in arbitration. The statute of limitations applicable to any claim shall be determined as if such claim were being asserted in the State where Practice is located, and such statute of limitations shall apply to preclude arbitration of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to the contrary, the parties reserve the right to proceed at any time in any court having jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights of self-help, including peaceful occupation of real property and collection of rents, set off, and peaceful possession of personal property, (ii) pre-judgment garnishment or attachment of property, (iii) a preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under any provision set forth herein, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of the arbitrator to grant similar remedies that may be requested by a party in a dispute. The agreement to arbitrate set forth in this Section may only be enforced by the parties to this Agreement and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be construed pursuant to and governed by the provisions of the Federal Arbitration Act, 9 U.S.C. §1, et seq.

Arbitration. a. All disputes under Written warnings, written warnings in lieu of a suspension without pay of two days/shifts or less, and suspensions of 24 hours or less shall not be subject to arbitration. Discipline imposed for time and attendance violations shall not be arbitrable. The Hospital and the Union agree to be bound by the rules and regulations of the Public Employment Relations Commission. In the case of non-disciplinary grievances and disciplinary grievances involving suspension (more than 24 hours), written warning in lieu of a suspension of more than 24 hours, involuntary demotion (not the result of a reduction in force) or discharge, if the Union is not satisfied with Step 1 Decision or a Step 1 Decision has not been issued within the required timeframe set forth herein, the Union may file a written requests for binding arbitration through the Public Employment Relations Commission (with copy provided simultaneously to the Director of Labor Relations). Requests for arbitration must be submitted to the Public Employment Relations Commission within thirty (30) calendar days of its receipt of the Step 1 Decision or the date that the Step 1 Decision was due. Nothing in this Agreement shall be settled by construed as compelling the Union to submit a grievance to arbitration. The Union’s decision concerning whether or not to request binding arbitration in Miami, Florida, before a single arbitrator pursuant shall be final as to the employment rules interests of arbitration (both the "AAA Rules") Union and the grievant. Each party to this Agreement shall bear the expenses of preparing and presenting its own case. The fees and the expenses of the American Arbitration Association (Arbitrator, together with any incidental expenses mutually agreed upon in advance, shall be borne equally by the "AAA")parties. Arbitration A transcript of all arbitration hearings may be commenced at any time taken. The Arbitrator shall have the right to subpoena relevant documents and witnesses if requested to do so by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7either party. The arbitrator shall be selected by restricted to the joint agreement application of the Corporation facts presented and Officershall have no authority to add to, detract from, alter, amend or modify any provision of this agreement, or to impose on either party a limitation or obligation not explicitly provided for in this agreement. The Arbitrator shall not have any authority to prescribe a monetary Award as a penalty for violation of this Agreement. Upon receipt of the arbitrator’s award, corrective action, if any, will be implemented as soon as practical, but if they do not so agree within 20 in any event no later than thirty (30) calendar days after the date receipt of the giving of the Arbitration Noticearbitrator’s award, the selection shall be made pursuant unless a party wishes to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for challenge the award. This provision for arbitration shall In the event such legal remedy is pursued, corrective action will be specifically enforceable implemented no later than fifteen (15) calendar days after final resolutions by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partycourts.

Arbitration. a. All disputes under Any dispute, claim or controversy based on, arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in MiamiAtlanta, FloridaGeorgia, before a single neutral arbitrator pursuant to in accordance with the employment rules National Rules for the Resolution of arbitration Employment Disputes (the "AAA “Rules"”) of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and OfficerAssociation, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The If the parties are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his discretion, award reasonable attorneys’ fees to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the arbitrator, and all other fees and costs, shall initially be shared equally borne by the partiesCompany. This Section 4(m) is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that neither this Agreement nor the arbitrator submission to arbitration shall award limit the parties’ right to the prevailing party all fees and expenses (seek provisional relief, including, without limitation, attorneys' fees injunctive relief, in any court of competent jurisdiction to the extent permitted by applicable law. The exclusive jurisdiction for any such action for provisional relief, including injunctive relief, shall be the state or federal courts located in the State of Georgia, and expenses and expenses the parties hereby consent to any such court’s exercise of personal jurisdiction over the arbitrator) incurred by parties for such prevailing party in connection with the purpose. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. The prevailing Both Executive and the Company expressly waive their right to a jury trial. Each party shall also be entitled to recover from warrants that it was represented by counsel in the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs negotiation and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement execution of this Section 7 or judgment upon Agreement, including the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitledattorneys’ fees provision herein. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.* * * *

Arbitration. a. All disputes under this Agreement You and Oaktree acknowledge and agree that, to the extent permitted by law, any and all disputes, claims or controversies arising out of or relating to the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or any similar provision of state or federal statutory or common law) shall be settled submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall take place in Los Angeles, California, and shall be conducted in accordance with the provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the demand for arbitration. The arbitration shall be held before and decided by a single neutral arbitrator, experienced in employment matters. You and Oaktree agree to participate in the arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7good faith. The arbitrator shall be selected have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the joint agreement arbitrator, the fees and costs of the Corporation arbitrator and Officerthe arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, but that Oaktree shall pay a greater portion (including, if they do not so agree within 20 days after the date required, all) of the giving fees and costs of the Arbitration Noticearbitrator and the arbitration where required by applicable law. The arbitrator shall apply California substantive law, the selection including any applicable statutes of limitation. Adequate discovery shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The award of the arbitrator, which shall be conclusive in writing summarizing the basis for the decision, shall be final and binding upon the parties hereto (subject only to limited review as required by law) and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered as a judgment in any court having competent jurisdiction, and the parties hereby consent to the jurisdiction thereofof the courts of the State of California. The expenses details, existence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to, or witness in, the arbitrator shall initially be shared equally by the partiesarbitration; provided, howeverthat a party may make such disclosures as are required by applicable law or legal process; provided, further that a party may make such disclosures to its attorneys, accountants or other agents and representatives who reasonably need to know the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party disclosed information in connection with any arbitration pursuant to this Section 9(h) and who are obligated to keep such information confidential to the arbitrationsame extent as such party. The prevailing If either you or Oaktree, as the case may be, receives a subpoena or other request for information from a third party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result that seeks disclosure of any judicial proceedings relating information that is required to be kept confidential pursuant to the specific immediately preceding sentence, or otherwise believes that it may be required to disclose any such information, you or Oaktree, as the case may be, shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. To the extent necessary, disclosure of the EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and Oaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, claims or controversies that shall be separate and distinct from any arbitration pursuant to this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party9(h).

Arbitration. a. All disputes Any arbitration under this Agreement shall take place at a location to be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected agreed by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appealParties; provided, however, that any such award shall be accompanied by in the event that the Parties are unable to agree on a written opinion location for an arbitration under this Agreement within five (5) days of the arbitrator giving the reasons for the award. This provision for demand therefor, such arbitration shall be specifically enforceable held in New York, New York if HPA is the Party that first demanded such arbitration or in London, England if Emergent is the Party that first demanded such arbitration. Any arbitration under this Agreement shall be administered by the parties American Arbitration Association under its Commercial Arbitration Rules then in effect (the “AAA Rules”). The Parties shall appoint an arbitrator by mutual agreement. If the Parties cannot agree on the appointment of an arbitrator within thirty (30) days of the demand for arbitration, an arbitrator shall be appointed in accordance with AAA Rules. The arbitrator shall have the authority to grant any equitable and judgment upon the award rendered by the arbitrator may legal remedies that would be entered available in any court having jurisdiction thereof. The expenses of judicial proceeding instituted to resolve the arbitrator shall initially be shared equally by the partiesDispute submitted to such arbitration in accordance with this Agreement; provided, however, that the arbitrator shall not have the power to alter, amend or otherwise affect the terms or the provisions of this Agreement. Judgment upon any award rendered pursuant to this Section may be entered by any court having jurisdiction over the prevailing party all fees and expenses (including, without limitation, attorneys' fees Parties other assets. The arbitrator shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and expenses attorneys’ fees and an equal share of the arbitrator) incurred by ’s fees and any administrative fees of arbitration, unless the arbitrator shall otherwise allocate such prevailing party in connection with costs, expenses and fees between the arbitrationParties. The prevailing party Parties agree that all arbitration awards shall also be entitled final and binding on the Parties and their Affiliates. The Parties hereby waive the right to recover from contest the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of award in any judicial proceedings relating court or other forum. Except to the specific enforcement extent necessary 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 this Section 7 an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or judgment upon equitable proceeding based on the award rendered dispute, controversy or claim would be barred by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes applicable English statute of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partylimitations.

Arbitration. a. All disputes under this Agreement After the procedure set forth in paragraph 36.2, if one of the Parties or one of the signatories considers there are conditions for an amicable solution to the dispute or controversy referred to in such paragraph, it may submit such issue to arbitration ad hoc, using the Arbitration Rules of the United Nations Commission on International Trade Law – UNCITRAL as a parameter, according to the following precepts: the arbitrators shall be settled appointed as determined by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules Arbitration Rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA")UNCITRAL; three arbitrators shall be appointed. Arbitration may be commenced at any time by any Each interested party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7shall choose an arbitrator. The arbitrator two arbitrators so appointed shall be selected by designate the joint third arbitrator, who shall preside over the panel; upon agreement of the Corporation interested parties, a sole arbitrator may be appointed in the events the amounts involved are not high; the city of Rio de Janeiro, Brazil, shall be the seat of the arbitration and Officerthe place where the arbitration award is rendered; the language of the arbitration proceeding shall be the Portuguese. However, but the interested parties may support the proceeding with testimonies or documents in any other language, if the arbitrators so decide, with no need for a sworn translation; any and all expenses required for installation and development of the arbitration, such as costs and advance payment of arbitrator’s and expert’s fees, shall be exclusively borne by the Contractor. The Contracting Party shall reimburse such amounts only upon a final conviction, as decided by the arbitrators; on the merits, the arbitrators shall decide based on the Brazilian laws; the arbitration award shall be final and its content shall bind the interested parties. Any amounts possibly payable by the Contracting Party or ANP shall be paid off by a special judicial order, except in the event of administrative acknowledgement of the request; and if preliminary injunctions or urgent protective measures are required before arbitration, the interested Party may request them directly from the Judiciary Branch, based on the Applicable Laws and Regulations, and they do shall be cancelled if arbitration is not so agree filed within 20 thirty (30) days after of the date of the giving effectiveness of the decision. The interested parties may, by mutual agreement, choose to file the arbitration with the International Court of Arbitration Noticeof the International Chamber of Commerce or with another notoriously recognized, reputable arbitration panel, according to the rules of the chamber chosen, provided that the provisions of sub-items “b” to “i” of paragraph Erro! Fonte de referência não encontrada. are observed. The interested parties shall have thirty (30) days to choose the arbitration panel. Upon disagreement, the selection arbitration panel shall be made pursuant defined by the Contracting Party. If the dispute or controversy involves only entities forming part of the Federal Public Administration, the issue may be submitted to the AAA Rules Chamber of Conciliation and Arbitration of the Federal Administration – CCAF of the Office of the Attorney General of the Union. The Parties hereby represent to be aware that the arbitration addressed by this Section refers exclusively to disputes arising from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive Agreement or related thereto and binding upon the parties hereto and not subject is intended to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award settle only litigations related to the prevailing party all fees and expenses (includingequity rights available, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitrationunder Law No. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party9,307/1996.

Arbitration. a. All disputes The parties hereto agree that any and all disputes, complaints, controversies, claims and grievances, in law or in equity, arising under, out of, in connection with, or in any manner related to this Agreement, Executive’s employment with the Company or the termination of Executive’s employment with the Company, including without limitation, claims alleging breach of contract, common law claims, tort claims or claims under this Agreement any statutes or other laws (collectively, the “Disputes” and singularly a “Dispute”), shall be settled resolved to the fullest extent permitted by law, by confidential final, binding arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules Mumbai Centre for International Arbitration Rules of arbitration before a panel of three (3) arbitrators. Each party shall nominate one (1) arbitrator each and the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The third arbitrator shall be selected appointed by the joint agreement two (2) arbitrators nominated by the Parties. The third arbitrator shall be someone who was a former Justice of the Corporation and OfficerSupreme Court of India or a former Judge of a High Court within India. Arbitration proceedings shall be held in Bangalore, but if they do not so agree within 20 days after India. The arbitrators shall (a) have the date authority to compel adequate discovery for the resolution of the giving dispute and to award relief as would otherwise be permitted by applicable law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the Arbitration Notice, award. Both Executive and the selection Company shall be made pursuant entitled to all rights and remedies that either Executive or the AAA Rules from the panels Company would be entitled to pursue in a court of arbitrators maintained by the AAAlaw. Any The award rendered by the arbitrator arbitrators shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties final and judgment upon the award rendered by the arbitrator may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The expenses fees of arbitration and the cost of the arbitrator arbitration proceedings including but not limited to the arbitrator’s costs, legal fees and costs, shall initially be shared equally borne by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitrationunsuccessful party. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitledEXECUTIVE AND THE COMPANY AGREE THAT THE FOREGOING DISPUTE RESOLUTION PROCEDURE SHALL BE THE EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE AND THAT NO OTHER ACTION WILL BE BROUGHT BY EXECUTIVE OR THE COMPANY IN ANY COURT OR OTHER FORUM RELATING TO A DISPUTE. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyTHIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT ACTION.

Arbitration. a. All disputes under this Agreement The Participant hereby agrees to submit any dispute arising from participation in the Activities to arbitration, for the sole purpose of determining whether the alleged injury arises from a risk inherent in the Activities. For such disputes, there shall be settled a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by arbitration in Miamieach party) and one neutral arbitrator (collectively, Floridathe “Panel”), before to be chosen by the party-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a single arbitrator pursuant to third, neutral arbitrator, the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The neutral arbitrator shall be selected appointed by the joint agreement United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the Corporation costs associated with the party-appointed arbitrators, and Officerthe parties shall share equally the costs associated with the neutral arbitrator. The arbitration proceeding shall proceed in West Hartford, but if they do not so agree within 20 days after Connecticut and shall be governed by the date Federal Rules of Evidence. The Panel shall establish a reasonable and appropriate discovery schedule to expeditiously resolve this matter. In the giving of event that the Arbitration NoticePanel determines the alleged injury arises from a risk inherent in the Participant’s participation in the Activities, the selection claim shall be made pursuant deemed barred, as a matter of law, and the Participant shall be barred from recovering any compensation from the Facility and/or the Learning Center. In the event that the Panel determines the alleged injury did not arise from a risk inherent in the Activities, the Participant shall proceed to the AAA Rules from Superior Court of Connecticut, or if appropriate, the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; providedUnited States District Court, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awardDistrict of Connecticut, for a trial de novo. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofI/WE HAVE READ THE ABOVE WAIVER AND RELEASE, UNDERSTAND THAT I/WE HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT, HAVE NOT CHANGED IT ORALLY, AND SIGN IT VOLUNTARILY. The expenses Participants Name: Signature of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses Parent or Legal Guardian Date Printed Name of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 Parent or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.Legal Guardian Emergency Contact Phone Number

Arbitration. a. All disputes Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration arbitration, conducted before an arbitrator in MiamiDenver, Florida, before a single arbitrator pursuant to Colorado in accordance with the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA")then in effect. Arbitration Judgment may be commenced at entered on the arbitration award in any court having jurisdiction. Notwithstanding the foregoing, the Company shall 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 6, 7 or 8 of the Agreement. Only individuals who are: (i) lawyers engaged full-time by any party hereto giving written notice in the practice of law and (ii) on the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator AAA register of arbitrators shall be selected by the joint agreement as an arbitrator. Within twenty (20) days of the Corporation and Officer, but if they do not so agree within 20 days after the date conclusion of the giving of the Arbitration Noticearbitration hearing, the selection arbitrator shall be made pursuant to prepare written findings of fact and conclusions of law. It is mutually agreed that the AAA Rules from the panels written decision of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive valid, binding, final and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the partiesnon-appealable; provided, however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party arbitrator shall also be entitled to recover from require the non-prevailing party reasonable attorneys' to pay the arbitrator’s full fees (including, without limitation, all such fees, costs and expenses incident or, if in the 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 appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to enforce the specific enforcement provisions of this Agreement pursuant to this Section 7 or judgment upon 11.9, the award rendered by non-prevailing parties shall be required to pay the arbitrator hereunder, in addition to any other relief to which reasonable attorney’s fees and expenses of the prevailing party may be entitled. For purposes parties, except that if in the opinion of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney’s fees and expenses.

Arbitration. a. All disputes under this Agreement IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be settled by arbitration in Miami, Florida, conducted before a single arbitrator pursuant to neutral arbitrator, before JAMS in New York, NY. The arbitration shall be administered by JAMS in accordance with this document and the employment rules JAMS Streamlined Rules and Procedures for the Arbitration, with one addition: The limitation of arbitration (one discovery deposition per side shall be applied by the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party arbitrator, unless it is determined, based on all relevant circumstances, that such dispute has been referred to arbitration under this Section 7more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery. The arbitration will occur in New York, NY, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents. The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this agreement shall be selected resolved by the joint agreement of arbitrator. To the Corporation and Officerextent state law is applicable, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon apply the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion substantive law of New York. All aspects of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment upon on the arbitrator's award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees party, if any, the costs and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) reasonably incurred by such the prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes under Except as excluded herein below, any controversy, dispute or claim arising out of or relating to this Agreement, or breach thereof, or Executive’s employment with or termination of employment from the Company (each, a “Covered Claim”) shall be resolved by final and binding arbitration administered by JAMS. The arbitration shall be conducted by a single, neutral arbitrator, pursuant to JAMS’s Employment Arbitration Rules & Procedures, available at xxxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/English, as in effect at the time of the initiation of arbitration, which the Company will provide to Executive upon reasonable request, in Boston, Massachusetts. Notwithstanding anything in this Agreement to the contrary, the arbitration provisions of this Agreement shall be settled governed by arbitration in Miami, Florida, before a single arbitrator and enforceable pursuant to the employment rules of arbitration (Federal Arbitration Act, and, in all other respects, the "AAA Rules") arbitrator shall apply the substantive laws of the American Arbitration Association Commonwealth of Massachusetts or applicable Federal law, with the same statutes of limitation and available remedies that would apply if the claims were brought in a court of law of competent jurisdiction. The costs unique to arbitration, including the arbitration administrative fees, arbitrator compensation and expenses, and any costs of any witnesses call by the arbitrator, that would not be incurred in a court proceeding shall be borne by the Company. Unless otherwise ordered by the arbitrator under applicable law, the Company and Executive shall each bear its, their, his, or her own expenses, such as expert witness fees, filing fees, and attorneys’ fees and costs. Nothing herein shall prevent the Company or Executive from seeking a statutory award of reasonable attorneys’ fees and costs under applicable law. THE COMPANY AND EXECUTIVE RECOGNIZE THAT, BY AGREEING TO ARBITRATE THEIR DISPUTES, EACH WAIVE ITS, THEIR, HIS, OR HER RIGHT TO A TRIAL BY JURY OF ANY COVERED CLAIM. THE COMPANY AND EXECUTIVE WAIVE ITS, THEIR, HIS, OR HER RIGHT TO BRING ANY COVERED CLAIM AS PART OF OR IN CONNECTION WITH A CLASS OR COLLECTIVE ACTION. Notwithstanding the foregoing, this Section shall not preclude either party from seeking a temporary restraining order or a preliminary injunction from a court of competent jurisdiction if such relief is not available in a timely fashion through arbitration. Further, this arbitration agreement shall not apply to: (a) claims for unemployment and workers’ compensation benefits; (b) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless Executive elects to arbitrate such disputes; (c) claims arising under the "AAA"). Arbitration may be commenced at National Labor Relations Act or which are brought before the National Labor Relations Board; (d) claims brought before the Equal Employment Opportunity Commission or similar state or local agency, if Executive is required to exhaust Executive’s administrative remedies; provided, that any time appeal from an award or denial of an award by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator agency or any further action upon receipt of a right-to-sue letter shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made arbitrated pursuant to the AAA Rules from the panels terms of arbitrators maintained this Agreement; and (e) any other claim, which by the AAA. Any award rendered by the arbitrator shall law cannot be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the mandatory arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes under Any controversy, dispute or claim arising out of this Agreement or the refusal by any party hereto to perform the whole or any part thereof, shall be settled determined by arbitration arbitration, in Miamithe City of Columbus, FloridaFranklin County, before a single arbitrator pursuant to Ohio, in accordance with the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association or any successor organization, except as otherwise set forth in this Section 9.10. The party demanding arbitration shall serve notice in writing upon all other parties hereto, setting forth in detail the controversy, dispute or claim with respect to which arbitration is demanded, and the parties shall thereupon endeavor to agree upon an arbitration board, which shall consist of three members (the "AAA"“Arbitration Board”). Arbitration may be commenced at any time If all the parties hereto fail so to agree within a period of thirty (30) days from the original notice, the party demanding arbitration may, by any party hereto giving written notice (to all other parties hereto, direct that any members of the "Arbitration Notice") Board that have not been agreed to by the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator parties shall be selected by the joint agreement of the Corporation and OfficerAmerican Arbitration Association, but if they do not so agree within 20 days after the date of the giving of or any successor organization. No person shall be eligible for appointment to the Arbitration NoticeBoard who is an officer, the selection shall be made pursuant to the AAA Rules from the panels employee, shareholder of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon or otherwise interested in any of the parties hereto and not subject or in the matter sought to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofarbitrated. The expenses of Arbitration Board shall afford adequate opportunity to all parties hereto to present information with respect to the arbitrator shall initially be shared equally by the partiescontroversy, dispute or claim submitted to arbitration and may request further information from any party hereto; provided, however, that the arbitrator parties hereto may, by mutual agreement, specify the rules which are to govern any proceeding before the Arbitration Board and limit the matters to be considered by the Arbitration Board, in which event the Arbitration Board shall be governed by the terms and conditions of such agreement. The determination or award of the Arbitration Board shall be made upon a determination of a majority of the members thereof. The findings and award of the Arbitration Board shall be final and conclusive with respect to the prevailing party all fees controversy, dispute or claim submitted for arbitration and expenses (includingshall be binding upon the parties hereto, without limitation, attorneys' fees and expenses and expenses except as otherwise provided by law. The award of the arbitrator) incurred by such prevailing party in connection with Arbitration Board shall specify the arbitration. The prevailing party shall also be entitled to recover from manner and extent of the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, division of the costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon arbitration proceeding among the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.parties hereto

Arbitration. a. All disputes under Any controversy, dispute or claim (collectively, a "DISPUTE") between the parties arising out of or relating to this Agreement Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment commercial arbitration rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA")) then pertaining. Arbitration However, in all events, these arbitration provisions shall govern over any conflicting rules that may now or hereafter be contained in the AAA rules. The arbitration shall be held in the State of New York unless the parties mutually agree to have the arbitration held elsewhere, and judgment upon the award made therein may be commenced at any time entered by any party hereto giving written notice (court having jurisdiction in the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement State of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appealNew York; provided, provided however, that any such award nothing contained in this Article XVII shall be accompanied by construed to limit or preclude a written opinion party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement during the pendency of the arbitrator giving the reasons for the awardarbitration proceedings. This provision for arbitration shall be specifically enforceable by the parties and Any judgment upon the award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction thereofover the subject matter hereof. The expenses arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve any claim hereunder. Any such arbitration will be conducted before a single arbitrator who shall be chosen by agreement of the parties, or, if the parties cannot agree, in accordance with the rules of the AAA. The arbitrator shall initially permit such discovery as he shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. Any such discovery shall be shared equally limited to information directly related to the controversy or claim in arbitration and shall be concluded within sixty (60) days after appointment of the third arbitrator. The substantially prevailing party in any arbitration hereunder, as determined by the parties; providedarbitrator, howevershall be entitled to an award of a percentage of its reasonable costs incurred in connection therewith, that including attorneys' fees, determined by dividing the arbitrator shall award amount actually awarded to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed amount claimed by the attorney to the prevailing party. For any Dispute submitted to arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision reached and will deliver such documents to each party to this Agreement along with a signed copy of the award. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement and shall make his decision based on and in accordance with the provisions of this Agreement.

Arbitration. a. All disputes under this Agreement Arbitration proceedings shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to conducted under the employment rules Rules of arbitration Commercial Arbitration of the AAA (the "AAA Rules") ). A Member may withdraw from the Member Dispute by signing an agreement to be bound by the results of the American Arbitration Association arbitration. A Member who withdraws shall have no further right to participate in the Member Dispute. The arbitration panel shall consist of one arbitrator. The Members shall select one neutral third party AAA arbitrator (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration NoticeArbitrator") to with expertise in the other party area that such dispute is in dispute. If an Arbitrator has not been referred to arbitration under this Section 7. The arbitrator selected within five (5) business days thereafter, then an Arbitrator shall be selected by the joint agreement AAA in accordance with the Commercial Arbitration Rules of the Corporation AAA. The arbitration proceeding shall be held in the city that is the company’s principal place of business or such other place as agreed by the Arbitrator and Officer, but if they do not so agree within 20 days after the date all of the giving Members. Any arbitrator who is selected shall disclose promptly to the AAA and to both parties any financial or personal interest the arbitrator may have in the result of the Arbitration Noticearbitration and/or any other prior or current relationship, or expected or discussed future relationship, with the Members or their representatives. The arbitrator shall promptly conduct proceedings to resolve the dispute in question pursuant to the then existing Rules. To the extent any provisions of the Rules conflict with any provision of this Section, the selection provisions of this Section shall control. In any final award and/or order, the arbitrator shall apportion all the costs (other than attorney's fees which shall be borne by the party incurring such fees) incurred in conducting the arbitration in accordance with what the arbitrator deems just and equitable under the circumstances. Discovery shall not be permitted in such arbitration except as allowed by the rules of arbitration, or as otherwise agreed to by all the parties of the Member Dispute. Notwithstanding, the Members agree to make available to one another and to the arbitrator, for inspection and photocopying, all documents, books and records, if determined by the arbitration panel to be relevant to the dispute, and by making available to one another and to the arbitration panel personnel directly or indirectly under their control, for testimony during hearings if determined by the arbitration panel to be relevant to the dispute. The Members agree, unless undue hardship exists, to conduct arbitration hearings to the greatest extent possible on consecutive business days and to strictly observe time periods established by the Rules or by the arbitrator for the submission of evidence and of briefs. Unless otherwise agreed to by the Members, a stenographic record of the arbitration proceedings shall be made pursuant and a transcript thereof shall be ordered for each Member, with each party paying an equal portion of the total cost of such recording and transcription. The arbitrator shall have all powers of law and equity, which it can lawfully assume, necessary to resolve the issues in dispute including, without limiting the generality of the foregoing, making awards of compensatory damages, issuing both prohibitory and mandatory orders in the nature of injunctions and compelling the production of documents and witnesses for presentation at the arbitration hearings on the merits of the case. The arbitration panel shall neither have nor exercise any power to act as amicable compositeur or ex aequo et xxxx; or to award special, indirect, consequential or punitive damages. The decision of the arbitration panel shall be in written form and state the reasons upon which it is based. The statutory, case law and common law of the State of Delaware shall govern in interpreting their respective rights, obligations and liabilities arising out of or related to the AAA Rules from transactions provided for or contemplated by this Agreement, including without limitation, the panels validity, construction and performance of arbitrators maintained by all or any portion of this Agreement, and the AAA. Any award rendered by applicable remedy for any liability established thereunder, and the arbitrator amount or method of computation of damages which may be awarded, but such governing law shall be conclusive and binding upon not include the parties hereto and not subject law pertaining to appealconflicts or choice of laws of Delaware; provided, provided however, that any such award shall be accompanied by should the parties refer a written opinion dispute arising out of or in connection with an ancillary agreement or an agreement between some or all of the arbitrator giving Members which specifically references this Article, then the reasons for statutory, case law and common law of the award. This provision for arbitration State whose law governs such agreement (except the law pertaining to conflicts or choice of law) shall be specifically enforceable by govern in interpreting the respective rights, obligations and liabilities of the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses arising out of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award or related to the prevailing party all fees and expenses (transactions provided for or contemplated by such agreement, including, without limitation, attorneys' fees the validity, construction and expenses performance of all or any portion of such agreement, and expenses the applicable remedy for any liability established thereunder, and the amount or method of the arbitrator) incurred by such prevailing party in connection with the arbitrationcomputation of damages which may be awarded. The prevailing party shall also be entitled Any action or proceeding subsequent to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award Award rendered by the arbitrator hereunderin the Member Dispute, including, but not limited to, any action to confirm, vacate, modify, challenge or enforce the arbitrator's decision or award shall be filed in addition to a court of competent jurisdiction in the same county where the arbitration of the Member Dispute was conducted, and Delaware law shall apply in any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partysuch subsequent action or proceeding.

Arbitration. a. All Any controversies or disputes under arising out of or relating to this Agreement shall be settled resolved by binding arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") then-current Commercial Arbitration Rules of the American Arbitration Association (Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the "AAA")subject matter of this Agreement. Arbitration may In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") made available to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation for review and Officer, but if they do not so agree within 20 copying no later than 30 days after the date notice of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofis served. The expenses arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award power to the prevailing party all fees issue mandatory orders and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party restraint orders in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award decision rendered by the arbitrator hereunderarbitrator(s) shall be final and binding on the parties, and judgment may be entered in addition conformity with the decision in any court having jurisdiction. The agreement to any other relief to which arbitration shall be specifically enforceable under the prevailing party may be entitledarbitration law. For purposes During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Section 7, "attorneys' fees" Agreement. The arbitrators shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.

Arbitration. a. All disputes Except as provided in 8.3, any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation within [30] days of the controversy, dispute or claim arising, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS upon a reference being made within [ 15 ] days of the expiry of the aforesaid period of [30] days. If the parties are unsuccessful at resolving the dispute through mediation within [ 45 ] days of reference of the dispute to mediation, the parties agree to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures. Any such arbitration shall be held in Orange County, California. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of JAMS. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the sole judgment of the arbitrator to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any indemnification claim in any Indemnification Demand or as to any other matter under this Agreement shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant subject to the employment rules of arbitration (limitations set forth in this Agreement and final, binding and conclusive upon the "AAA Rules") of the American Arbitration Association (the "AAA")Parties. Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that All such dispute has been referred to arbitration under this Section 7. The arbitrator decisions shall be selected written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAarbitrator. Any award rendered All payments required by the arbitrator shall be conclusive and binding upon made within thirty days after the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion decision of the arbitrator giving the reasons for the awardis rendered. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyjurisdiction.

Arbitration. a. All disputes Any controversy arising under or related to this Agreement that is neither within the authority of the JCC to resolve nor has been resolved pursuant to Section 11.1, as applicable (excluding, in any event, any dispute relating to patent scope, validity or infringement arising under this Agreement or as to specific performance under Section 13.12(b), shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") then existing International Arbitration Rules of the American Arbitration Association International Centre for Dispute Resolution. Upon request by either Party, arbitration will be by a panel of three (3) arbitrators within thirty (30) days of such arbitration request. Each Party shall select one arbitrator and the "AAA")third shall be mutually agreed upon in writing by both Parties. Arbitration may be commenced at In any time by any party hereto giving written notice (such arbitration, Otsuka and GW Pharma shall select a panel with relevant experience in the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7pharmaceutical industry. The arbitrator shall be selected by the joint agreement of the Corporation and Officerarbitrators shall, but if they do not so agree within 20 fifteen (15) days after the date conclusion of the giving arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be authorized to award compensatory damages, but shall not be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement, the Manufacturing and Supply Agreement or any other agreements contemplated hereunder or thereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief they deem just and equitable and within the scope of this Agreement and/or the Manufacturing and Supply Agreement, as applicable, including, without limitation, an injunction or order for specific performance. Each Party shall bear its own attorney’s fees, costs and disbursements arising out of the Arbitration Notice, arbitration and shall pay an equal share of the selection shall be made pursuant to fees and costs of the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appealarbitrators; provided, however, that any such award the arbitrators shall be accompanied by authorized to determine whether a written opinion Party is the prevailing Party and if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the arbitrator giving arbitrators. Each Party shall fully perform and satisfy the reasons for arbitration award within fifteen (15) days of the service of the award. This provision for By agreeing to this binding arbitration shall provision, the Parties understand that they are waiving certain rights and protections which may otherwise be specifically enforceable available if a claim between the Parties were determined by litigation in court, including, without limitation, the parties right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal and judgment a right to invoke formal rules of procedure and evidence. Judgment upon the award rendered by the arbitrator panel shall be final and non-appealable and may be entered in any court having jurisdiction thereof. The expenses of the arbitrator Parties shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from all discovery in like manner as if the non-prevailing party reasonable attorneys' fees (includingarbitration were a civil suit in the New York Supreme Court. Any arbitration under this Article 11 shall be held in New York, without limitationNew York, all such feesif GW Pharma instigates proceedings and in London, costs and expenses incident England if Otsuka initiates proceedings unless the Parties hereto mutually agree in writing to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyanother place.

Arbitration. a. All The sole and exclusive method for resolving all disputes under under, arising out of, related to, or in connection with this Agreement shall be settled by binding arbitration in MiamiAtlanta, FloridaGeorgia, before in a single arbitrator pursuant to proceeding administered by the employment rules of arbitration (the "AAA Rules") Atlanta Office of the American Arbitration Association (“AAA”) in accordance with the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation Commercial Dispute Resolution and Officer, but if they do not so agree within 20 days after the date of the giving Procedures of the Arbitration Notice, the selection shall be made pursuant to Rules of the AAA Rules from (the panels of arbitrators maintained by the AAA“Rules”). Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for The arbitration shall be specifically enforceable conducted by the parties and judgment upon the award rendered by the a single arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally jointly appointed by the parties; provided, however, that if the parties fail after good faith negotiation to agree on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the prevailing dispute, controversy or claim; more than two depositions per party all fees shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and expenses to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (including, without limitation, attorneys' fees and expenses and expenses 30) days following the date of the arbitrator) incurred by such prevailing party initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in connection with the arbitrationwriting. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (includingparty, without limitationas determined by the arbitrator, all such fees, of its costs and expenses incident expenses, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator. The decision of the arbitrator shall be final and binding. The prevailing party shall be entitled to appellateapply to, bankruptcy and post-judgment proceedings) incurred as obtain from, a result of any court or tribunal having jurisdiction, an order enforcing the arbitrator’s decision. Notwithstanding anything contained in this Section 23 to the contrary, each party shall have the right to institute judicial proceedings relating against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific enforcement of performance, injunction or similar equitable relief, and this Section 7 or judgment upon 23 shall not limit the award rendered by remedies granted the arbitrator hereunder, Company in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party7(k).

Arbitration. a. All disputes under Any controversy or claim arising out of or relating to this Agreement Agreement, or any alleged breach hereof shall be settled finally determined by arbitration in Miamia single arbitrator, Floridajointly selected by the Employee and Employer, before provided that if Employee and Employer are unable to agree upon a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officerafter reasonable efforts, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive an impartial arbitrator selected by the American Arbitration Association. Each party hereto shall share equally the costs of the arbitrator, and binding upon the parties hereto and agree that the costs of arbitration shall not be subject to appealreapportionment by the arbitrator; provided, however, that if following a termination of Employee’s employment that follows a Change in Control or if following a termination of Employee’s employment for Good Reason that follows any person other than Xxxxx X. Xxxxx or Xxxxxx X. Xxxxxxx commencing service as the senior most executive officer of Mednax, Employee seeks arbitration to enforce the terms of this Agreement, Employer shall bear all costs associated with such arbitration, including but not limited to all costs of the arbitrator, and shall reimburse Employee on a monthly basis for his reasonable legal and other expenses, including all fees, incurred in connection with any such award arbitration. The arbitration proceedings shall be accompanied held in Sunrise, Florida, unless otherwise mutually agreed by a written opinion of the arbitrator giving parties, and shall be conducted in accordance with the reasons American Arbitration Association National Rules for the awardResolution of Employment Disputes then in effect. This provision for arbitration shall be specifically enforceable by the parties and judgment upon Judgment on the award rendered by the arbitrator arbitration panel may be entered in and enforced by any court having jurisdiction thereof. The expenses Any such arbitration shall be treated as confidential by all parties thereto, except as otherwise provided by law or as otherwise necessary to enforce any judgment or order issued by the arbitrators. Notwithstanding anything herein to the contrary, if Employer or Employee shall require immediate injunctive relief, then the party shall be entitled to seek such relief in any court having jurisdiction, and if the party elects to do so, the other party hereby consents to the jurisdiction of the arbitrator state and federal courts sitting in the State of Florida and to the applicable service of process. Employee and Employer hereby waive and agree not to assert, to the fullest extent permitted by applicable law, any claim that (i) they are not subject to the jurisdiction of such courts, (ii) they are immune from any legal process issued by such courts and (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. In the event that either party hereto brings suit seeking injunctive relief, the party found to be at fault shall initially be shared equally pay all reasonable court costs and attorneys’ fees of the other, whether such costs and fees are incurred in a court of original jurisdiction or one or more courts of appellate jurisdiction. Notwithstanding the foregoing, in the event that Employer brings suit against Employee seeking injunctive relief, Employer agrees to advance all of Employee’s reasonable legal and other expenses, including all fees, incurred by the parties; Employee in connection with such action, provided, however, that the arbitrator if Employer ultimately prevails in seeking injunctive relief, Employee shall award to the prevailing party reimburse Employer all such advanced legal fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyexpenses.

Arbitration. a. All disputes under Any controversy, dispute or claim arising out of or relating in any way to this Agreement or the other agreements contemplated hereby or the transactions arising hereunder or thereunder that cannot be resolved by negotiation pursuant to paragraph (a) above shall, be settled exclusively by binding arbitration in Hong Kong and in accordance with the current Commercial Arbitration Rules of the International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be settled shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration in Miamipreviously advanced and the fees and expenses of attorneys, Floridaaccountant and other experts) plus interest, before a single arbitrator pursuant to the employment rules of arbitration (prevailing party to the "AAA Rules") extent that in the judgment of the American Arbitration Association (arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, except that the "AAA"). Arbitration may be commenced at any time arbitrator shall have the power in his or her sole discretion, on application by any party hereto giving written notice (the "Arbitration Notice") party, to the order pre-arbitration examination solely of those witnesses and documents that any other party that such dispute has been referred intends to introduce in its case-in-chief at the arbitration under this Section 7hearing. The arbitrator shall be selected by the joint agreement render his or her award within 90 days of the Corporation and Officer, but if they do not so agree within 20 days after the date conclusion of the giving of the Arbitration Notice, the selection shall be made pursuant arbitration hearing. Notwithstanding anything to the AAA Rules from contrary provided in this Section 16.15 and without prejudice to the panels above procedures, either party may apply to any court of arbitrators maintained by competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the AAAstatus quo until such time as the arbitration panel is convened and available to hear such party's request for temporary relief. Any The award rendered by the arbitrator shall be conclusive and binding upon the parties hereto final and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties judicial review and judgment upon the award rendered by the arbitrator thereon may be entered in any court having jurisdiction thereofof competent jurisdiction. The expenses of the arbitrator shall initially Any monetary award will be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees made and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party payable in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result U.S. dollars free of any judicial proceedings relating to the specific enforcement of this Section 7 tax or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partydeduction.

Arbitration. a. All disputes under this Agreement shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "“AAA Rules"”) of the American Arbitration Association (the "“AAA"”). Arbitration may be commenced at any time by any party hereto giving written notice (the "“Arbitration Notice"”) to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' ’ fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' ’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "“attorneys' ’ fees" ” shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All (a) Except with respect to disputes and claims arising under this the Nonsolicitation and Confidentiality Agreement (which the parties hereto may pursue in any court of competent jurisdiction as specified below and with respect to which each party shall be settled bear the cost of his or its own attorneys' fees and expenses, except to the extent otherwise required by arbitration in Miamiapplicable law), Floridaeach party hereto agrees that arbitration, before a single arbitrator pursuant to the employment rules procedures set forth in the National Rules for the Resolution of arbitration Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the "AAA Rules"), shall be the sole and exclusive method for resolving any claim or dispute ("Claim") arising out of or relating to the rights and obligations of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration parties under this Section 7Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. The parties hereto agree that (i) one arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made appointed pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that conduct any such award shall be accompanied by a written opinion arbitration, (ii) all meetings of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered all hearings with respect to any such arbitration shall take place in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; providedLos Angeles, howeverCalifornia, that the arbitrator shall award (iii) each party to the prevailing party all fees arbitration shall bear his or its own costs and expenses (including, without limitation, all attorneys' fees and expenses expenses, except to the extent otherwise required by applicable law) and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator's fees, hearing expenses, etc.) incurred shall be borne equally by the parties hereto; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced, the costs of mediation as set forth in subparagraph (b) below, and the fees and expenses of attorneys, accountants and other experts) to the parties hereto based upon the relative fault of each such prevailing party as determined by the arbitrator. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in connection with this paragraph 18 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. The prevailing Each party hereto hereby irrevocably submits to the jurisdiction of the federal courts (and, if jurisdiction in the federal courts is not proper, then the state courts) sitting in Los Angeles, California, and agrees that either court shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial proceedings relating to judgment enforcing or not enforcing any award, judgment or determination of the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyarbitration.

Arbitration. a. All disputes under Any claim, dispute or controversy arising out of this Agreement, the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be settled by submitted upon the request of either party to binding arbitration in MiamiMinneapolis, FloridaMinnesota; provided, before a single arbitrator pursuant to however, that this arbitration provision shall not preclude the employment Company from seeking injunctive relief as provided in Section 12. Such arbitration shall proceed in accordance with the then-governing rules of arbitration (the "AAA Rules") of the American Arbitration Association (“AAA”) for Employment Dispute Resolutions or Commercial Arbitration, at the "AAA")option of the petitioner. Arbitration Judgment upon the award rendered may be commenced at entered and enforced in any time by any party hereto giving written notice court of competent jurisdiction. It is agreed that the parties shall choose a single, neutral arbitration from among a panel of not less then seven (7) proposed arbitrators and that the "Arbitration Notice"parties may have no more than two (2) to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained presented to them by the AAA. Any award rendered by The parties agree that they will share equally the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred , and they shall each be responsible for their own attorneys’ fees and costs and any filing fee paid by such prevailing party in connection with them unless the arbitration. The prevailing arbitrator determines that one party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all pay a greater portion of such fees, costs and expenses incident to appellatefees and states the justification therefor. THE EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunderEMPLOYEE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7RELATING TO, "attorneys' fees" shall includeOR IN CONNECTION WITH THIS AGREEMENT, without limitationOR THE INTERPRETATION, paralegal feesVALIDITY, investigative feesCONSTRUCTION, administrative costs and all other charges billed by the attorney to the prevailing partyPERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’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, DISCRIMINATION CLAIMS.

Arbitration. a. All disputes under this Agreement If either the Provider Party or the Administrator Party wishes to pursue the Dispute as provided in Section 6.1, such party shall be settled by submit it to binding arbitration conducted in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "“AAA"”). In no event may any arbitration be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in Section 6.1, or the date of notice of termination. Arbitration may proceedings shall be commenced conducted by an arbitrator chosen from the National Healthcare Panel at any time by any party hereto giving written notice (a mutually agreed upon location within the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be selected bound by controlling law. The Parties, CCHN and the joint agreement Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Corporation Provider Party and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection Administrator Party shall be made pursuant bear its own costs and attorneys’ fees related to the AAA Rules from the panels of arbitrators maintained by arbitration except that the AAA. Any award rendered by ’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be conclusive borne equally by the applicable parties, and binding upon the parties hereto arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and not subject to appeal; of itself constitute cause for termination of this Agreement. Except as hereafter provided, howeverduring an arbitration proceeding, that each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, although such award party shall be accompanied by a written opinion of obligated to file and pursue arbitration at the arbitrator giving the reasons for the awardearliest reasonable opportunity. This provision for arbitration shall be specifically enforceable by the parties and judgment upon Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator Nothing contained in this Article VI shall initially be shared equally by the parties; provided, however, that the arbitrator shall award limit a Party’s right to the prevailing party all fees and expenses (including, terminate this Agreement with or without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party cause in connection accordance with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party7.2.

Arbitration. a. All disputes under Any claim or controversy arising out of or relating to this Agreement or any breach thereof shall be settled by arbitration in Miami, Florida, before a single arbitrator if such claim or controversy is not settled pursuant to Section 18(h) hereof. The venue for any such arbitration shall be Dallas, Texas, or such other location as the employment rules of parties may mutually agree. Except as expressly set forth herein, all arbitration (proceedings under this Section 18(i) shall be undertaken in accordance with the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "“AAA")”) then in force. Arbitration Only individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be commenced at entered and enforced in any time by court of competent jurisdiction. 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 punitive damages against any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7arbitration. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the 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 pursuant to this Section 18(i), the non-prevailing parties shall be required to pay the reasonable attorneys' ’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes parties, except that if in the opinion of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorneys’ fees and expenses. I HAVE READ THIS AGREEMENT CAREFULLY. I ACKNOWLEDGE THAT THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES THAT I AM REQUIRED TO OBSERVE AS AN EMPLOYEE EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION.

Arbitration. a. All Except as set forth in Section 3.1, any disputes arising under or in connection with this Agreement shall Agreement, including, without limitation, those involving claims for specific performance or other equitable relief, will be settled by submitted to binding arbitration in Miami, Florida, before a single arbitrator pursuant to under the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration NoticeAAA Rules") to under the other party that such dispute has been referred to authority of federal and state arbitration under this Section 7statutes, and shall not be the subject of litigation in any forum. EXCEPT AS SET FORTH IN SECTION 3.1, EACH PARTY, BY SIGNING THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY TRIAL. The arbitration will be conducted only in Denver, Colorado, before a single arbitrator shall be from the staff of the Judicial Arbiter Group, Inc. ("JAG") selected by the joint agreement of the Corporation and Officerparties to such arbitration (or, but if they do not so agree within 20 days after the date of the giving of the Arbitration NoticeJAG is no longer in existence, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the before a single arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable selected by the parties in accordance with the AAA Rules) or, if they are unable to agree on an arbitrator, before a panel of three arbitrators selected from the staff of JAG (or, if JAG is no longer in existence, before a panel of three arbitrators selected in accordance with the AAA Rules), one selected by the Employee, one selected by the Employer and the third selected by the other two arbitrators. The arbitrators shall have full authority to order specific performance and award damages and other relief available under this Agreement or applicable law, but shall have no authority to add to, detract from, change or amend the terms of this Agreement (except as otherwise contemplated by Section 3.5) or existing law. All arbitration proceedings, including settlements and awards, shall be confidential. The decision of the arbitrators will be final and binding, and judgment upon on the award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction thereofof competent jurisdiction. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyTHIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE.

Arbitration. a. All The sole and exclusive method for resolving all disputes under under, arising out of, related to, or in connection with this Agreement shall be settled by binding arbitration in MiamiNew York, FloridaNew York, before in a single arbitrator pursuant to proceeding administered by the employment rules of arbitration (the "AAA Rules") New York, New York Office of the American Arbitration Association (“AAA”) in accordance with the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation Commercial Dispute Resolution and Officer, but if they do not so agree within 20 days after the date of the giving Procedures of the Arbitration Notice, the selection shall be made pursuant to Rules of the AAA Rules from (the panels of arbitrators maintained by the AAA“Rules”). Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for The arbitration shall be specifically enforceable conducted by the parties and judgment upon the award rendered by the a single arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally jointly appointed by the parties; provided, however, that if the parties fail after good faith negotiation to agree on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. Each party shall bear all of its own costs and expenses related to any arbitration pursuant to this Section 23, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator, and the prevailing party all fees shall not be entitled to recover any such costs and expenses (including, without limitation, attorneys' fees and expenses and expenses from the non-prevailing party. The decision of the arbitrator) incurred by such prevailing party in connection with the arbitrationarbitrator shall be final and binding. The prevailing party shall also be entitled to recover from apply to, and obtain from, a court or tribunal having jurisdiction, an order enforcing the non-prevailing arbitrator’s decision. Notwithstanding anything contained in this Section 23 to the contrary, each party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident shall have the right to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any institute judicial proceedings relating against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific enforcement of performance, injunction or similar equitable relief, and this Section 7 or judgment upon 23 shall not limit the award rendered by remedies granted the arbitrator hereunder, Company in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party7(k).

Arbitration. a. All disputes under Any unresolved Dispute or Selected Dispute between the Parties arising out of or in connection with this Agreement shall be settled resolved by final and binding arbitration. Whenever a Party decides to institute arbitration in Miamiproceedings, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving it shall give written notice (the "Arbitration Notice") to that effect to the other party that such dispute has been referred to arbitration under this Section 7Party. The arbitrator Arbitration shall be selected held in New York, New York, according to the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) in effect at the Effective Date, except as they may be modified herein or by the joint mutual agreement of the Corporation Parties. All arbitration proceedings shall be CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. conducted by three (3) arbitrators unless otherwise mutually agreed by the Parties. The claimant and Officerthe respondent shall each nominate an arbitrator in accordance with the ICC Rules, but if they do not so agree within 20 days after and the date third arbitrator, who shall be the president of the giving arbitral tribunal, shall be appointed by the two (2) Party-appointed arbitrators in consultation with the Parties. The arbitrators shall: (i) be disinterested, neutral, and independent from both Parties and all of their respective Affiliates; and (ii) have the requisite experience and expertise in licensing and partnering agreements in the pharmaceutical and biotechnology industries, shall have appropriate experience with respect to the subject matter(s) to be arbitrated, and shall have some experience in mediating or arbitrating issues relating to such agreements. In the case of any Dispute involving an alleged failure to use Commercially Reasonable Efforts, the arbitrators shall in addition be an individual with experience and expertise in the worldwide development and commercialization of pharmaceuticals and the business, legal and scientific considerations related thereto. The Arbitrators shall have the authority to engage additional experts as necessary in order to facilitate resolution of the Arbitration NoticeDispute or Selected Dispute, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyapplicable.

Arbitration. a. All disputes under this Agreement Disputes not mutually resolved between the parties shall be settled submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”), except to the extent (and only to that extent), if any, that a collective bargaining agreement (for example, the WGA) is applicable and requires that a Dispute be resolved pursuant to the arbitration provisions of that collective bargaining agreement (or expressly permits either party to elect such resolution and such party elects such resolution) in which case such Dispute shall be resolved in accordance with the arbitration provisions of the collective bargaining agreement. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The parties agree that the costs of the arbitration will be shared pro rata to the extent permitted by law, including participation, if any, in the Optional Appeal Procedure. The arbitration shall be conducted in Miami, Florida, Los Angeles County before a single neutral arbitrator pursuant to appointed in accordance with the employment rules of arbitration (the "AAA Arbitration Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by have the joint agreement authority to hear and grant motions to dismiss and/or motions for summary judgment/summary adjudication, applying the standards governing such motions under the Federal Rules of Civil Procedure and shall issue written opinions resolving such motions, if submitted. The arbitrator shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrator will provide a detailed written statement of the Corporation final decision, which will be part of the arbitration award (“Award”), and Officeradmissible in any judicial proceeding to confirm, but if they do correct or vacate the Award. Any Award favorable to me shall be limited to the fixing of compensation for Company’s use of the submitted Material, which shall bear a reasonable relation to compensation normally paid by you to persons of my present stature and experience for Company’s use of similar material (which in any event shall not so agree within 20 days after exceed the minimum rate that would be due under the Writers Guild of America Theatrical and Television Basic Agreement in effect as of the date of hereof for a made-for-cable, primetime, 30 or 60 minute (as applicable) story and teleplay at “bargain rates” (i.e., excluding minimums payable for pilot scripts, backup scripts, spin-offs, etc.). Unless the giving of the Arbitration Noticeparties agree otherwise, the selection neutral arbitrator and the members of any appeal panel shall be made pursuant former or retired judges or justices of any Los Angeles state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the AAA Rules from final Award (following appeal, if applicable) within thirty (30) days of such Award being rendered, then the panels of arbitrators maintained by other party will have the AAA. Any award rendered by right to enforce the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered final Award in any court having of competent jurisdiction thereofin Los Angeles County. The expenses party seeking enforcement shall be entitled to an award of the arbitrator shall initially be shared equally by the parties; providedall costs, however, that the arbitrator shall award to the prevailing party all fees and expenses (expenses, including, without limitation, reasonable outside attorneys' fees ’ fees, incurred in enforcing the Award, to be paid by the party against whom enforcement is ordered. The parties and expenses and expenses the arbitrator shall maintain the confidential nature of the arbitrator) incurred by such prevailing party arbitration proceeding and the Award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits or as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision; in all such cases, the arbitrationparties shall use reasonable efforts to maintain the confidential nature of the proceedings, including through efforts to secure appropriate protective orders, instruct witnesses as to confidentiality requirements, and submit pleadings under seal. The prevailing party shall also be entitled parties waive the right to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result seek punitive damages for any claim arising out of any judicial proceedings or relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney Agreement to the prevailing partyextent permitted by law. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

Arbitration. a. All disputes under this Agreement arising from or related to the performance of Landlord's Work or the interpretation of the Design Documents shall be settled by submitted to and resolved in arbitration in Miami, Florida, before a single arbitrator pursuant to under the employment rules of arbitration (the "AAA Rules") Construction Industry Rules of the American Arbitration Association Association, before the Arbitrator (the "AAA"as hereinafter defined). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Noticein Boston, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAMassachusetts. Any award rendered entered by the arbitrator Arbitrator shall be conclusive final and binding upon the parties hereto and not subject to appeal; provided, however, that thereto. Judgment upon any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator Arbitrator may be entered in any court having jurisdiction thereofcompetent jurisdiction. The Notwithstanding the foregoing, disputes with respect to whether (i) the Schematic Design Documents are in compliance with the Preliminary Design Concept, (ii) the Design Development Documents are in compliance with the Schematic Design Development Documents, or (iii) the Final Design Documents are in compliance with the Design Development Documents, shall be summarily decided by the Arbitrator and disputes concerning the achievement of the Substantial Completion Date shall be determined by the Arbitrator, in each case without resort to formal arbitration under the Construction Industry Rules of the American Arbitration Association, and the Arbitrator's decision thereon shall be binding on the parties. Otherwise, such disputes shall be resolved in arbitration as set forth herein. Arbitration proceedings under this Section 10.13 shall, upon motion of any party, be consolidated with arbitration proceedings pending between other parties relating to the Landlord's Work, the same transaction, the same subject matter, and/or involving related substantive rights. All parties hereby consent to such consolidation. In addition to the foregoing, any party to any agreement, whose rights or performance is involved in an arbitration proceeding hereunder, may be joined as a party in any arbitration proceeding instituted hereunder. Consolidation and joinder hereunder shall be by order of the Arbitrator. If the Arbitrator shall fail, upon motion, to make such an order, any party may apply to the Superior Court for Middlesex County, Massachusetts for such an order. Neither party nor the Arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. All administrative fees and expenses of the arbitrator arbitration shall initially be shared borne equally by the parties; provided. Each party shall bear the expense of its own counsel, howeverexperts, witnesses, and preparation and presentation of proofs. There shall be a single arbitrator, who shall be experienced as an arbitrator and who shall be either a registered engineer, architect, or general contractor engaged in business in Massachusetts, for at least ten (10) years, and familiar with issues generally similar to those in dispute, and who shall not have had any dealings with either party within the five-year period immediately preceding such dispute (the "Arbitrator"). If Landlord and Tenant are unable to agree upon the Arbitrator within ten (10) days after submission of a dispute to arbitration, then either Landlord or Tenant may request that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses then President of the arbitrator) incurred Boston Bar Association select the Arbitrator. Each party shall bear half the cost of the Arbitrator. The right to arbitrate shall not be deemed to be a limitation of the rights or remedies of either party in aid of arbitration under any and all applicable laws, unless expressly waived, by such prevailing party hereto. All arbitration proceedings shall be conducted in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (includingBoston, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyMassachusetts.

Arbitration. a. All disputes under Except as otherwise provided in Section 17, any controversy or claim between the Company or any of its affiliates and the Executive arising out of or relating to this Agreement shall or its termination or any other dispute between the parties, whether arising in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized will be settled and determined by arbitration in Miami, Florida, before a single arbitrator pursuant to whose award will be accepted as final and binding upon the employment rules of parties. The arbitration (the "AAA Rules") of shall be conducted in Chicago, Illinois and in accordance with the American Arbitration Association (“AAA”) Employment Arbitration Rules in effect at the "AAA")time such arbitration is properly initiated. Arbitration may To the extent that any of the AAA rules or anything in the Agreement conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern. The costs of the arbitration, including administrative fees and fees charged by the arbitrator, will be commenced at any time borne by any the Company. Each party hereto giving written notice will bear its or his own travel expenses and attorneys’ fees: provided, however that the arbitrator (the "Arbitration Notice"i) shall award attorneys’ fees to the other Executive with respect to any claim for breach of this Agreement on which he is the prevailing party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant may award attorneys’ fees to the AAA Rules from Executive as otherwise allowed by law and (ii) shall award attorneys’ fees to the panels of arbitrators maintained by Company with respect to any claim brought under Section 17 on which it is the AAA. Any prevailing party and may award rendered attorneys’ fees to the Company with respect to any other claim on which it is the prevailing party and it is determined by the arbitrator that such claim by the Executive was frivolous in that it presented no colorable arguments for recovery; but the maximum amount of attorneys’ fees that may be awarded to the Company other than with respect to any claim brought under Section 17 shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awardexceed one hundred thousand dollars ($100,000). This provision for The arbitration shall be specifically instead of any civil litigation; and the Executive hereby waives any right to a jury trial. The arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. In any situation in which emergency injunctive relief may be necessary, either party may seek such relief from a court until such time as the arbitrator is able to address the matter covered by this Section 21. Both parties agree that the state and federal courts located in Chicago, Illinois, will be the sole venue for any such action involving emergency injunctive relief, and the parties and judgment submit to personal jurisdiction in these courts for this purpose. Judgment upon the any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes If the Senior Managements are not able to resolve such dispute referred to them under this Agreement Section 11.2 within such [***] day period, then such dispute shall be settled resolved by final and binding arbitration as follows: The Parties shall select a mutually agreeable arbitrator who has significant relevant experience in Miamithe subject matter of the disputed issue and no affiliation or pre-existing relationship with either Party. If the Parties cannot agree on an arbitrator within [***] days after the end of the [***] day period referred in Section 11.2 (or with respect to a Disputed Matter described in Section 11.4, Floridaafter referral by a Party of such Disputed Matter to arbitration), before a single either Party may request the Judicial and Mediation Services (“JAMS”) in San Francisco, CA to appoint an arbitrator pursuant to on behalf of the employment Parties in accordance with the commercial arbitration rules of arbitration (JAMS, and the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may proceeding shall be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7conducted in accordance with JAMS rules. The arbitrator shall be selected by the joint agreement of the Corporation and Officermay decide any issue as to whether, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant or as to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not extent to which, any dispute is subject to appeal; provided, however, that any such the arbitration and other dispute resolution provisions in this Supply Agreement. The arbitrator must base the award shall be accompanied by on the provisions of this Supply Agreement and must render the award in a written opinion writing which must include an explanation of the arbitrator giving the reasons for the such award. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. The arbitrator’s fees and expenses of the arbitrator shall initially be shared equally by the parties; providedParties, however, that unless the arbitrator shall in the award to the prevailing party all assesses such fees and expenses (including, without limitation, attorneys' against one of the Parties or allocates such fees and expenses other than equally between the Parties. Each Party shall bear and pay its own expenses of the arbitrator) incurred by such prevailing party in connection with any dispute resolution under this Section 11.3. Notwithstanding the arbitration. The prevailing party foregoing, either Party shall also be entitled to recover from have the non-prevailing party reasonable attorneys' fees (includingright, without limitationwaiving any right or remedy available to such Party under this Supply Agreement or otherwise, all to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such feesParty, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result pending the selection of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition hereunder or pending the arbitrator’s decision of the dispute subject to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyarbitration.

Arbitration. a. All disputes under this Agreement Executive shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant submit any dispute or claim arising from or relating to the employment rules of Agreement that cannot be resolved to mandatory and binding arbitration (the "AAA Rules") of administered by the American Arbitration Association (“AAA”) to be held in Houston, Texas, U.S.A. The arbitration shall be in accordance with the "AAA"terms of the Plan and the Commercial Arbitration Procedures of the AAA (the “Rules”). Arbitration may The arbitration shall be commenced conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at any time least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by any party hereto giving written notice the two (2) arbitrators; provided, that if the "Arbitration Notice"two (2) arbitrators are unable to agree to the other party that such dispute has been referred selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to arbitration under this Section 7. The Section, the third arbitrator shall instead be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made AAA pursuant to the AAA Rules Rules. Each party in such an arbitration proceeding shall be responsible for the costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the panels other party in the arbitration except that any and all charges that may be made for the cost of the arbitration and the fees of the arbitrators maintained which shall in all circumstances be paid by the AAACompany. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by court having jurisdiction may enter a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdiction thereof. The expenses connection with or concerning the subject matter of the arbitrator shall initially be shared equally by the parties; providedthis Agreement, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys' fees (including, without limitation, all such ’ fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to ). Notwithstanding the specific enforcement provisions of this Section 7 or judgment upon 9, the award rendered by the arbitrator hereunderEmployer may, if it so chooses, bring an action in addition to any other court of competent jurisdiction for injunctive relief to which the prevailing party may be entitled. For purposes of this enforce Executive’s obligations under Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes under Any dispute arising out of or relating to this Change of Control Agreement or the alleged breach of it, or the making of this Change of Control Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA")binding arbitration. Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses arbitrator shall be a retired state or federal judge or an attorney who has practiced business law or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Change of Control Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Change of Control Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall initially be shared equally by have the partiesauthority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. Unless otherwise ordered by the arbitrator arbitrator, the parties shall award to share equally in the prevailing party all payment of the fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the arbitrator may award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party, if any, as determined by the arbitrator, all of the prevailing party’s costs and fees, including the arbitrator’s fees, and expenses, and the prevailing party’s travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

Arbitration. a. All disputes under Any dispute, claim or controversy based on, arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in MiamiSan Diego, FloridaCalifornia, before a single neutral arbitrator pursuant to in accordance with the employment rules of arbitration JAMS Employment Arbitration Rules and Procedures (the "AAA “Rules") of the American Arbitration Association (the "AAA"”). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall initially be shared equally reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the partiesCompany. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that Executive shall retain the arbitrator right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall award be arbitrated pursuant to the prevailing party all fees terms of this Agreement; and expenses (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any similar state agency in any applicable jurisdiction); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, attorneys' fees injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and expenses and expenses interests pending the outcome of the arbitrator) incurred by arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such prevailing party in connection with the relief shall not be deemed to be a waiver of such party’s right to compel arbitration. The prevailing party shall also be entitled Both Executive and the Company expressly waive their right to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyjury trial.

Arbitration. a. All disputes under Final and binding arbitration in accordance with this Agreement Section 10.7 shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the "AAA"). Arbitration may be commenced at end of the good faith negotiation period referenced in Section 10.7.2, refer any time Dispute (other than an Excluded Dispute) to arbitration by any party hereto giving submitting written notice (the "Arbitration Notice") to the other party Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such dispute has been referred arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to arbitration under this Section 7an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be selected by the joint agreement instructed that time is of the Corporation and Officeressence in the arbitration proceeding. The arbitrator shall, but if they do not so agree within 20 forty-five (45) calendar days after the date conclusion of the giving arbitration hearing, issue a written award and statement of decision describing the Arbitration Noticeessential findings and conclusions on which the award is based, including the selection shall be made pursuant to the AAA Rules from the panels calculation of arbitrators maintained by the AAAany damages awarded. Any award rendered by the The arbitrator shall be conclusive and binding upon the parties hereto and authorized to award compensatory damages, but shall not subject be authorized to appeal; provided, however, that any such (i) award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award non-economic or punitive damages to the prevailing party all fees and expenses extent expressly excluded under this Agreement, or (includingii) reform, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of modify or materially change this Agreement or any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.other

Arbitration. a. All disputes under If a legally cognizable dispute arises out of or relates to this Agreement shall or the breach, termination or validity thereof, or the compensation, promotion, demotion, discipline, discharge or terms and conditions of employment of the Employee, if said dispute cannot be settled resolved through direct discussions, the parties voluntarily agree to settle the dispute by binding arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (The arbitration shall proceed in accordance with the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement Employment Dispute Resolution Rules of the Corporation and Officer, but if they do not so agree within 20 days after AAA in effect on the date of the giving of the Arbitration Noticedemand for arbitration, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that this Section shall not generally apply to claims or disputes involving the arbitrator breach or alleged breach by Employee of any of the covenants or obligations set forth in Sections 4 and/or 7 of this Agreement, except that disputes involving the unauthorized use or disclosure of Trade Secrets or Confidential Information, or involving or concerning unfair competition or the noncompete provisions of this Agreement, may, at the Company's discretion, be settled by any court having jurisdiction thereof or decided by arbitration pursuant to this section. Disputes subject to binding arbitration pursuant to this section include all tort and contract claims as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended; the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; and the Employee Retirement Income Security Act of 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the Company's subsidiaries, affiliated and successor companies, agents and employees. Each party shall award to the prevailing party all pay for its own fees and expenses (includingof arbitration except that the cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, without limitationhowever, attorneys' that all reasonable costs and fees and expenses and expenses necessarily incurred by any party are subject to reimbursement from the other party at the discretion of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party This arbitration provision shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition not apply to any other relief to which claim arising in a state that bars or prohibits the prevailing party may be entitled. For purposes arbitration of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partysuch claims.

Arbitration. a. All disputes Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration arbitration, conducted before an arbitrator in MiamiNew York, Florida, before a single arbitrator pursuant to New York in accordance with the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA")then in effect. Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator Judgment may be entered on the arbitration award in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; jurisdiction, provided, however, that the Company shall 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 6, 7 and 8 of the 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 award to prepare written findings of fact and conclusions of law. It is mutually agreed that the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses written decision of the arbitrator) incurred by 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 punitive damages against any party to such prevailing party in connection with the arbitration. The prevailing party arbitrator shall also be entitled to recover from require the non-prevailing party reasonable attorneys' to pay the arbitrator's full fees (including, without limitation, all such fees, costs and expenses incident or, if in the 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 appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to enforce the specific enforcement provisions of this Agreement pursuant to this Section 7 22, (x) if the Executive prevails in such action, the Company shall be required to pay the reasonable attorney's fees and expenses of the Executive and (y) if the Company prevails in such action or judgment upon the award rendered by the arbitrator hereunderif, in addition to any other relief to which the prevailing party may be entitled. For purposes opinion of this Section 7the court or arbitrator deciding such action, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the there is no prevailing party, each party shall pay his or its own attorney's fees and expenses.

Arbitration. a. All disputes under this Agreement Employee shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant submit any dispute or claim arising from or relating to the employment rules of Agreement that cannot be resolved to mandatory and binding arbitration (the "AAA Rules") of administered by the American Arbitration Association (“AAA”) to be held in Houston, Texas, U.S.A., except as otherwise required by law. The arbitration shall be in accordance with the "AAA"terms of the Plan and the Commercial Arbitration Procedures of the AAA (the “Rules”). Arbitration may The arbitration shall be commenced conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at any time least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by any party hereto giving written notice the two (2) arbitrators; provided, that if the "Arbitration Notice"two (2) arbitrators are unable to agree to the other party that such dispute has been referred selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to arbitration under this Section 7. The Section, the third arbitrator shall instead be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made AAA pursuant to the AAA Rules Rules. Each party in such an arbitration proceeding shall be responsible for the costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the panels other party in the arbitration except that any and all charges that may be made for the cost of the arbitration and the fees of the arbitrators maintained which shall in all circumstances be paid by the AAACompany. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by court having jurisdiction may enter a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdiction thereof. The expenses connection with or concerning the subject matter of the arbitrator shall initially be shared equally by the parties; providedthis Agreement, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys' fees (including, without limitation, all such ’ fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to ). Notwithstanding the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes provisions of this Section 7, "attorneys' fees" shall includethe Company may, without limitationif it so chooses, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney bring an action in any court of competent jurisdiction for injunctive relief to the prevailing partyenforce Employee’s obligations under Section 5.

Arbitration. a. All disputes If any dispute between the parties (each a “Party” and collectively “Parties”) arising under this IP Agreement shall cannot reasonably be settled resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the IP Agreement will be submitted to and decided by binding arbitration in Miami, Florida, before a single arbitrator pursuant to under the employment rules of arbitration (the "AAA Rules") Commercial Rules of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") Association, except to the other party extent that the Commercial Rules conflict with this provision, in which event, this IP Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such dispute has been referred to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration under this Section 7award is rendered or the dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in city of Santa Xxxxx County, State of California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall be selected have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the joint agreement arbitrator. The decision of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection arbitrator(s) shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAfinal and binding and may not be appealed. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject Party may apply to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofto enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this IP Agreement shall be held in city of Sunnyvale, California. The expenses discovery provision of the arbitrator California Code of Civil Procedure in effect at the time of arbitration shall initially be shared equally by deemed incorporated herein for the parties; providedpurpose of such arbitration proceedings. Either Party, howeverat its sole discretion, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection may consolidate an arbitration conducted under this Agreement with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief arbitration to which it is a Party provided that (i) the prevailing party may arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be entitledconsolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed This IP Agreement to arbitrate waives any right to trial by the attorney to the prevailing partyjury.

Arbitration. a. All disputes under Any failure to perform, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof, other than an action for equitable relief or an action by the Company related to breach of Section 8, shall be settled determined exclusively by arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment provisions of this Section 10 and in accordance with the rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7for arbitrating commercial matters. The arbitrator arbitration shall be selected by held in Tucson, Arizona, or such other location as the joint agreement Parties shall mutually agree. The arbitrators shall base their award on applicable Nevada law and judicial precedent, and shall accompany their award with written findings of fact and conclusions of law. The decision of the Corporation and Officerarbitrators shall be binding on the Parties, but if they do not so agree within 20 days after except that either Party may appeal the date arbitrators’ decision by filing an action to reconsider the decision of the giving arbitrators in a court having jurisdiction hereunder. In any such action the arbitrators’ findings of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator fact shall be conclusive and binding upon on both Parties and the parties hereto and not subject sole questions to appeal; provided, however, that any such award be determined by the court shall be accompanied by a written opinion (i) whether or not the arbitrators’ decision was contrary to Nevada law and judicial precedent, and (ii) if the court determines that the arbitrators’ decision was contrary to Nevada law and judicial precedent, then how the dispute shall be resolved based on the arbitrators’ findings of facts and Nevada law and judicial precedent. The decision of the arbitrator giving court as to the reasons for resolution of the awarddispute under Nevada law and judicial precedent shall supersede the arbitrators’ decision. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the award rendered by the arbitrator arbitrators, as modified by the court, if applicable, may be entered in any court having jurisdiction thereofin accordance herewith. The All expenses and fees of the arbitrator and expenses for hearing facilities, stenographers, including reasonable attorneys’ fees and the costs of expert witnesses, and other expenses of the arbitrator arbitrators shall initially be shared equally borne by the partiesnon-prevailing Party; provided, however, that the arbitrator shall award arbitrators may allocate a portion of such expenses to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses other Party if the arbitrators believe such a measure is justified by the conduct of the arbitrator) incurred by such prevailing party in connection with Parties during the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes If any dispute or controversy arises under or in connection with this Agreement Agreement, is not resolved within a commercially reasonable time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration in Miamiarbitration, Florida, conducted before a single neutral arbitrator pursuant to at a location mutually agreed between the employment rules of arbitration (Company and Executive within the "AAA Rules") state of the American Company’s headquarters at such time in accordance with the Employment Arbitration Association Rules & Procedures of JAMS (the "AAA"“JAMS”) then in effect, in accordance with this Section 13(h). Arbitration may be commenced at any time , except as otherwise prohibited by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7nonwaivable provision of applicable law or regulation. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so parties hereby agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by that the arbitrator shall be conclusive construe, interpret and binding upon enforce this Agreement in accordance with its express terms, and otherwise in accordance with the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awardgoverning law as set forth in Section 13(a). This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator Judgment may be entered on the arbitration award in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; jurisdiction, provided, however, that the arbitrator either Party shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident seek a restraining order or injunction in any court of competent jurisdiction to appellate, bankruptcy and post-judgment proceedings) incurred as a result prevent any continuation of any judicial proceedings relating to violation of the specific enforcement provisions of this Section 7 Agreement and Executive hereby consents that such restraining order or judgment injunction may be granted without requiring the other Party to post a bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the award rendered right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator hereundershall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, in addition binding, final and enforceable by any court of competent jurisdiction. In the event action is brought pursuant to any other relief to which the prevailing party may be entitled. For purposes of this Section 713(h), "attorneys' fees" the arbitrator shall include, without limitation, paralegal fees, investigative fees, administrative have authority to award fees and costs and all other charges billed by the attorney to the prevailing party, in accordance with applicable law. If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of 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 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. 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. The Company may also enjoin by Court action any breach of Sections 5-6 or 7 as permitted by Section 8.

Arbitration. a. All disputes under Any dispute, claim or controversy based on, arising out of or relating to Consultant’s service or this Agreement shall be settled by final and binding arbitration in MiamiSan Diego, FloridaCalifornia, before a single neutral arbitrator pursuant to in accordance with the employment rules of arbitration JAMS Employment Arbitration Rules and Procedures (the "AAA “Rules") of the American Arbitration Association (the "AAA"”). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of the arbitrator shall initially be shared equally by the partiesits witnesses and all other expenses connected with presenting its case; provided, however, that Consultant and the Company agree that, to the extent permitted by law, the arbitrator shall may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party all fees and expenses (includingparty; provided, without limitationfurther, attorneys' fees and expenses and expenses of that the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all reimbursed for such fees, costs and expenses incident within forty-five (45) days following any such award, but in no event later than the last day of Consultant’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to appellatethis sentence shall terminate on the tenth (10th) anniversary of the date of Consultant’s termination of service. Other costs of the arbitration, bankruptcy and post-judgment proceedings) incurred as a result including the cost of any judicial proceedings record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunderConsultant’s service. This Agreement shall not limit either party’s right to obtain any provisional remedy, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall includeincluding, without limitation, paralegal feesinjunctive or similar relief, investigative feesfrom any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, administrative costs including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Consultant and all other charges billed by the attorney Company expressly waive their right to the prevailing partya jury trial.

Arbitration. a. All disputes under Any claim or controversy arising out of or relating to this Agreement or any breach thereof shall be settled by arbitration in Miami, Florida, before a single arbitrator if such claim or controversy is not settled pursuant to Section 18(h) hereof. The venue for any such arbitration shall be Dallas, Texas, or such other location as the employment rules of parties may mutually agree. Except as expressly set forth herein, all arbitration (proceedings under this Section 18(i) shall be undertaken in accordance with the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "“AAA")”) then in force. Arbitration Only individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be commenced at entered and enforced in any time by court of competent jurisdiction. 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 punitive damages against any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7arbitration. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the 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 pursuant to this Section 18(i), the non-prevailing parties shall be required to pay the reasonable attorneys' ’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes parties, except that if in the opinion of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorneys’ fees and expenses.

Arbitration. a. All disputes under As a condition precedent to any right of action hereunder, any dispute arising out of the interpretation, performance or breach of this Agreement Agreement, including the formation or validity thereof, shall be settled by submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in Miamiwriting and sent certified mail, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA")return receipt requested. Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The One arbitrator shall be selected chosen by each party and the two arbitrators shall, before instituting the hearing, choose an impartial third arbitrator who shall preside at the hearing. If either party fails to appoint its arbitrator within thirty (30) days after being requested to do so by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Noticeother party, the selection latter, after ten (10) days notice by certified mail of its intention to do so, may appoint the second arbitrator. If the two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made pursuant by drawing lots. All arbitrators shall be disinterested active or retired executive officers of insurance or reinsurance companies, Underwriters at Lloyd's London not under the control of either party to the AAA Rules from the panels of arbitrators maintained this Agreement, or a qualified arbitrator supplied by the AAA. Any award rendered Within thirty (30) days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the arbitrator strict rules of procedure and evidence. Arbitration shall take place in Des Moines, Iowa. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Illinois. The decision of any two arbitrators when rendered in writing shall be conclusive final and binding upon binding. The panel is empowered to grant interim relief as it may deem appropriate. The panel shall make its decision considering the parties hereto custom and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion practice of the arbitrator giving applicable insurance and reinsurance business as promptly as possible following the reasons for termination of the awardhearings. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the arbitrator third arbitrator. The remaining costs of the arbitration shall initially be shared equally allocated by the parties; providedpanel. The panel may, howeverat its discretion, that the arbitrator shall award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the prevailing party all fees and expenses (includingextent permitted by law. The panel is prohibited from awarding punitive, without limitationexemplary or treble damages, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party whatever nature, in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of arbitration proceeding concerning this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyAgreement.

Arbitration. a. All In order to expedite the resolution of legal disputes, the parties agree to have disputes under arising in connection with this Agreement finally settled in accordance with the rules established in Exhibit H, which decision shall be settled binding on the parties. The parties further agree that the first such arbitration proceeding initiated by either party shall be conducted at a location and under the auspices and arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of either the American Arbitration Association (Rules or the "AAA")Rules of Conciliation and Arbitration of the International Chamber of Commerce) selected by the non-complaining party; provided that English shall be the official language of all arbitration proceedings. Arbitration may be commenced at any time by any For all subsequent arbitrations, the selection of location and choice of rules shall alternate between the parties, I.E., if the Licensor is the complaining party hereto giving written notice (in the "Arbitration Notice") to the other party that such dispute has been referred to first arbitration under this Section 7Section, Licensee shall select the location and choice of rules for that arbitration and for the third, fifth, seventh, ET SEQ. arbitrations, and Licensor shall select the location and choice of rules for the second, fourth, sixth, ET SEQ. arbitrations. The arbitrator shall be selected by parties further agree that notwithstanding this provision, either party may, consistent with the joint agreement provisions of the Corporation and OfficerSection 17 herein, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant seek immediate injunctive relief in court prior to the AAA Rules from the panels initiation or pending resolution, of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered dispute in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from If the non-prevailing party reasonable attorneys' fees (includingdoes not comply with an arbitration decision, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party therein may be entitledimmediately enforce the arbitration decision in an equitable proceeding in court with both parties' court costs and related attorney's fees paid by the non-prevailing party in the arbitration, unless the arbitration decision is modified, or not upheld or enforced, in which case each side shall bear its own costs and attorney's fees. For purposes of Notwithstanding anything in this Section 726(a), "attorneys' fees" shall includeLicensor or Hugo Boss may seek to enforce any of its rights to prevent the unauthorized manufacture, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by sale or distribution of Licensed Products against any entity in any tribunal anywhere in the attorney to the prevailing partyworld.

Arbitration. a. All disputes under this Agreement If either the Provider Party or the Administrator Party wishes to pursue the Dispute as provided in Section 6.1, such party shall be settled by submit it to non-binding arbitration conducted in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "“AAA"”). In no event may any arbitration be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in Section 6.1, or the date of notice of termination. Arbitration may proceedings shall be commenced conducted by an arbitrator chosen from the National Healthcare Panel at any time by any party hereto giving written notice (a mutually agreed upon location within the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be selected bound by controlling law. The Parties and the joint agreement Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Corporation Provider Party and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection Administrator Party shall be made pursuant bear its own costs and attorneys’ fees related to the AAA Rules from the panels of arbitrators maintained by arbitration except that the AAA. Any award rendered by ’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be conclusive borne equally by the applicable parties, and binding upon the parties hereto arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and not subject to appeal; of itself constitute cause for termination of this Agreement. Except as hereafter provided, howeverduring an arbitration proceeding, that each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, although such award party shall be accompanied by a written opinion of obligated to file and pursue arbitration at the arbitrator giving the reasons for the awardearliest reasonable opportunity. This provision for arbitration shall be specifically enforceable by the parties and judgment upon Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of Nothing contained in this Article VI shall limit a Party’s right to terminate this Agreement with or without cause in accordance with Section 7.2. In addition, nothing contained in this Article VI prohibits the arbitrator shall initially be shared equally parties from pursuing remedies available under the Regulatroy Requirements. In the event litigation is initiated, the Parties agree to waive any right to a trial by the parties; provided, however, jury and that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be neither Party is entitled to recover from the non-prevailing party reasonable attorneys' fees (includingspecial, without limitationindirect, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 punitive or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyexemplary damages.

Arbitration. a. All disputes under If a dispute has not been resolved by negotiation as provided in Section 12.2 above, then, except as otherwise provided in this Agreement Section 12.3, the dispute shall be settled determined by arbitration in MiamiChicago, FloridaIllinois in accordance with the Commercial Arbitration Rules of the AAA, before a single arbitrator pursuant by three (3) arbitrators each of whom (i) has the qualifications and experience set forth in subsection (a) of this Section 12.3 and (ii) is selected as provided in subsection (b) of this Section 12.3. Any issue as to whether or the extent to which the dispute is subject to the employment rules arbitration and other dispute resolution provisions contained in this Agreement, including, but not limited to, issues relating to the validity or enforceability of these arbitration (provisions, the "AAA Rules") applicability of any statute of limitations or other defense relating to the timeliness of the American Arbitration Association (the "AAA"). Arbitration may be commenced at assertion of any time by claim or any party hereto giving written notice (the "Arbitration Notice") other matter relating to the other party that arbitrability of such dispute has been referred to arbitration under this Section 7. The arbitrator claim, shall be selected decided by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appealarbitrators; provided, however, that any person or entity who or which has not agreed to be bound by the provisions of this Agreement or these arbitration provisions shall not be bound by any arbitration award rendered by the arbitrators unless such person or entity participates in the arbitration proceeding and does not object to being bound by such award at or prior to the commencement of the arbitration hearing. The arbitrators shall base their award on the terms of this Agreement, and they shall endeavor to follow the law and judicial precedents which a U.S. District Judge sitting in the Southern District of New York would apply in the event the dispute were litigated in such court; provided, however, that nothing contained herein shall be accompanied by a written opinion deemed to enlarge the grounds for vacating arbitral awards even if, despite such endeavors, the arbitrators fail to correctly follow applicable law. The arbitrators shall render their award in writing and, unless all Parties agree otherwise, shall include an explanation in reasonable detail of the arbitrator giving the reasons for the their award. This provision for The arbitration shall be specifically enforceable governed by the parties substantive laws of the State of New York and applicable to contracts made and to be performed therein, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (Title 9, U.S. Code), and judgment upon the award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction thereof. The expenses Parties expressly waive any putative right they may otherwise have to seek an award of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result punitive damages arising out of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator dispute hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes If a Dispute is not resolved pursuant to Section 16.14 within the period provided therein, any party or Party may demand arbitration administered by the LCIA under this Agreement its rules presently in force (the “Rules”). The decision of the arbitration panel shall be settled final and binding on the Parties, and it will not be subject to any appeal or proceedings to vacate. The arbitration award may be enforced in any court of competent jurisdiction. The situs of the arbitration and any evidentiary proceedings shall be London and all proceedings and submissions shall be in the English language. The panel may conduct proceedings in other locations if necessary for the taking of evidence or as otherwise agreed by the Parties involved in such arbitration. The arbitration in Miamipanel shall consist of three members, Floridaone to be appointed by Iveco, before a single one to be appointed by Nikola, and the third arbitrator, who shall preside over the arbitration panel, to be chosen by the two Party-appointed arbitrators. If either Iveco or Nikola fails to appoint an arbitrator or the two Party-appointed arbitrators fail to appoint the third within the time periods prescribed below, then the appointments shall be made by the Secretariat of the LCIA pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto Party by giving written notice (setting out the "Arbitration Notice") nature of the dispute to each other Party and to the LCIA pursuant to the Rules. Within 5 calendar days of such notice, the party demanding arbitration shall appoint its arbitrator. Within 15 calendar days of that appointment, the other party that such dispute has been referred to arbitration under this Section 7shall appoint its arbitrator. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 Within 30 calendar days after the date appointment of both Party-appointed arbitrators, those two Party-appointed arbitrators shall appoint the third arbitrator. Except as required by applicable Law, none of Iveco, Nikola or the arbitration panel may disclose the existence, content or results of the giving arbitration unless and to the extent that disclosure is required by applicable Law or is necessary for permitted court proceedings. The arbitration panel shall be authorized to award monetary damages and to grant injunctive relief, including interim relief pending the final award. Any interim or provisional measure in the form of conservatory or injunctive relief ordered by the arbitration panel shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability. For the avoidance of doubt, nothing in this Section should be interpreted to preclude any party from seeking interim relief from a court of competent jurisdiction prior to the formation of the Arbitration Notice, the selection arbitration panel. Any monetary award may include interest and shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive stated and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered payable in any court having jurisdiction thereofU.S. currency. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall arbitration panel is not authorized to award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 punitive or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyexemplary damages.

Arbitration. a. All Arbitration of disputes under this Agreement shall be settled by arbitration in Miamior claims (each, Florida, before a single arbitrator pursuant to “Claim”) between the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration parties under this Section 7XXIII.C shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be held in New York, New York. The arbitration shall be conducted by one arbitrator who is knowledgeable in the subject matter at issue in the dispute. The arbitrator will be selected by written agreement of the Parties. The arbitrator shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be selected by the joint agreement of the Corporation and Officerauthorized to award compensatory damages, but if they do not so agree within 20 days after the date shall NOT be authorized (a) to award non-economic damages, such as for emotional distress, pain and suffering or loss of the giving of the Arbitration Noticeconsortium, the selection shall be made pursuant (b) to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject punitive or multiple damages, or (c) to appealreform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that any the damage limitations described in subsections (a) and (b) of this sentence will not apply if such award damages are statutorily imposed. The arbitrator also shall be accompanied by a written opinion authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The decision of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by final and binding upon the parties Parties. The award of the arbitrator shall be the sole and judgment upon exclusive remedy of the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction thereof. The expenses This Section XXIII.C shall not apply to any dispute, controversy or claim that concerns (i) the validity or infringement of a patent, trademark or copyright; or (ii) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory. Notwithstanding the arbitrator foregoing, claims for injunctive relief shall initially not be shared equally by the parties; provided, however, that the arbitrator shall award subject to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses requirements of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party English shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result language of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyarbitration proceeding.

Arbitration. a. The Potato Expo and Exhibitor shall attempt in good faith to resolve any controversy or claim by negotiation or mediation. If they are unable to do so, the controversy(is) or claim(s) whether arising under these rules and regulations or otherwise (collectively “Disputes”), shall be resolved by arbitration. All Disputes for arbitration shall be presented to one or more arbitrator(s) in accordance with the then-current Commercial Arbitration Rules and Mediation rules and the laws of the District of Columbia, without regard to conflict of law principles. Arbitration shall be binding and shall afford the parties the same options for damage awards as would be available in court. Potato Expo and Exhibitor shall allow discovery, and all discovery disputes shall be decided exclusively by arbitration. Any damages shall be awarded only in accordance with applicable law. The parties shall share equally in all fees and expenses of arbitration. Each party, however, shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence. In connection with any action seeking to collect monies awarded through the arbitration process, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. In any such arbitration proceeding or action seeking to collect monies awarded through the arbitration process, Potato Expo and Exhibitor consent to venue and jurisdiction in the District of Columbia. Entire Agreement The Exhibitor Terms & Agreement terms represent the entire agreement (“Agreement”) between Exhibitor and the Potato Expo, and there are no other agreements, understandings, representation, or warranties. Any modification of this Agreement must be agreed to in writing by Exhibitor and the Potato Expo. This Agreement cannot be assigned or otherwise transferred by Exhibitor, unless permission is granted in writing by the Potato Expo. The rights of the Potato Expo under this Agreement shall not be settled deemed waived except as specifically stated in writing signed by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") an authorized officer of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyPotato Expo.

Arbitration. a. All disputes under Xxxxxxx and the Company agree that in the event a dispute arises concerning or relating to Xxxxxxx’x employment with the Company, any termination therefrom, or the interpretation, application or enforcement of this Agreement Agreement, such dispute shall be settled by submitted to binding arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment arbitration rules of arbitration (the "AAA Rules") of the American Arbitration Association (“AAA”) by a single impartial arbitrator experienced in employment law selected as follows: if the "Company and Xxxxxxx are unable to agree upon an impartial arbitrator within ten days of a request for arbitration, the parties shall request a panel of employment arbitrators from AAA and alternatively strike names until a single arbitrator remains. The arbitration shall take place in Coeur d’Alene, Idaho, and both Xxxxxxx and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with AAA")’s rules and procedures. Arbitration may Xxxxxxx and the Company further agree that arbitration as provided for in this section will be commenced at the exclusive and binding remedy for any time such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any either party hereto giving written notice (for temporary or preliminary injunctive relief pending arbitration in accordance with applicable law, or an administrative claim with an administrative agency. The parties further agree that the "Arbitration Notice") to award of the other party that such dispute has been referred to arbitration under this Section 7arbitrator shall be final and binding on both parties. The arbitrator shall have discretion to award monetary and other damages, or no damages, and to fashion such other relief as the arbitrator deems appropriate. The Company will be selected by the joint agreement responsible for paying any filing fees and costs of the Corporation and Officerarbitration proceeding itself (for example, arbitrators’ fees, conference room, transcripts), but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection each party shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAresponsible for its own attorneys’ fees. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; providedTHE COMPANY AND XXXXXXX ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, howeverTHEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; providedEITHER STATE OR FEDERAL, howeverAND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, that the arbitrator shall award to the prevailing party all fees and expenses (includingIF ANY, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyDETERMINED BY A JURY.

Arbitration. a. All (a) Except with respect to disputes and claims arising under this the Nonsolicitation and Confidentiality Agreement (which the parties hereto may pursue in any court of competent jurisdiction as specified below and with respect to which each party shall be settled bear the cost of his or its own attorneys' fees and expenses, except to the extent otherwise required by arbitration in Miamiapplicable law), Floridaeach party hereto agrees that arbitration, before a single arbitrator pursuant to the employment rules procedures set forth in the National Rules for the Resolution of arbitration Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the "AAA Rules"), shall be the sole and exclusive method for resolving any claim or dispute ("Claim") arising out of or relating to the rights and obligations of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration parties under this Section 7Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. The parties hereto agree that (i) one arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made appointed pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that conduct any such award shall be accompanied by a written opinion arbitration, (ii) all meetings of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered all hearings with respect to any such arbitration shall take place in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; providedLos Angeles, howeverCalifornia, that the arbitrator shall award (iii) each party to the prevailing party all fees arbitration shall bear his or its own costs and expenses (including, without limitation, all attorneys' fees and expenses expenses, except to the extent otherwise required by applicable law) and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator's fees, hearing expenses, etc.) incurred shall be borne equally by the parties hereto; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced, the costs of mediation as set forth in subparagraph (b) below, and the fees and expenses of attorneys, accountants and other experts) to the parties hereto based upon the relative fault of each such prevailing party as determined by the arbitrator. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in connection with this paragraph 17 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. The prevailing Each party hereto hereby irrevocably submits to the jurisdiction of the federal courts (and, if jurisdiction in the federal courts is not proper, then the state courts) sitting in Los Angeles, California, and agrees that either court shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial proceedings relating to judgment enforcing or not enforcing any award, judgment or determination of the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyarbitration.

Arbitration. a. All disputes under this Agreement shall be settled by If the matter is not resolved after applying the mediation procedures set forth above, or if either party refuses to take part in the mediation process, the parties hereby agree to submit all controversies, claims and matters of difference that are unresolved to arbitration in MiamiDenver, FloridaColorado, before a single arbitrator pursuant according to the employment commercial rules of arbitration (the "AAA Rules") and practices of the American Arbitration Association (the "AAA") from time to time in force, and in accordance with the following provisions of this subsection (d). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation , and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable unless otherwise agreed by the parties and judgment upon subject to the award rights of the parties as provided in Section 18.1 and Section 18.2 hereof (including the right not to continue to perform under this Agreement), they shall continue to perform under this Agreement during arbitration. (i) Arbitration discovery shall be conducted in accordance with the Federal Rules of Civil Procedure, with any disputes over the scope of discovery to be determined by the arbitrators, it being intended that the arbitrators shall allow limited, reasonable discovery prior to any hearing on the merits. (ii) Arbitration hereunder shall be by three independent and impartial arbitrators. Each of the parties shall appoint one arbitrator within thirty (30) days after initiation of arbitration and the two arbitrators so appointed shall select a third arbitrator within forty-five (45) days after initiation of arbitration. In the event that the parties or the arbitrators fail to select arbitrators as required above, the AAA shall select such arbitrators. (iii) The AAA shall have the authority to disqualify any arbitrator who it determines not to be independent and impartial. The arbitrators shall be entitled to a fee commensurate with their fees for professional services requiring similar time and effort. (iv) The arbitrators shall conduct a hearing no later than sixty (60) days after initiation of the matter to arbitration, and a decision shall be rendered by the arbitrator arbitrators within thirty (30) days of the hearing. At the hearing, the parties shall present such evidence and witnesses as they may choose, with or without counsel. Adherence to formal rules of evidence shall not be required but the arbitration panel shall consider any evidence and testimony that it determines to be relevant, in accordance with procedures that it determines to be appropriate. The arbitration determination shall be in writing and shall specify the factual and legal bases for the determination. The arbitrators may award legal or equitable relief, including but not limited to specific performance. (v) The parties agree that this submission and agreement to arbitrate shall be governed by and specifically enforceable in accordance with the laws of the State of Colorado. Arbitration may proceed in the absence of any party if prior written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and determinations rendered in such proceedings. Such decisions and determinations shall be final and binding on all parties. All decisions and determinations may be entered in any court filed with the clerk of one or more courts, state, federal or foreign having jurisdiction thereof. The expenses of over the arbitrator shall initially be shared equally by the parties; providedparty against whom it is rendered or its property, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result basis of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyjudgment.

Arbitration. a. All disputes Any claim, action, dispute, controversy or disagreement (each, a “Dispute”) between the parties hereto or any of their respective successors and assigns under or related to this Agreement shall be settled governed exclusively and finally by arbitration. Such arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of shall be conducted by the American Arbitration Association (“AAA”) in the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator State of New York, County of New York, and shall be selected by initiated and conducted in accordance with the joint agreement Commercial Arbitration Rules of the Corporation and OfficerAAA, but if they do not so agree within 20 days after as such rules shall be in effect on the date of a delivery of a demand for arbitration (“Demand”), except to the giving extent that such rules are inconsistent with the provisions set forth herein. The arbitration shall be conducted by a single arbitrator (the “Arbitrator”) to be mutually selected by, and agreeable to, the parties. If the parties are unable to agree on the Arbitrator within forty-five (45) days of the Arbitration Noticedate of a Demand, then the selection parties agree that an Arbitrator shall be made pursuant to the AAA Rules from the panels of arbitrators maintained designated by the AAA. In any event, the Arbitrator shall be independent and without any economic or financial interest of any kind in the outcome of the arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award Arbitrator shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in reaching the arbitrator giving the reasons for the awarddecision. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the The award rendered by the arbitrator Arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered in by any court having jurisdiction thereofof competent jurisdiction. Each party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such party’s case. The expenses remaining costs of the arbitrator arbitration, including without limitation, fees of the Arbitrator, costs of records or transcripts and administrative fees shall initially be shared borne equally by the parties; provided. Notwithstanding the foregoing, however, that the arbitrator shall Arbitrator may modify the allocation of such costs and fees in those cases where fairness dictates a different allocation of costs between the parties and an award of attorneys’ fees to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered determined by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyArbitrator.

Arbitration. a. All disputes For any Dispute involving amounts owed under this the Agreement, or whether a Party has breached its obligations under the Agreement (and/or has cured such breach), such Dispute (if not resolved by the Parties under Section 11.1) shall be settled resolved by final and binding arbitration in Miamiaccordance with this Section 11.2, Florida, before a single arbitrator pursuant to under the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the "AAA"). Arbitration may be commenced at end of the good faith negotiation period referenced in Section 11.1, refer any time such Dispute to arbitration by any party hereto giving submitting written notice (the "Arbitration Notice") to the other party Party. Within [***] Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such dispute has been referred arbitrator within [***] days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to arbitration under this Section 7an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be selected by the joint agreement instructed that time is of the Corporation and Officeressence in the arbitration proceeding. The arbitrator shall, but if they do not so agree within 20 [***] calendar days after the date conclusion of the giving arbitration hearing, issue a written award and statement of decision describing the Arbitration Noticeessential findings and conclusions on which the award is based, including the selection shall be made pursuant to the AAA Rules from the panels calculation of arbitrators maintained by the AAAany damages awarded (if applicable). Any award rendered by the The arbitrator shall be conclusive and binding upon authorized to award compensatory damages, but shall not be authorized to (i) *Confidential Treatment Requested. award non-economic or punitive damages to the parties hereto and not subject to appealextent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that any the damage limitations described in part (i) of this sentence will not apply if such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awarddamages are statutorily imposed. This provision for arbitration shall be specifically enforceable by the parties and judgment upon Judgment on the award rendered by the arbitrator may be entered enforced in any court having competent jurisdiction thereof. The expenses , or application may be made to the court for a judicial recognition of the arbitrator shall initially be shared equally by award or an order of enforcement as the parties; providedcase may be, however, that subject only to revocation on grounds of fraud or clear bias on the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses part of the arbitrator) incurred by . Notwithstanding anything contained in this Section 11.2 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such prevailing party in connection with Party or to preserve the arbitrationstatus quo pending the arbitration proceeding. The prevailing party Parties agree that the arbitration shall also be entitled kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any person necessary to recover from the non-prevailing party reasonable attorneys' fees (includingconduct of the proceeding, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred except as a result of any may lawfully be required in judicial proceedings relating to the specific enforcement of this Section 7 arbitration or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyotherwise.

Arbitration. a. All disputes under this Agreement shall be settled by arbitration in MiamiIn the event the designated senior executives are not able to resolve, Floridawithin an additional thirty (30) day period or such other period as the parties may mutually agree, before a single arbitrator any Dispute pursuant to the employment Informal Dispute Resolution procedure as set forth in Section 20.1, such Dispute shall be resolved by binding arbitration of three arbitrators in accordance with the rules (“Rules”) promulgated by the International Chamber of arbitration Commerce (the "AAA Rules"“ICC”). Each Party shall select one arbitrator in the request for arbitration and the answer to the request respectively, and the two nominated arbitrators shall select their chairman, provided however, that if the two nominated arbitrators are unable to mutually agree to the chairman within thirty (30) days after the appointment of the American Arbitration Association (second arbitrator, the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator chairman shall be selected by the joint agreement ICC in accordance with the Rules. For purposes of the Corporation selection of arbitrators under this Section 20.2, the Customers shall be collectively considered to be a single Party. Unless otherwise mutually agreed to by the parties to the arbitration, the arbitration shall take place in New York, NY, and Officer, but if they do not so agree within 20 days after the date procedural law of the giving place of arbitration shall apply where the Rules are silent. The language of the Arbitration Noticearbitration and all pleadings, the selection written statements, documents, and decisions shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAin English. Any The decision or award rendered by the arbitrator arbitrators shall be conclusive written, final and binding upon the parties hereto non-appealable and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered and enforced in any court having of competent jurisdiction. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction thereof(i) for interim injunctive relief, or (ii) in conjunction with any dispute about the validity of a patent without breach of this arbitration provision. The expenses costs of the arbitrator arbitration, including administrative fees and fees of the arbitrators, shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered unless otherwise determined by the arbitrator hereunderarbitrators. Furthermore, in addition notwithstanding the foregoing, if an IP Claim or IP Claim to Contractor is brought against any Party to this Contract, such Party may bring any counterclaim, cross-claim, impleader or other action to bring any other relief Party or Parties to which this Contract into such third party initiated action if the prevailing party may Party brought into such suit would have an indemnity obligation under Section 12 or 13 hereunder; the question whether or not such indemnification obligation between the Parties exists shall be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed decided by the attorney to the prevailing partyarbitral tribunal in accordance with Section 20.

Arbitration. a. All disputes under this Agreement shall may at the election of the Indemnified Party, be settled by arbitration in MiamiWilmington, FloridaDelaware, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAAASSOCIATION")) before a panel of three (3) arbitrators. Arbitration may be commenced at any time by any a party hereto giving written notice (the "Arbitration Notice") to the all other party parties hereto that such dispute has been referred to arbitration under this Section 7arbitration. The arbitrator party (or parties) initiating the arbitration shall be entitled to select one arbitrator, the other party (or parties) shall be entitled to select one arbitrator, and the two arbitrators so selected shall select the third arbitrator; provided, that, all three of the arbitrators shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels a list of arbitrators with expertise in commercial disputes and/or contract interpretation maintained by the AAAAssociation. Any award rendered by the arbitrator arbitrators shall be conclusive and binding upon the parties hereto and not subject to appealhereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator arbitrators giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by decision of the arbitrator may in accordance herewith shall be entered in any court having jurisdiction thereoffinal and binding and there shall be no right of appeal therefrom. The Each party shall pay its own expense of arbitration and the expenses of the arbitrator arbitrators shall initially be shared equally by the partiesshared; provided, however, that if in the arbitrator shall award to opinion of the prevailing party arbitrators any claim made was unreasonable, the arbitrators may assess, as part of their award, all fees and expenses (including, without limitation, attorneys' fees and expenses and or any part of the arbitration expenses of the arbitrator) incurred by such prevailing other party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party (including reasonable attorneys' fees (includingfees) and of the arbitrators against the party raising such unreasonable claim, without limitationdefense or objection. To the extent that arbitration may not be legally permitted hereunder or the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration any party may commence a civil action in the federal district courts in Wilmington, all Delaware, and the parties agree to submit to the personal jurisdiction of such feescourt. Each party hereto irrevocably waives, costs and expenses incident to appellatethe fullest extent permitted by law, bankruptcy and post-judgment proceedings) incurred as a result any objection which it may now or hereafter have to the laying of the venue of any judicial proceedings relating to proceeding brought in the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunderfederal district courts in Wilmington, Delaware, any claim that any proceeding brought in addition to such a court has been brought in an inconvenient forum, and any other relief right to which the prevailing party it may be entitled. For purposes entitled on account of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyits place of residence or domicile.

Arbitration. a. All disputes under Any dispute or controversy between Company and Executive, arising out of or relating to this Agreement Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration in MiamiSan Diego, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of California administered by the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA in accordance with its National Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties Resolution of Employment Disputes then in effect and judgment upon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of Company and Executive. The Company shall pay all of the arbitrator shall initially be shared equally by direct costs and expenses in any arbitration hereunder and the partiesarbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award to the prevailing party all reimbursement of its, his or its reasonable attorney’s fees and expenses (includingcosts; provided, without limitationhowever, attorneys' fees and expenses and expenses of that the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all reimbursed for such fees, costs and expenses incident to appellatewithin forty-five (45) days following any such award, bankruptcy and post-judgment proceedings) incurred as a result but in no event later than the last day of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon Executive’s taxable year following the award rendered by the arbitrator hereunder, taxable year in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by expenses were incurred; provided, further, that the attorney parties’ obligations pursuant to this sentence shall terminate on the prevailing partytenth (10th) anniversary of the date of Executive’s termination of employment. The Company and Executive hereby expressly waive their right to a jury trial.

Arbitration. a. All disputes READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SONNEN, INC. For any dispute with sonnen, Inc. in connection with this Factory Limited Warranty, you agree to first contact us at the email address identified below and attempt to resolve the dispute with us informally. If the dispute has not been resolved after 60 days, we each agree to resolve such dispute through binding arbitration under this Agreement the Optional Expedited Arbitration Procedures then in effect for the Judicial Arbitration and Mediation Services (“JAMS”). JAMS may be contacted at xxx.xxxxxxx.xxx. The existence, content and result of the arbitration shall be settled held in confidence by all participants. The arbitration in Miami, Florida, before will be conducted by a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation Parties or, failing such agreement, appointed in accordance with the JAMS rules. The arbitration shall be conducted in English and Officerin Atlanta, but if they do not so agree within 20 days after Georgia. If you are using the date Covered Products for commercial purposes, each Party will bear its own expenses in the arbitration and will share equally the costs of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appealarbitration; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving may, in their discretion, award reasonable costs and fees to the reasons prevailing Party. If you are an individual using the Covered Products for non-commercial purposes: (i) JAMS may require you to pay a fee for the award. This provision initiation of your case, unless you apply for arbitration shall be specifically enforceable and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the parties arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may xxx in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment upon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. The expenses of the arbitrator Nothing in this Section shall initially be shared equally by the parties; provideddeemed as preventing sonnen, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover Inc. from seeking injunctive or other equitable relief from the non-prevailing party reasonable attorneys' fees (includingcourts as necessary to prevent the actual or threatened infringement, without limitationmisappropriation, all such feesor violation of our data security, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 intellectual property rights or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyproprietary rights.

Arbitration. a. All disputes under this Agreement If the Parties fail to reach agreement within ten (10) days following the end of the Consultation Period (the “Arbitration Initiation Date”) and the Breaching Party has not cured such alleged breach to the Alleging Party’s reasonable satisfaction, the Alleging Party and the Breaching Party shall be settled by entitled to initiate binding arbitration in Miami, Florida, before a single arbitrator pursuant to resolve such dispute. Such arbitration shall be conducted under the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American AAA by a [single] arbitrator who is selected by mutual agreement of the Parties or, if they cannot agree within twenty (20) days following the Arbitration Association (Initiation Date, by the "AAA"). Arbitration may The arbitration shall be commenced at any time conducted in [Chicago, Illinois]. Each Party shall be entitled to be represented by any party hereto giving written notice (counsel and shall bear its own expenses in connection with such arbitration. Licensor shall involve representatives of the "Arbitration Notice") to Relevant Community in such arbitration. Each Party shall bear its own costs and expenses, and the other party that such dispute has been referred to arbitration under this Section 7costs and expenses of the arbitrator shall be divided evenly between the Parties. The arbitrator shall be selected authorized to determine questions of fact and law, to award monetary damages and to order specific performance, provided that the sole questions to be determined by the joint arbitrator is whether the Breaching Party has material breached the terms of this Agreement and whether any failure of the Alleging Party to accept any proposed or actual cure of such breach was reasonable. For avoidance of doubt, the arbitrator is precluded from making any determination as to the sufficiency of Licensee or its Affiliate’s provision of Relevant IANA Services. The results of the arbitration shall be final and binding, and shall be supported by a reasoned opinion. The arbitral award may be enforced in any court of competent jurisdiction. Upon mutual agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration NoticeParties, the selection shall consultation, mediation and arbitration processes of any Alleged Breach, may be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that combined with any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyprocesses initiated under another Community License Agreement.

Arbitration. a. All disputes under disputes, claims, and controversies between the Parties arising out of or related to this Agreement or the breach hereof (except for breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right, or any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the Parties or to others) that cannot be resolved by the Parties within a period of thirty (30) days after written notice of a dispute has been given by one Party hereunder to the other (the last day of such thirty (30) day period being herein referred to as the “Arbitration Date”), shall be settled by arbitration by an arbitrator with substantial experience in Miamiresolving complex commercial contract disputes, Florida, before who shall be chosen from a single list of JAMS arbitrators. The arbitration shall be conducted by one arbitrator appointed pursuant to the employment rules applicable procedures of arbitration (JAMS and conducted under the "AAA Rules") then-current Commercial Arbitration Rules of the American Arbitration Association (Association. The arbitrator shall issue an award in support of his or her decision within 120 days of the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (selection of the "Arbitration Notice") arbitrator, stating the legal and factual basis for the decision and the reasoning leading to the other party that such dispute has been referred to arbitration under this Section 7decision. The arbitrator shall be selected prohibited from awarding damages or remedies in excess of those allowed by the joint agreement provisions of this Agreement. If the Corporation and OfficerParties cannot agree upon the identity of an arbitrator within fifteen (15) days following either Party’s receipt of notice that an arbitration has been commenced by the other Party, but if they do not so agree within 20 days after the date of the giving of then an arbitrator shall be selected on an expedited basis in accordance with the Arbitration NoticeRules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the networking and wireless communication circuitry industries. The arbitrator shall have the authority to grant specific performance and shall allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the selection arbitration) in such equitable manner as the arbitrator may determine. The substantially prevailing Party in the arbitration, as shall be made pursuant to the AAA Rules from the panels of arbitrators maintained determined by the AAAarbitrator, shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Any The decision and award rendered by of the arbitrator shall be conclusive final and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon on the award so rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of arbitration shall be held in Santa Xxxxx County, California, and the arbitrator award shall initially be shared equally deemed to be made in California. Except as may be determined otherwise by the parties; providedarbitrator, howevereach Party shall bear its own costs and expenses, that including attorney’s fees, witness fees, travel expenses, and preparation costs. Notwithstanding the arbitrator foregoing, each Party shall award have the right to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party , provided that a permanent injunction and damages shall also only be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered awarded by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyarbitrator.

Arbitration. a. All disputes Subject to possible court proceedings under Section 11.2(d) of this Agreement, if any conciliation proceedings under Section 11.2(a) of this Agreement are terminated in accordance with Article 15 of the UNCITRAL Conciliation Rules or rejected in accordance with Article 2 of those Rules, without resolution of the disputes, controversies or claims, then all said disputes, controversies or claims shall be settled determined by arbitration in Miamiaccordance with the UNCITRAL Arbitration Rules now in force, Floridaas supplemented by the IBA Rules on the Taking of Evidence in International Commercial Arbitration, before a single arbitrator pursuant as adopted June 1, 1999, insofar as said IBA Rules are not inconsistent with the express provisions of this Agreement. The language to be used in the employment rules arbitral proceedings shall be English. There shall be three (3) arbitrators, the place of arbitration shall be Chicago, Illinois (USA) and the "AAA Rules") appointing authority shall be JAMS Endispute, Inc. In rendering the award, the arbitrator shall follow and apply the substantive laws of the American Arbitration Association State of Illinois (the "AAA"without regard to conflict or choice of laws principles). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall have the authority to award compensatory damages only, subject to the limitations described in this Agreement. Each party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such party's case (collectively, "Attorneys' Fees"). The remaining costs of the arbitration, including without limitation, fees of the arbitrator, costs of records or transcripts and administrative fees (collectively, "Arbitration Costs") shall be selected borne equally by the joint agreement parties. Notwithstanding the foregoing, the arbitrator in the award may apportion said Attorneys' Fees and Arbitration Costs, pursuant to articles 38 through 40 of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the UNCITRAL Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAARules. Any The award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; providedfinal, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in accordance with the applicable law by any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes under this Agreement involving termination of the Executive's employment for a Conduct, Performance or Disloyalty Termination Event shall be settled resolved by binding arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of administered by the American Arbitration Association (the "AAA")) in accordance with the terms of this Agreement, and the Commercial Arbitration Rules of the AAA. Arbitration may be commenced at In the event of any time by any party hereto giving inconsistency between such rules and this Agreement, this Agreement shall control. The arbitration process shall commence when the Executive has received written notice by Proformix that the Executive is being dismissed for any of the above referenced reasons. Either party may then notify the AAA who shall then supply the parties with a list of three potential arbitrators. Each party shall then have four (4) business days to object to one of the "Arbitration Notice"potential arbitrators. The remaining potential arbitrator (and if more than one is remaining, then one shall be selected by lot) shall serve as the single arbitrator. Each party shall then have sixty (60) days to conduct discovery pursuant to the terms and provisions of the New Jersey Rules of Civil Procedure. Upon conclusion of the sixty (60) day period or such earlier time as the parties may agree the parties shall participate in an arbitration proceeding in accordance the with AAA's then current policies and procedures. The arbitration proceedings shall be conducted in New Jersey at the offices of AAA or such other party that such dispute has been referred to arbitration under this Section 7place in New York as the parties shall mutually agree. The arbitrator shall be selected by empowered to impose sanctions and take such other actions as the joint agreement of arbitrator deems necessary to the Corporation and Officer, but if they same extent a judge could do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA New York Rules from the panels of arbitrators maintained by the AAACivil Procedure and applicable law. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The expenses of Unless the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered termination is decided by the arbitrator hereunderto be appropriate, in addition to any other relief to which the prevailing party may Proformix shall be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney liable to the prevailing partyExecutive for damages for wrongful termination.

Arbitration. a. All The parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and the Executive agree that, with the express exception of any dispute or controversy arising under Sections 11 and 12 of this Agreement, any controversy or claim arising out of or in any way relating to the Executive’s employment with the Company, including, without limitation, any and all disputes concerning this Agreement shall and the termination of this Agreement that are not amicably resolved by negotiation, shall, to the fullest extent permitted by applicable law, be settled submitted to and decided by arbitration in MiamiNew Jersey, Floridaor such other place agreed to by the parties, before as follows: Any such arbitration shall be heard by a single arbitrator pursuant to arbitrator. Except as the employment rules parties may otherwise agree, the arbitration, including the procedures for the selection of arbitration (an arbitrator, shall be conducted in accordance with the "AAA Rules") National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "“AAA"”). Arbitration may be commenced at To the fullest extent permitted by applicable law, the arbitrator, and not any time by federal, state, or local court or agency, shall have exclusive authority to resolve any party hereto giving written notice (the "Arbitration Notice") dispute relating to the other party that such dispute has been referred to enforceability or formation of the arbitration under requirement contained in this Section 7and the arbitrability of any dispute between the parties. The arbitrator All attorneys’ fees and costs of the arbitration shall in the first instance be selected borne by the joint agreement of the Corporation respective party incurring such costs and Officerfees, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive have the discretion to award costs and/or attorneys’ fees as he or she deems appropriate under the circumstances. The parties hereby expressly waive punitive damages, and binding upon the parties hereto and not subject to appeal; provided, however, under no circumstances shall an award contain any amounts that are in any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awardway punitive in nature. This provision for arbitration shall be specifically enforceable by the parties and judgment upon Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator It is intended that controversies or claims submitted to arbitration under this Section 8 shall initially be shared equally remain confidential, and to that end it is agreed by the parties; providedparties that neither the facts disclosed in the arbitration, howeverthe issues arbitrated, that nor the arbitrator view or opinions of any persons concerning them, shall award be disclosed to third persons at any time, except to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred extent necessary to enforce an award or judgment or as required by such prevailing party law or in response to legal process or in connection with the such arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating Notwithstanding anything in this Agreement to the specific enforcement of contrary, nothing in this Section 7 8 or judgment upon this Agreement shall be construed to prevent the award rendered by Executive from filing a complaint or charge with the arbitrator hereunderU.S. Equal Employment Opportunity Commission, in addition the New Jersey Division on Civil Rights or any similar federal or state administrative agency. Notwithstanding the foregoing, each of the parties agrees that, prior to submitting a dispute under this Agreement to arbitration, the parties agree to submit for a period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party mediator under the auspices of JAMS, New York, New York Resolutions Center (or any other relief to which the prevailing party may be entitled. For purposes of this Section 7successor location), "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney pursuant to the prevailing partyprocedures of JAMS International Mediation Rules conducted in New Jersey (however, such mediation or obligation to mediate shall not suspend or otherwise delay any termination or other action of the Company or affect the Company’s other rights).

Arbitration. a. All disputes under Any dispute, claim or controversy based on, arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in MiamiNew York, FloridaNew York, before a single neutral arbitrator pursuant to in accordance with the employment rules of arbitration JAMS Employment Arbitration Rules and Procedures (the "AAA “Rules") of the American Arbitration Association (the "AAA"”). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The Rules may be found online at www.jamsxxx.xxx xxx xxxl be provided to Executive upon request. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall initially be shared equally borne by the partiesCompany. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that Executive shall retain the arbitrator right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall award be arbitrated pursuant to the prevailing party all fees terms of this Agreement; and expenses (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any similar state agency in any applicable jurisdiction; provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, attorneys' fees injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and expenses and expenses interests pending the outcome of the arbitrator) incurred by arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such prevailing party in connection with the relief shall not be deemed to be a waiver of such party’s right to compel arbitration. The prevailing party shall also be entitled Both Executive and the Company expressly waive their right to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyjury trial.

Arbitration. a. All disputes under this Agreement In the event of any dispute hereunder, the Parties shall use their reasonable efforts to resolve such dispute through discussions by their authorized representatives. Any dispute which is not so resolved within fifteen (15) calendar days after the start of such discussions (or such longer period as may be mutually agreed) shall be settled resolved by arbitration in Miami, Florida, before a single arbitrator pursuant to accordance within the employment commercial arbitration rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "“AAA"”). Arbitration may be commenced at any time by any party hereto giving written notice (The arbitration proceedings, including the "Arbitration Notice") to rendering of an award, shall take place in the other party that such dispute has been referred to arbitration under this Section 7Borough of Manhattan, New York, New York. The arbitration panel shall consist of three persons, one chosen by each of the Parties, and the third chosen by such two arbitrators. If the first two arbitrators are unable to agree on the third arbitrator, the third arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained appointed by the AAA. Any award rendered If either such Party does not select an arbitrator within ten (10) days after a request for arbitration hereunder, the arbitrator chosen by the arbitrator other shall act as the sole arbitrator. The arbitration proceedings shall be conclusive and binding conducted in accordance with the International Arbitration Rules of AAA. The award of such arbitral tribunal shall be final. Judgment upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered by the prevailing Party in any court having jurisdiction thereofjurisdiction. The expenses award of the arbitrator arbitral tribunal may be alternatively or cumulatively for monetary damages. The arbitral tribunal may issue interim awards and order any provisional measures which should be taken to preserve the respective rights of a Party. The arbitral tribunal shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party charge all fees and expenses (including, without limitation, attorneys' fees and expenses costs and expenses of the arbitrator) incurred by such prevailing party in connection with arbitration, including the arbitration. The prevailing party shall also be entitled fees and expenses of the arbitral tribunal and any experts, to recover from the non-prevailing party reasonable attorneys' fees (includingParty; provided that if the tribunal determines that there is not a prevailing Party, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy shall be allocated between the Parties as the arbitral tribunal deems fair and post-judgment proceedings) incurred as a result of any judicial proceedings relating to reasonable taking into account the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief extent to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyParties’ relative positions have prevailed.

Arbitration. a. All disputes Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration arbitration, conducted before an arbitrator in MiamiNew York, FloridaNew York, before a single arbitrator pursuant to in accordance with the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA")then in effect. Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator Judgment may be entered on the arbitration award in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the partiesjurisdiction; provided, however, that the Company or Executive shall 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 Section 5, 6 or 7 of the Agreement, as applicable, and the Company, Parent and Executive hereby consent 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, as in-house counsel, as a judge or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (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 punitive damages against any party to such arbitration. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this paragraph, (x) if the arbitrator determines that Executive is the prevailing party all in such action, the Company shall be required to pay the arbitrator’s full fees and expenses (includingbut not the Executive’s legal fees), without limitation(y) if the Company (or Parent) prevails in such action, attorneys' Executive shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees) and (z) if, in the opinion of the arbitrator deciding such action, there is no prevailing party, each party shall pay her or its own attorney’s fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' ’s fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered will be borne equally by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyParties thereto.

Arbitration. a. All Except for actions arising from Subscriber's failure to make payments under this Agreement, the parties agree to resolve through binding arbitration all suits, causes of action, controversies, claims or disputes (collectively referred to as 'Claims") that arise by virtue of this Agreement or otherwise. Arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $1,000,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be New York, New York. Any award under this Section shall be subject to the limitation of Company's liability set forth in Section 13 and the arbitrator(s) shall not award consequential, special, exemplary, punitive or incidental damages in any arbitration initiated under this Section. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON ANY BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER PERSONS OR ENTITIES DOING BUSINESS WITH COMPANY, OR OTHER PERSONS OR ENTITIES SIMILARLY SITUATED. FURTHERMORE, CLAIMS BROUGHT BY OR AGAINST COMPANY MAY NOT BE JOINED OR CONSOLIDATED IN THE ARBITRATION WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER COMPANY SUBSCRIBER, UNLESS OTHERWISE AGREED BY THE PARTIES. The costs of any arbitration, including all related fees and costs, shall be paid by the non-prevailing party as determined by the arbitrator(s), or shall be levied in an equitable manner as determined by the arbitrator(s). The arbitrator(s) shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, formation or enforceability of this Agreement. The proceedings conducted under this Agreement shall be settled by arbitration held in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally confidence by the parties; provided. EXCEPT AS OTHERWISE PROHIBITED BY LAW OR AS EXPRESSLY PERMITTED BY THIS SECTION, howeverTHE PARTIES ACKNOWLEDGE THAT THEY WAIVE ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL OR BENCH TRIAL AS IT RELATES TO ANY CLAIMS ALLEGED BY THE OTHER PARTY, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitrationEXCEPT AS OTHERWISE PROHIBITED BY LAW. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitledTHE PARTIES ACKNOWLEDGE THAT THEY WAIVE ANY RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partySUBSCRIBER SHALL HAVE THE RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE OF ITS INTENTION TO DO SO TO COMPANY WITHIN 60 DAYS OF THE EXECUTION OF THIS AGREEMENT.

Arbitration. a. All disputes Within ten (10) days after receipt of an arbitration notice from a Party, the Parties shall attempt in good faith to agree on a single neutral arbitrator with relevant industry experience to conduct the arbitration. If the Parties do not agree on a single neutral arbitrator within ten (10) days after receipt of an arbitration notice, each Party shall select one (1) arbitrator and the two (2) Party-selected arbitrators shall select a third arbitrator with relevant industry experience to constitute a panel of three (3) arbitrators to conduct the arbitration in accordance with the Rules. In the event that only one of the Parties selects an arbitrator, then such arbitrator shall be entitled to act as the sole arbitrator to resolve the Dispute or any all unresolved issues subject to the arbitration. Each and every arbitrator of the arbitration panel conducting the arbitration must and shall agree to render an opinion within twenty (20) days after the final hearing before the panel. The place of arbitration shall be New York, New York, U.S., and the language used in any such proceeding (and for all testimony, evidence and written documentation) shall be English. Any arbitration under this Agreement Section shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of conducted with the American Arbitration Association (“AAA”) Commercial Arbitration Rules (or the "AAA"AAA International Arbitration Rules, if recommended under the AAA guidelines) (the “Rules”). Arbitration , as such Rules may be commenced at amended from time to time. In such arbitration the governing law to be applied is as described in Section, The Parties acknowledge that they desire for any time by any party hereto giving written notice (the "Arbitration Notice") arbitration to the other party that such dispute has been referred be conducted in an efficient, speedy and economical manner. The Parties shall use good faith efforts to complete arbitration under this Section 7within one hundred eighty (180) days following the initiation of such arbitration. In order to effectuate this desire, the arbitrators shall establish procedures reasonably directed to facilitating such goals and completing such arbitration within CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION such one hundred eighty (180) day period. The arbitrator decision or award of the arbitrator(s) shall be selected final, binding, and incontestable and may be used as a basis for judgment thereon in any jurisdiction. To the full extent permissible under Laws, the Parties hereby expressly agree to waive the right to appeal from the decision of the arbitrator(s), there shall be no appeal to any court or other authority (government or private) from the decision of the arbitrator(s), and the Parties shall not dispute nor question the validity of such decision or award before any regulatory or other authority in any jurisdiction where enforcement action is taken by the joint agreement Party in whose favor the decision or award is rendered, except in the case of the Corporation and Officerfraud. The arbitrator(s) shall, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; providedrequest of any Party, however, that any such award shall be accompanied by issue a written opinion of the arbitrator giving findings of fact and conclusions of law and shall deliver a copy to each of the reasons for the awardParties. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator Without limiting any other remedies that may be entered in available under Laws, the arbitrator(s) shall have no authority to award provisional remedies of any court having jurisdiction thereofnature whatsoever, or punitive, special, consequential, or any other similar form of damages. The Each Party shall bear its own costs and attorney’s fees, and the Parties shall equally bear the fees, costs, and expenses of the arbitrator shall initially be shared equally by arbitrator(s) and the partiesarbitration proceedings; provided, however, that the arbitrator shall arbitrator(s) may exercise discretion to award costs, including attorney’s fees, to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.Party’

Arbitration. a. All disputes Any and all disputes, disagreements and matters in question between Seller Parties and Purchaser arising out of or relating to this Agreement, including, but not limited to, disputes, disagreements or matters in question concerning a party’s liability as an Indemnifying Party for any Indemnifiable Loss under this Agreement Article 10, breach of warranty, breach of contract, representations or omissions, and all torts and statutory causes of action (collectively, "Arbitrable Claims") shall be settled resolved exclusively by binding arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "AAA") in effect as of the date of this Agreement (unless the parties mutually agree otherwise). Arbitration The arbitrator or arbitration panel will decide all Arbitrable Claims between the parties in accordance with the substantive laws of the State of Florida, without regard to its choice of law provisions or principles which might otherwise call for the application of a different State's law. No party may be commenced at initiate any time by any arbitration proceeding concerning an Arbitrable Claim unless and until such party hereto giving written notice (the "Arbitration Notice") has first delivered to the other party that parties hereto, written notice specifically identifying the dispute, disagreement or matter in question (the “Notice of Dispute’), and provided such dispute has been referred other parties a reasonable opportunity to arbitration under this Section 7. The arbitrator shall be selected by settle the joint agreement of the Corporation and Officerdispute, disagreement or matter in question, but if they do not so agree within 20 in no case less than thirty (30) days after the date the Notice of Dispute is delivered to such other parties. Notwithstanding the giving foregoing, in the event of the Arbitration Noticea request for arbitration relating to a Protested Claim, the selection Notice of Dispute shall be made pursuant dispensed with and the party seeking resolution of its indemnification status in connection with such Protested Claim may proceed directly to arbitration after giving the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the other party or parties hereto and not subject five (5) business days’ prior written notice of its intent to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awardarbitrate. This provision for arbitration The foregoing agreement shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered under applicable law in any court having jurisdiction thereof. The expenses of award rendered by the arbitrator or arbitrators shall initially be shared equally by final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. If a party uses litigation to enforce the parties; provided' agreement to arbitrate or the arbitration award, howeverthe court will award such party its court costs and reasonable attorneys' fees at all levels, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party at trial, on appeal, in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and with respect to post-judgment proceedings) incurred as a result of any judicial proceedings relating collection efforts. The parties agree that the final decision reached pursuant to dispute resolution procedure selected pursuant to this Agreement shall be binding on the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyparties hereto.

Arbitration. a. All disputes Any dispute arising under this Agreement (“Arbitrable Dispute”) shall be settled referred to and resolved by binding arbitration to take place in MiamiAustin, FloridaTexas, before by a single arbitrator pursuant arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association; and, to the employment rules maximum extent applicable, the Federal Arbitration Act (Title 9 of arbitration the United States Code). If there is any inconsistency between this Article and any statute or rules, this Article shall control. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter, by one Party (“Claimant”) giving written notice to the "AAA Rules"other Party (“Respondent”) of and to the American Arbitration Association (the "“AAA"”). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the Claimant elects to refer the Arbitrable Dispute to arbitration. If the Parties fail to appoint an arbitrator within ten (10) Days from Claimant’s notice initiating the arbitration, the AAA shall award to make such an appointment. Contributor and Recipient shall each pay one-half of the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses compensation and expenses of the arbitrator. The arbitrator must be a neutral party with at least 15 years of experience as an oil and gas lawyer in Texas who has never been an officer, director, employee, or Recipient of the Parties or any of their Affiliates. The Parties may engage in limited discovery of relevant and material information that is reasonably calculated to lead to admissible evidence through depositions of expert and fact witnesses. The arbitrator may grant a request for additional discovery or may, in their discretion, order additional discovery. Any information disclosed to the other Party shall be confidential and not disclosed to third parties, except as required by law. The hearing shall be commenced within twenty (20) incurred by such prevailing party Days after the selection of the arbitrator. The interpretation, construction and effect of this Agreement shall be governed in connection accordance with the arbitrationprovisions of Section 20. The prevailing party Federal Rules of Evidence shall also guide the arbitrator in determining what information he/she shall consider in reaching the decision. Irrespective of the outcome of arbitration, each Party shall solely be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, responsible for its own arbitration costs and expenses incident to appellatelegal costs, bankruptcy and post-judgment proceedings) incurred as a result no award of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may such costs shall be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partypermitted.

Arbitration. a. All disputes under The Parties hereby agree to submit any claim or dispute arising out of or relating to the terms of this Agreement to private and confidential arbitration by a single neutral arbitrator. Subject to the terms of this Section, the arbitration proceedings shall be settled governed by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration the Judicial Arbitration and Mediation Service (the "AAA Rules"“JAMS”) of the American Arbitration Association (the "AAA"). Arbitration applicable to employment disputes as they may be commenced at any in effect from time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7time, and shall take place in Orange County, California. The arbitrator shall be selected appointed by the joint agreement of the Corporation Parties hereto or, if no agreement can be reached, by the JAMS pursuant to its rules. The Arbitrator shall have jurisdiction to hear and Officerrule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, but if they do not so agree within 20 days after as the date Arbitrator deems necessary. The 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 giving arbitration. The decision of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive rendered in writing and be final and binding upon the parties hereto and not subject on all Parties to appeal; providedthis Agreement, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator thereon may be entered in any court having jurisdiction. Either party may bring an action in any court of competent jurisdiction thereofto compel arbitration under this Agreement and/or to enforce an arbitration award. The expenses of the arbitrator arbitrator’s fees and/or any other fees payable to JAMS shall initially be shared equally by in accordance with the partiesrules of JAMS; provided, however, that Employee shall not be required to pay any such fees that are unique to arbitration and/or would exceed the cost of filing the same claim(s) in a court of competent jurisdiction, and any shortfall shall be borne by the Company. The Parties shall each bear their own attorneys’ fees, witness expenses, expert fees and other costs, except to the extent they may be awarded otherwise by the arbitrator shall award in accordance with applicable law. This arbitration procedure is intended to be the prevailing party all fees sole and expenses (includingexclusive method of resolving any claim between the Parties, without limitation, attorneys' fees and expenses and expenses each of the arbitrator) incurred by Parties hereby waives any right to a jury trial with respect to such claims. The successful or prevailing party in connection with the arbitration. The prevailing party any arbitration or other legal proceeding concerning this Agreement shall also be entitled to recover from the non-prevailing party reasonable attorneys' ’ fees (including, without limitation, all such fees, and other costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 in that action or judgment upon the award rendered by the arbitrator hereunderproceeding, in addition to any other relief to which the prevailing such party may be entitledentitled or awarded. For purposes Notwithstanding the foregoing provisions of this Section 7paragraph, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyeither party may seek temporary or preliminary injunction relief in any court of competent jurisdiction if such relief is unavailable or cannot be timely obtained through Arbitration.

Arbitration. a. All disputes under this If at the time of the delivery to the Company of the Parent's Notice of Merger Election there remains any Disputed Amount of Unindemnified Common Stock Purchase Agreement Loss, Parent shall so notify Company in a writing delivered within two days after the delivery of the Notice of Merger Election, and Parent shall simultaneously file a Demand for Arbitration of such claim with the American Arbitration Association. Binding arbitration of the claim shall be settled conducted on an expedited basis by arbitration in Miami, Florida, before a single arbitrator arbitrator, pursuant to the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (except such scheduling rules as are inconsistent with the "AAA"provisions of this paragraph). Company shall submit its response to Parent's Demand for Arbitration may within two days of receipt, and the parties shall select an arbitrator within seven days of the filing of the Demand for Arbitration; if the parties have not been able to agree upon an arbitrator within seven days, the American Arbitration Association shall select the arbitrator. All arbitration proceedings shall be commenced at any time by any party hereto giving written notice (held in the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7San Francisco Bay area. The arbitrator upon his/her appointment shall be selected consult with the parties, in person or by the joint agreement of the Corporation telephone, and Officershall schedule such submissions as are deemed necessary and appropriate, but if they do not so agree in any event the arbitrator shall render his/her award upon the claim within 20 30 days after the date selection of the giving arbitrator. The arbitrator's award shall be final with respect to the amount of such Disputed Amount (if any) to be included in the Unindemnified Common Stock Purchase Agreement Loss for purposes of calculating the amount of the Arbitration NoticeConsideration for Company Common Stock. All costs, the selection fees, expenses of arbitration shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered borne as directed by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; providedin his/her award, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon on the arbitrator's award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes In the event that any claim, controversy, issue or other dispute arises under this Agreement Agreement, the breach thereof, the termination of Dorman's employment by txx Xxxxxrations under Section 4 of this Agreement, including any claim based in whole or in part on federal or state constitutions, statutes or regulations, local ordinances, the common law or public policy, including, but not limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act of 1988, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Civil Rights Act of 1971; the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974, or the amount of any payments under Sections 5 or 6, if the claim, controversy, issue or dispute is not settled by agreement among the parties, the dispute shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to arbitration conducted by three arbitrators in the employment State of New Jersey, under the auspices of, and in accordance with the applicable rules of arbitration (the "AAA Rules") of of, the American Arbitration Association (the "AAA")then in effect. Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The One arbitrator shall be selected by the joint agreement of the Corporation and OfficerCorporation, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the one arbitrator shall be conclusive selected by Dorman and binding upon the parties hereto and not subject to appeal; provided, however, that any such award third arbxxxxxxr shall be accompanied selected by a written opinion the two selected in such manner. The decision of the arbitrator giving the reasons for the award. This provision for arbitration arbitrators shall be specifically enforceable by final and conclusive on the parties and judgment upon the award rendered by the arbitrator such decision may be entered in any court having jurisdiction thereof. The expenses award of the arbitrator arbitrators shall initially be shared equally in writing and shall specify the factual and legal basis for the award. Dorman shall be entitled xx xximbursement by the parties; provided, however, that the arbitrator shall award to the prevailing party Corporations for all reasonable legal and other professional fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by him in such prevailing party arbitration or in connection with enforcing the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party award, including reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result . The parties agree that resolution of any judicial proceedings relating such claim, controversy, issue or other dispute pursuant to the specific enforcement of this Section 7 or judgment upon the foregoing arbitration proceeding is intended to be final and binding on them and any award rendered by such arbitration shall constitute a complete, final and binding adjudication of any and all legal or factual issues pertaining to or arising out of the arbitrator hereunder, in addition matter that gave rise to any other relief to which the prevailing party may be entitledcontroversy or dispute. For purposes The provisions of this Section 7, "attorneys' fees" Article 9 shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by survive the attorney to the prevailing partytermination of this Agreement for any reason whatsoever.

Arbitration. a. All Executive and the Corporation shall submit any disputes arising under this Agreement shall be settled by to an arbitration panel conducting a binding arbitration in MiamiHartford, Florida, before a single arbitrator pursuant Connecticut or at such other location as may be agreeable to the employment rules parties, in accordance with the National Rules for the Resolution of arbitration (the "AAA Rules") Employment Disputes of the American Arbitration Association in effect on the date of such arbitration (the "AAARules"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof; PROVIDED, HOWEVER, that nothing herein shall impair the Corporation's right to seek equitable relief for any breach or threatened breach of Section 8 or Section 9. The expenses award of the arbitrators shall be final and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accountings presented to the arbitration panel. The parties hereto further agree that the arbitration panel shall consist of one (1) person mutually acceptable to the Corporation and Executive, PROVIDED that if the parties cannot agree on an arbitrator within thirty (30) days of filing a notice of arbitration, the arbitrator shall initially be shared equally selected by the parties; provided, however, that manager of the arbitrator shall award to principal office of the prevailing American Arbitration Association serving Hartford County in the State of Connecticut. Each party all will pay for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (including, without limitation, attorneys' unless (i) the party prevails on a claim for which attorney's fees and expenses are recoverable under the Rules and those amounts are included as part of the award or (ii) Executive prevails on a claim for breach of this Agreement after the Corporation has terminated Executive pursuant to Section 12c(ix) hereof, in which case, the Corporation will pay for Executive's above-described fees and expenses of related to such claim). Any action to enforce or vacate the arbitrator) incurred 's award shall be governed by such prevailing party the federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Corporation or Executive pursues any claim, dispute or controversy against the other in connection with a proceeding other than the arbitration. The prevailing arbitration provided for herein, the responding party shall also be entitled to recover from the non-prevailing party reasonable attorneys' dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney's fees (including, without limitation, all related to such fees, costs action. Executive acknowledges and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as expressly agrees that this arbitration provision constitutes a result voluntary waiver of trial by jury in any judicial proceedings relating to the specific enforcement of this Section 7 action or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief proceeding to which Executive and the prevailing party Corporation may be entitled. For purposes parties arising out of or pertaining to this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyAgreement.

Arbitration. a. All disputes If the Parties mutually agree to resolve a dispute by binding arbitration, then the Parties shall submit such dispute for resolution by binding arbitration before a tribunal of three (3) arbitrators under this Agreement the [***] Rules, as then in effect. The seat, or legal place, of the arbitration shall be settled by arbitration in Miami, Florida, before a single [***]. Each Party shall nominate one arbitrator pursuant to and the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The third arbitrator shall be selected nominated by the joint agreement of the Corporation and Officer, but if they do not so agree two Party- nominated arbitrators within 20 [***] days after the date second arbitrator’s appointment. If a Party does not nominate its arbitrator within [***] days following the expiry of the giving of the Arbitration Noticeallotted period, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the then such arbitrator shall be conclusive appointed by the [***] in accordance with its rules. Any arbitrator appointed by the [***] shall have substantial experience in the pharmaceutical industry. The arbitration shall be conducted, and all documents submitted to the arbitrators shall be, in English. Each Party shall bear its own legal costs for its counsel and other expenses, and the Parties shall equally share the fees of the arbitration; provided that the arbitrators shall have the discretion to provide that the losing party is responsible for all or a portion of such costs and fees and in such case the arbitral award will so provide. The arbitrators shall have no power to award punitive, special, incidental, or consequential damages. In no event shall the arbitrators assign a value to any issue greater than the greatest value for such issue claimed by either Party or less than the smallest value for such issue for such item claimed by either Party. The award shall be final and binding upon the parties hereto Parties and not subject the Parties undertake to appeal; provided, however, that carry out any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the awardwithout delay. This provision for arbitration shall be specifically enforceable by the parties and judgment upon Judgment on the award rendered by the arbitrator arbitration may be entered in any court having jurisdiction thereofof competent jurisdiction. The expenses Except to the extent necessary to confirm, enforce, or challenge an award of the arbitration, to protect or pursue a legal right, or as otherwise required by applicable law or regulation or securities exchange, neither Party nor any arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. Notwithstanding anything to the contrary in the foregoing, in no event shall initially an arbitration be shared equally initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy, or claim would be barred by the parties; provided, however, that applicable [***] statute of limitations. Any disputes concerning the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses propriety of the arbitrator) incurred by such prevailing party in connection with commencement of the arbitration. The prevailing party arbitration shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered finally settled by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyarbitral tribunal.

Arbitration. a. All disputes Except as provided in paragraph (b) of Section 6, any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment by the Employer shall be settled exclusively by arbitration in Miamiarbitration, Florida, before conducted by a single arbitrator pursuant to sitting in Columbia, MD in accordance with the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "“AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice"”) to the other party that such dispute has been referred to arbitration under this Section 7then in effect. The arbitrator shall be selected by the joint agreement parties from a list of eleven (11) arbitrators provided by the AAA, provided that no arbitrator shall be related to or affiliated with either of the Corporation and Officer, but if they do not so agree within 20 parties. No later than ten (10) days after the date list of proposed arbitrators is received by the giving of the Arbitration Noticeparties, the selection parties, or their respective representatives, shall be made pursuant meet at a mutually convenient location in Columbia, Maryland, or telephonically. At that meeting, the party who sought arbitration shall eliminate one (1) proposed arbitrator and then the other party shall eliminate one (1) proposed arbitrator. The parties shall continue to alternatively eliminate names from the list of proposed arbitrators in this manner until each party has eliminated five (5) proposed arbitrators. The remaining arbitrator shall arbitrate the dispute. Each party shall submit, in writing, the specific requested action or decision it wishes to take, or make, with respect to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by matter in dispute, and the arbitrator shall be conclusive and binding upon the parties hereto and not subject obligated to appeal; providedchoose one (1) party’s specific requested action or decision, however, that without being permitted to effectuate any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the partiescompromise or “new” position; provided, however, that the arbitrator is authorized to award amounts not in dispute during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Employer shall award to bear the prevailing party cost of all fees and expenses (counsel, experts or other representatives that are retained by both parties, together with all costs of the arbitration proceeding, including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) imposed or incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator; provided, however, that if the arbitrator hereunderdetermines that the claim or defenses of the Executive were without reasonable basis, in addition to any other relief to which the prevailing each party shall bear his or its own cost. Judgment may be entitled. For purposes entered on the arbitrator’s award in any court having jurisdiction; including, if applicable, entry of this a permanent injunction under paragraph (b) of Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party6.

Arbitration. a. All disputes under Except as set forth in Article VIII, arbitration shall be the exclusive remedy for resolving any dispute or controversy between or among the Company, any of its Subsidiaries and/or the Stockholders. Such arbitration shall be conducted in accordance with the then most applicable rules of the American Arbitration Association. The arbitrator shall be empowered to grant only such relief as would be available in a court of law. In the event of any conflict between this Agreement and the rules of the American Arbitration Association, the provisions of this Agreement shall be settled by arbitration in Miamideterminative. If the parties are unable to agree upon an arbitrator, Florida, before they shall select a single arbitrator pursuant from a list including a number of arbitrators determined by multiplying the number of parties to the employment rules of arbitration (by two and adding one. The arbitrators shall be designated by the "AAA Rules") office of the American Arbitration Association (having responsibility for the "AAA")city in which the Company has its executive office, all of whom shall be retired judges who are actively involved in hearing private cases or members of the National Academy of Arbitrators. Arbitration may If the parties are unable to agree upon an arbitrator from such list, they shall each strike names alternatively from the list, with the first to strike being determined by lot. After each party has used two strikes, the remaining name on the list shall be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7arbitrator. The arbitrator shall be selected by the joint agreement of the Corporation fees and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared borne equally by the parties; provided, however, that each party shall initially be responsible for the fees and expenses of its own representatives and witnesses. If the parties cannot agree upon a location for the arbitration, the arbitrator shall determine the location. Judgment may be entered on the award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party arbitrator in connection with the arbitrationany court having jurisdiction. The prevailing party in the arbitration proceeding, as determined by the arbitrator, and in any enforcement or other court proceedings, shall also be entitled to recover the extent provided by law to reimbursement from the non-other party for all of the prevailing party reasonable attorneys' fees party’s costs (including, without limitationbut not limited to, all such the arbitrator’s compensation), expenses and reasonable attorneys’ fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All disputes under this Agreement Employee shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant submit any dispute or claim arising from or relating to the employment rules of Agreement that cannot be resolved to mandatory and binding arbitration (the "AAA Rules") of administered by the American Arbitration Association (“AAA”) to be held in Houston, Texas, U.S.A., except as otherwise required by law. The arbitration shall be in accordance with the "AAA"terms of the Plan and the Commercial Arbitration Procedures of the AAA (the “Rules”). Arbitration may The arbitration shall be commenced conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at any time least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by any party hereto giving written notice the two (2) arbitrators; provided, that if the "Arbitration Notice"two (2) arbitrators are unable to agree to the other party that such dispute has been referred selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to arbitration under this Section 7. The Section, the third arbitrator shall instead be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made AAA pursuant to the AAA Rules Rules. Each party in such an arbitration proceeding shall be responsible for the costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the panels other party in the arbitration except that any and all charges that may be made for the cost of the arbitration and the fees of the arbitrators maintained which shall in all circumstances be paid by the AAACompany. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by court having jurisdiction may enter a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdiction thereof. The expenses connection with or concerning the subject matter of the arbitrator shall initially be shared equally by the parties; providedthis Agreement, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys' fees (including, without limitation, all such ’ fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to ). Notwithstanding the specific enforcement provisions of this Section 7 or judgment upon 9, the award rendered by the arbitrator hereunderCompany may, if it so chooses, bring an action in addition to any other court of competent jurisdiction for injunctive relief to which the prevailing party may be entitled. For purposes of this enforce Employee’s obligations under Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party.

Arbitration. a. All The parties agree that any dispute or claim, that could be brought in court including discrimination or retaliation claims, relating to this Agreement or arising out of Employee’s employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, except claims regarding: (i) workers’ compensation benefits; (ii) unemployment benefits; (iii) Company’s employee welfare benefit plans, if the plan contains a final and binding appeal procedure for the resolution of disputes under this the plan; (iv) wage and hour disputes within the jurisdiction of any state Labor Commissioner; and (v) issues that could be brought before the National Labor Relations Board or covered by the National Labor Relations Act. This Agreement is not intended to prohibit the Employee from filing a claim or communicating with any governmental agency including the Equal Employment Opportunity Commission, the National Labor Relations Board or the Department of Labor. The arbitration shall be settled by conducted in San Antonio, Texas. The arbitration shall proceed in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules National Rules for Resolution of arbitration (the "AAA Rules") Employment Disputes of the American Arbitration Initials: LSD Company: Employee: SV Association (“AAA”) in effect at the "AAA")time the claim or dispute arose, unless other rules are agreed upon by the parties. Arbitration may Unless agreed to in writing, the arbitration shall be commenced at any time conducted by any party hereto giving written notice (the "Arbitration Notice") one arbitrator from AAA or a comparable arbitration service, and who is selected pursuant to the National Rules for Resolution of Employment Disputes of the AAA, or other party rules as the parties may agree to in writing. Any claims received after the applicable statute of limitations period shall be deemed null and void. The parties further agree that such dispute has been referred by entering into this Agreement, the right to participate in a class or collective action is waived. CLAIMS MAY BE ASSERTED AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless the parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration under this Section 7provision shall be null and void. The arbitrator shall be selected by the joint agreement issue a reasoned award with findings of the Corporation fact and Officer, but if they do not so agree within 20 days after the date conclusions of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAlaw. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator Either party may be entered bring an action in any court having of competent jurisdiction thereofto compel arbitration under this Agreement, or to enforce or vacate an arbitration award. The expenses However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury, unless state law requires otherwise. Company will pay the actual fee for the arbitrator shall initially be shared equally and the claimant’s filing fee; unless otherwise provided by law and awarded by the parties; providedarbitrator, however, that the arbitrator shall award to the prevailing each party all will pay their own attorneys’ fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyexpenses.

Arbitration. a. All disputes under this Agreement Title Disputes shall be settled by arbitration submitted for resolution in Miamiaccordance with this Section 5.9 to an attorney with at least ten (10) years of experience in oil and gas title matters in the State of Kansas, Floridaand Environmental Disputes shall be submitted for resolution in accordance with this Section 5.9 to an attorney with at least ten (10) years of experience in oil and gas environmental matters in the State of Kansas (in each case, before the “Arbitrator”). Seller and Purchaser shall attempt to agree upon an Arbitrator. In the event that Seller and Purchaser are not able to agree on an Arbitrator within ten (10) days after the date on which either Party determines to submit a single arbitrator pursuant Title Dispute or Environmental Dispute to the employment rules of arbitration (the "AAA Rules") of arbitration, either Seller or Purchaser may request that the American Arbitration Association appoint the Arbitrator. The fees and expenses of any Arbitrator shall be paid by the losing party. Each of Seller and Purchaser shall submit a written statement of its position to the Arbitrator with respect to the Title Dispute or Environmental Dispute (as applicable) not later than the "AAA"tenth (10th) day after the Arbitrator is appointed. The Arbitrator shall render his or her decision within fifteen (15) days after the Arbitrator is appointed. The decision of the Arbitrator shall be conclusive and binding on Seller and Purchaser and shall be enforceable against any Party in a court of competent jurisdiction. Anything in this Section 5.9 or the other provisions of this Agreement to the contrary notwithstanding, to the extent that all Title Disputes and Environmental Disputes have not been resolved prior to the Closing by arbitration or otherwise: (a) the Assets affected by such unresolved Title Defects and Environmental Defects shall be conveyed to Purchaser at the Closing; (b) an amount equal to (i) the aggregate Title Defect Values (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) of the Assets (or portion thereof) affected by such unresolved Title Disputes and (ii) the aggregate Allocated Values of the Assets affected by such unresolved Environmental Disputes shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii). Arbitration may be commenced ; (c) at the Closing, Purchaser shall deposit such amounts into the Escrow Account pursuant to the Escrow Agreement pending resolution of such Title Disputes and Environmental Disputes; and (d) as each such Title Dispute or Environmental Dispute is resolved by the Arbitrator or by agreement of Purchaser and Seller, Purchaser and Seller shall instruct the Escrow Agent to make payments from amounts deposited in the Escrow Account on account of such resolved Title Dispute or Environmental Dispute (and any time by any party hereto giving written notice interest or other earnings thereon): (the "Arbitration Notice"i) to Purchaser if and to the other party that such dispute has been referred extent resolved in favor of Purchaser, and (ii) otherwise, to arbitration under Seller. In connection with any determination of an Environmental Dispute by an Arbitrator pursuant to this Section 7. The arbitrator shall be selected 5.9, it is understood that: (x) neither Party may introduce or otherwise use information obtained by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days Purchaser after the date of the giving of the Arbitration Notice, the selection shall be made pursuant Environmental Defect Notice with respect to the AAA Rules from Environmental Defect in dispute or its Environmental Defect Value, and in no event may the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject Arbitrator consider or give weight to appeal; provided, however, that any such award shall be accompanied by a written opinion information, (y) Neither Party may assert any violation of Environmental Law that is not specified in the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award Environmental Defect Notice with respect to the prevailing party all fees Environmental Defect in dispute, and expenses (including, without limitation, attorneys' fees and expenses and expenses z) the Environmental Defect Value of an Environmental Defect may not exceed the arbitrator) incurred by such prevailing party amount thereof asserted in connection the Environmental Defect Notice with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyrespect thereto.

Arbitration. a. All disputes under between the parties arising out of or related to this Agreement or your Membership not settled by Mediation (Section 25) shall be settled by submitted to binding arbitration in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules of arbitration (the "AAA Rules") Commercial Rules of the American Arbitration Association (the "“AAA"”). The Arbitration may shall be commenced at any time by any party hereto giving written notice (held in the "Arbitration Notice"Relevant State. The arbitrator(s) shall apply substantive law of the Relevant State, or federal substantive law where state law is preempted. Subject to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement limitations of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Noticeliability contained herein, the selection arbitrator(s) shall be made have the power to grant all legal and equitable remedies and award compensatory damages as provided pursuant to the AAA Rules from foregoing applicable State or federal law. The arbitrator(s) shall prepare in writing and provide to the panels parties an award including factual findings and the legal reasons on which the award is based. The prevailing party in any Arbitration hereunder shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and any other expenses incurred directly or indirectly with said Arbitration, including without limitation the fees and expenses of arbitrators maintained by the AAAarbitrator(s). Any award rendered by the arbitrator pursuant to such arbitration shall be conclusive final and binding upon the parties hereto and not subject to appeal; providedparties, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofover parties. The expenses of the arbitrator Except as specified herein, each party shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all bear its own costs and attorneys’ fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the any such arbitration. EACH PARTY UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE PARTY 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 TO ARBITRATION, AND THAT THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN THIS SECTION CONSTITUTE, TO THE GREATEST EXTENT PERMISSIBLE BY LAW, A WAIVER OF THE PARTY’S RIGHT TO A JURY TRIAL. Survival. The prevailing party shall also be entitled to recover from the intellectual property, disclaimer of warranties, limitation of liability, non-prevailing party reasonable attorneys' fees (includingdisparagement, without limitationproprietary rights, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings provisions relating to the specific enforcement payment of sums owed set forth in this Section 7 or judgment upon the award rendered by the arbitrator hereunderAgreement, in addition to and any other relief provisions that by their sense and context the parties intend to which have survive, shall survive the prevailing party may be entitled. For purposes of termination or lapse this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyAgreement.

Arbitration. a. All Any dispute arising from alleged violation of this Agreement, may be submitted to binding arbitration as provided for in this Article. This procedure shall be the sole and exclusive method for resolving any and all disputes under arising from the application, interpretation or construction of this Agreement. The grievance and arbitration procedures of this Agreement shall be settled by not apply to negotiation impasses. Prior to an appeal to binding arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (procedure for the "AAA Rules") settlement of the American Arbitration Association (the "AAA")grievance, Article 25, Grievance Procedure, must have been exhausted. Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator Arbitrators shall be selected (by an alternate striking process) from a panel of arbitrators provided by the joint agreement Federal Mediation and Conciliation Service (“FMCS”). The moving party will request a panel of seven (7) arbitrators from FMCS. Once the Corporation panel has been received the parties shall strike names, and Officerthus select an Arbitrator, but if they do not so agree within 20 days after the date ten (10) workdays. The determination of the giving of the Arbitration Notice, the selection who strikes first shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied determined by a written opinion of the arbitrator giving the reasons for the awardcoin toss. This provision for A grievance properly moved to arbitration shall be specifically enforceable by scheduled for hearing before the parties and judgment upon Arbitrator as soon as practicable under the award rendered by the arbitrator may circumstances. Each party shall not be entered in any court having jurisdiction thereofallowed more than one (1) adjournment of a hearing date, except for good cause shown. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred , including the FMCS filing fees, shall be borne equally by such prevailing the parties. If UNM decides to use the services of a court reporting agency, the Union may view a copy of the transcribed document at the Office of University Counsel. If the Union elects, it may instead receive a copy of the transcribed document by reimbursing half of the transcription charge, including the cost of services, and the cost of obtaining the initial document, to UNM. Each party in connection with the arbitrationwill be responsible for compensating its own witnesses and representatives. The prevailing party parties shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating provide to the specific enforcement Arbitrator in advance of this Section 7 or judgment upon the award rendered hearing a copy of the Collective Bargaining Agreement, copies of all grievance letters by the arbitrator hereunderUnion, copies of all responses to grievance letters by UNM and any other documents to which both parties agree. The parties may stipulate in advance to facts and the admission of documents that are undisputed. The Arbitrator shall decide issues of arbitrability and jurisdiction prior to hearing the merits of the case. The Arbitrator shall be empowered to hold pre-hearing conferences between the parties. The Arbitrator may require either party to make available documents, in addition to those described in the paragraph above, prior to the arbitration and shall be empowered to rule on document requests prior to arbitration. The Arbitrator’s decision shall be binding on the HSO, CIR/SEIU, and UNM, subject only to collateral proceedings contemplated by the New Mexico Uniform Arbitration Act. The Arbitrator shall have no power to add to or subtract from or modify any of the terms of this Agreement or any written supplementary agreements incorporated herein, to change any wage or other relief element of compensation, or to which modify or adjust in any manner the prevailing party professional, clinical, and/or academic standards of the institution and its training program. The Arbitrator's award is limited to back pay and/or reinstatement. In cases where reinstatement presents conflicts the Arbitrator shall retain jurisdiction. The award shall be limited to the amount of wages and benefits the HSO otherwise would have earned subject to any earnings or compensation received by the HSO including, but not limited to, unemployment insurance benefits. The HSO has an obligation to mitigate her or his damages. The Arbitrator may not award attorney's fees, punitive damages, general compensatory damages, or costs. The Arbitrator's award may be entitled. For purposes set aside, by a court of this Section 7competent jurisdiction, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by when the attorney to the prevailing party.Arbitrator:

Arbitration. a. All disputes under this Agreement You and Oaktree acknowledge and agree that, to the extent permitted by law, any and all disputes, claims or controversies arising out of or relating to the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or any similar provision of state or federal statutory or common law) shall be settled submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall take place in Los Angeles, California, and shall be conducted in accordance with the provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the demand for arbitration. The arbitration shall be held before and decided by a single neutral arbitrator, experienced in employment matters. You and Oaktree agree to participate in the arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7good faith. The arbitrator shall be selected have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the joint agreement arbitrator, the fees and costs of the Corporation arbitrator and Officerthe arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, but that Oaktree shall pay a greater portion (including, if they do not so agree within 20 days after the date required, all) of the giving fees and costs of the Arbitration Noticearbitrator and the arbitration where required by applicable law. The arbitrator shall apply California substantive law, the selection including any applicable statutes of limitation. Adequate discovery shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The award of the arbitrator, which shall be conclusive in writing summarizing the basis for the decision, shall be final and binding upon the parties hereto (subject only to limited review as required by law) and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered as a judgment in any court having competent jurisdiction, and the parties hereby consent to the jurisdiction thereofof the courts of the State of California. The expenses details, existence and outcome of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees any such arbitration and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to, or witness in, the arbitration; provided that a party may make such disclosures as are required by applicable law or legal process; provided further that a party may make such disclosures to its attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 9(h) and who are obligated to keep such information confidential to the same extent as such party. The prevailing If either you or Oaktree, as the case may be, receives a subpoena or other request for information from a third party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result that seeks disclosure of any judicial proceedings relating information that is required to be kept confidential pursuant to the specific immediately preceding sentence, or otherwise believes that it may be required to disclose any such information, you or Oaktree, as the case may be, shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. To the extent necessary, disclosure of the EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and Oaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, claims or controversies that shall be separate and distinct from any arbitration pursuant to this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party9(h).

Arbitration. a. All disputes under between the Seller and Buyer, including, without limitation, those relating to this Agreement or the Licenses which are not resolved pursuant to Section 12.1, shall be settled resolved by arbitration as provided in Miami, Florida, before a single arbitrator this Section 12.2. This agreement to arbitrate shall survive the rescission or termination of this Agreement or the Licenses. All arbitration shall be conducted pursuant to the employment rules of arbitration (the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). Arbitration except as herein may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7provided. The arbitrator decision of the arbitrators shall be selected by the joint agreement of the Corporation final and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection binding on all parties. All arbitration shall be made undertaken pursuant to the AAA Rules from Federal Arbitration Act, where applicable, and the panels decision of the arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofof competent jurisdiction. The expenses of In any dispute where a party seeks $50,000 or more in damages, three arbitrators shall be employed. All costs attendant to the arbitrator arbitration, excluding attorney's and expert's fees, shall initially be shared borne equally by the parties; provided. Each party shall bear its own attorney's and expert's fees. The arbitrators shall not award punitive, howeverconsequential, and/or indirect damages and each party hereby waives the right to make claims for such damages with respect to the Agreement. In resolving all disputes between parties, unless an agreement specifies otherwise, the arbitrators shall apply the law of the State of New York, except as may be modified by this Agreement. The arbitrators are by this Agreement directed to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the arbitrator hearing cannot fairly and practically be so convened. Except as needed for presentation in lieu of a live appearance, depositions shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitrationnot be taken. The prevailing party Parties shall also be entitled to recover from conduct document discovery by requesting production of documents. Responses or objections shall be served twenty (20) days after receipt of a request. The arbitrators shall resolve any discovery disputes by such pre-hearing conferences as may be needed. All parties agree that the non-prevailing arbitrators and any counsel of record to the proceeding shall have the power of subpoena process as provided by law. The parties agree that either shall be entitled to pursue emergency or preliminary injunctive relief in the court of competent jurisdiction, and each party reasonable attorneys' fees (including, without limitation, agrees that it shall consent to the stay of such judicial proceedings on the merits of both this Agreement and the related transactions pending arbitration of all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result underlying claims between the parties immediately following the issuance of any judicial proceedings relating to the specific enforcement of this Section 7 such emergency or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyinjunctive relief.

Arbitration. a. All disputes under Except as otherwise provided below, the parties shall attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute shall be finally settled through binding arbitration under the rules of ADR Services, Inc. then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in Miami, Florida, the Rules. The arbitration shall be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator pursuant to the employment rules of arbitration within 30 days (the "AAA Rules"“Initial Period”) of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any after either party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The Agreement delivers a request for arbitration, a neutral arbitrator shall be selected by as provided in the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection Rules. The arbitration shall be made pursuant to conducted in an expedited manner, exclusively in the AAA Rules from the panels English language, at a site specified by Adviser in New York, NY, U.S.A. The award of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the exclusive remedy of the parties hereto for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators shall require payment of the costs, fees and not subject to appeal; provided, however, that expenses incurred by the prevailing party in any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment non-prevailing party. Judgment upon the award rendered by the arbitrator may be entered in any court or governmental body having jurisdiction thereof. The Any additional costs, fees or expenses of incurred in enforcing the arbitrator shall initially award may be shared equally by charged against the parties; providedparty that resists its enforcement. Notwithstanding the foregoing, however, You agree that the arbitrator following matters shall award not, at the election of Xxxxx, be subject to the prevailing party all fees and expenses binding arbitration: (includinga) any dispute concerning Xxxxx’x, without limitationits suppliers’, attorneys' fees and expenses and expenses or its service providers’ IPR; (b) any dispute related to or arising from allegations of the arbitratorcriminal activity; or (c) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyclaim for injunctive relief.

Arbitration. a. All disputes under The parties agree in the event a dispute arises concerning the service documents, whereby the value of the claim is less than ten thousand dollars ($10,000), litigation will not afford a practical resolution. Consequently, for any claim less than $10,000, with the exceptions noted below, parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement shall contract, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, will be settled referred to and finally determined by binding arbitration in Miami, Florida, before accordance with the JAMS International Arbitration Rules. Arbitration will consist of a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") sole arbitrator. The seat of the arbitration will be in Las Vegas, Xxxxx County, Nevada. The language to be used in the arbitrary proceedings will be American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7English. The arbitrator shall be selected by award the joint agreement of the Corporation prevailing party fees and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAcosts. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment Judgment upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereofjurisdiction. The expenses losing party shall pay the filing and arbitrator’s cost, if any, of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitledsuccessful party. For purposes of this Section 7provision, "attorneys' fees" shall includethe following matters will not be subject to arbitration: matters relating to the breach of Confidential Information, without limitation, paralegal fees, investigative fees, administrative costs which NCC may seek to enforce in any court of competent jurisdiction. Either party may initiate an arbitration proceeding at any time by giving notice to the other party. The arbitration proceeding and all filing, testimony, documents, and information, relating to or presented during the proceeding shall be disclosed exclusively for the purpose of facilitating the arbitration process and for no other charges billed by purpose shall be deemed to be the attorney information subject to the prevailing partyConfidential Information section of this MSA. The decision of the arbitrator absent fraud, duress, incompetence, or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, each party shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning the service documents, except as otherwise provided herein.

Arbitration. a. All disputes Any dispute or claim, other than those referred to in Section 25, arising out of or relating to this Agreement or otherwise relating to the employment relationship between Executive and Company (including but not limited to any claims under Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Family Medical Leave Act; and the Employee Income Retirement Security Act) shall be submitted to Arbitration, in Fairfax County, Virginia, and except as otherwise provided in this Agreement shall be settled by arbitration conducted in Miamiaccordance with the rules of, Floridabut not under the auspices of, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association Association. The arbitration shall be conducted before an arbitration tribunal comprised of three individuals, one selected by Company, one selected by Executive, and the third selected by the first two. The parties and the arbitrators selected by them shall use their best efforts to reach agreement on the identity of the tribunal within ten (the "AAA"). Arbitration may be commenced at any time by any 10) business days of either party hereto giving written notice (the "Arbitration Notice") to this Agreement submitting to the other party a written demand for arbitration. The proceedings before the tribunal shall take place within twenty (20) business days of the selection thereof. Executive and Company agree that such dispute has been referred to arbitration under this Section 7. The arbitrator shall will be selected by the joint agreement of the Corporation confidential and Officerno details, but if they do not so agree within 20 days after the date of the giving of the Arbitration Noticedescriptions, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any settlements or other facts concerning such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable disclosed or released to any third party without the specific written consent of the other party, unless required by law or court order or in connection with enforcement of any decision in such arbitration. Any damages awarded in such arbitration shall be limited to the parties contract measure of damages, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereofshall not include punitive damages. The expenses parties shall equally divide the costs of the arbitrator arbitrators, and each party shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, bear his or its attorneys' fees and expenses and expenses other costs, except that the arbitrators may specifically direct one party to bear the entire cost of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, including all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by if the attorney to the prevailing partyarbitrators determine that such party acted in bad faith.

Arbitration. a. All disputes under Any Dispute that is not resolved by negotiations pursuant to Section 1 of this Agreement shall Exhibit 18.8 shall, upon the written request of either Party, be settled resolved by binding arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration Arbitrator (the "AAA RulesArbitrator") ), conducted in accordance with the Rules of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") Association, except to the other party extent that such dispute has been referred to arbitration under rules are inconsistent with this Section 7Exhibit 18.8. The arbitrator Arbitrator shall be selected by the joint agreement Steering Committee. If the Steering Committee cannot agree on the identity of the Corporation and Officer, but if they do not so agree Arbitrator within 20 15 days after the date written request to resolve such Dispute by binding arbitration was received by the other Party, each Party shall promptly select a representative who shall jointly, with the other Party's representative, agree on the identity of the giving Arbitrator. If the representatives cannot thereafter agree on the identity of the Arbitration NoticeArbitrator within fifteen (15) days, the selection Arbitrator shall be made pursuant to selected in accordance with the AAA Rules from rules of the panels American Arbitration Association. The Arbitrator shall determine the Dispute in accordance with this Agreement and the substantive rules of arbitrators maintained by law (but not the AAA. Any award rendered by the arbitrator shall rules of procedure) that would be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied applied by a written opinion federal court sitting at the site of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party arbitration shall also be entitled take place in Wilmington, Delaware. Except as set forth in the Agreement, the Arbitrator is not empowered to recover award damages in excess of compensatory damages. The Arbitrator has no power or authority to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement provisions of this Section 7 2 of this Exhibit 18.8. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties and shall be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or judgment clear bias on the part of the Arbitrator. The statute of limitations of the State of Delaware applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defenses shall be available based upon the award rendered by the arbitrator hereunder, in addition passage of time during any negotiation or mediation called for pursuant to any other relief to which the prevailing party may be entitled. For purposes Section 1 of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyExhibit 18.8.

Arbitration. a. All disputes under Any claim or controversy arising out of or relating to this Agreement or any breach thereof shall be settled by arbitration in Miami, Florida, before a single arbitrator if such claim or controversy is not settled pursuant to Section 4(g) hereof. The venue for any such arbitration shall be Atlanta, Georgia, or such other location as the employment rules of parties may mutually agree. Except as expressly set forth herein, all arbitration (proceedings under this Section 4(h) shall be undertaken in accordance with the "AAA Rules") Commercial Arbitration Rules of the American Arbitration Association (the "AAA")) then in force. Arbitration Only individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be commenced at entered and enforced in any time by court of competent jurisdiction. 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 punitive damages against any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7arbitration. The arbitrator shall be selected by require the joint agreement of non-prevailing party to pay the Corporation arbitrator's full fees and Officerexpenses or, but if they do not so agree within 20 days after in the date of the giving of the Arbitration Noticearbitrator's opinion there is no prevailing party, the selection shall arbitrator's fees and expenses will be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable borne equally by the parties and judgment upon thereto. In the award rendered by event action is brought to enforce the arbitrator may provisions of this Agreement pursuant to this Section 4(h), the non-prevailing parties shall be entered in any court having jurisdiction thereof. The expenses of required to pay the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, reasonable attorneys' fees and expenses and expenses of the arbitrator) incurred by prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party in connection with the arbitration. The prevailing party, each party shall also be entitled to recover from the non-prevailing party reasonable pay its own attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyexpenses.

Arbitration. a. All disputes under this Agreement To the extent permissible by law, the parties irrevocably agree that any dispute shall be settled referred to arbitration governed by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration Federal Arbitration Act (the "AAA Rules") of the American Arbitration Association (the "AAA"“FAA”). Arbitration A party may be commenced at any time commence arbitration following the mediation procedure set forth in clause 27 by any party hereto giving written delivering notice (the "Arbitration Notice") to the other party that such of written notice a written notice of arbitration, which shall include a concise description of the dispute has been referred submitted for arbitration, the facts supporting the party’s position, and the relief sought. Any election to arbitration arbitrate, at any time, shall be final and binding on the other party. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under this Section 7the FAA. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the parties Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and judgment upon Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website xxx.xxxxxxx.xxx. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The expenses arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the State of New York. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitrator shall initially be shared equally by arbitration. Notwithstanding the parties; providedforegoing, howevernothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests. Notwithstanding the above, that if Zoomo is required to repossess the arbitrator shall award to the prevailing party all fees Bike or enforce any rights and expenses (including, without limitation, attorneys' fees and expenses and expenses remedies in respect of the arbitrator) incurred by such prevailing party security interest in the Bike, it may commence proceedings against you in the courts in the State where you are a resident as may be required in connection with repossessing the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all Bike or enforcing such fees, costs rights and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyremedies.

Arbitration. a. All The parties agree that any dispute or claim, that could be brought in court including discrimination or retaliation claims, relating to this Agreement or arising out of Employee’s employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, except claims regarding: (i) workers’ compensation benefits; (ii) unemployment benefits; (iii) Company’s employee welfare benefit plans, if the plan contains a final and binding appeal procedure for the resolution of disputes under this the plan; (iv) wage and hour disputes within the jurisdiction of any state Labor Commissioner; and (v) issues that could be brought before the National Labor Relations Board or covered by the National Labor Relations Act. This Agreement is not Initials: Company: KB Employee: SM intended to prohibit the Employee from filing a claim or communicating with any governmental agency including the Equal Employment Opportunity Commission, the National Labor Relations Board or the Department of Labor. The arbitration shall be settled by conducted in San Antonio, Texas. The arbitration shall proceed in Miami, Florida, before a single arbitrator pursuant to accordance with the employment rules National Rules for Resolution of arbitration (the "AAA Rules") Employment Disputes of the American Arbitration Association (“AAA”) in effect at the "AAA")time the claim or dispute arose, unless other rules are agreed upon by the parties. Arbitration may Unless agreed to in writing, the arbitration shall be commenced at any time conducted by any party hereto giving written notice (the "Arbitration Notice") one arbitrator from AAA or a comparable arbitration service, and who is selected pursuant to the National Rules for Resolution of Employment Disputes of the AAA, or other party rules as the parties may agree to in writing. Any claims received after the applicable statute of limitations period shall be deemed null and void. The parties further agree that such dispute has been referred by entering into this Agreement, the right to participate in a class or collective action is waived. CLAIMS MAY BE ASSERTED AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless the parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration under this Section 7provision shall be null and void. The arbitrator shall be selected by the joint agreement issue a reasoned award with findings of the Corporation fact and Officer, but if they do not so agree within 20 days after the date conclusions of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAAlaw. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator Either party may be entered bring an action in any court having of competent jurisdiction thereofto compel arbitration under this Agreement, or to enforce or vacate an arbitration award. The expenses However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury, unless state law requires otherwise. Company will pay the actual fee for the arbitrator shall initially be shared equally and the claimant’s filing fee; unless otherwise provided by law and awarded by the parties; providedarbitrator, however, that the arbitrator shall award to the prevailing each party all will pay their own attorneys’ fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyexpenses.

Arbitration. a. All disputes under this Agreement (1) Each Party shall be settled by arbitration in Miami, Florida, before a single choose one arbitrator pursuant to the employment rules within twenty (20) Business Days of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving either Party's written notice (the "Arbitration Notice") election to the other to arbitrate, and within ten (10) Business Days after both such arbitrators are chosen, such arbitrators shall choose a third arbitrator who shall act as Chair. Any arbitrator chosen shall be a disinterested party with knowledge of the industry. (2). Any arbitration hereunder shall be conducted in the city of New York, NY, borough of Manhattan. (3) The arbitrators, once chosen, shall consider any transaction tapes or any other evidence which the arbitrators deem necessary, as presented by each Party. In deciding the award, the provisions of this Agreement will be binding on the arbitration panel. A majority vote of the arbitration panel shall govern. The arbitration panel will deliver its decision in writing within 30 days after the conclusion of the arbitration hearing. The arbitration panel shall specify the basis for its decision, the basis for the damages award and a breakdown of the damages awarded, and the basis of any other remedy. Except as provided in the Federal Arbitration Act, the decision of the arbitration panel will be binding on and non-appealable by the Parties. Each Party agrees that any arbitration award against it may be enforced in any court of competent jurisdiction and that any Party may authorize any such dispute has been referred court to enter judgment on the arbitration under this Section 7. panel’s decision (4) The arbitrator shall be selected by have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages. (5) Any expenses incurred in connection with hiring the joint agreement of arbitrators and performing the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by shared and paid equally between the parties Parties. Each Party shall bear and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The pay its own expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party each in connection with the arbitration, unless otherwise included in a solution chosen by the arbitration panel. The In the event either Party must file a court action to enforce an arbitration award under this Article, the prevailing party Party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, its court costs and expenses incident reasonable attorney fees. (6) In the event the Parties choose to appellatelitigate any matter hereunder, bankruptcy the Parties hereby waive the right to jury trial. (7) The existence, contents or results of any arbitration hereunder may not be disclosed without the prior written consent of both Parties. (E) Schedule P: Products and post-judgment proceedingsDefinitions. Amend Schedule P as follows: Add the following definitions, in appropriate alphabetical order: “CAISO Energy” means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) incurred that is or will be scheduled as a result of any judicial proceedings relating schedule coordinator to schedule coordinator transaction pursuant to the specific enforcement applicable tariff and protocol provisions of the California Independent System Operator (“CAISO”) (as amended from time to time, the “Tariff”) for which the only excuse for failure to deliver or receive is an Uncontrollable Force (as defined in the Tariff). “WECC” means the Western Electricity Coordinating Council. “WSPP” means the Western Systems Power Pool. “WSPP Agreement” means the Western Systems Power Pool Agreement as amended from time to time. “West Firm” or “WSPP Firm” means with respect to a Transaction, a Product that is or will be scheduled as firm energy and consistent with the most recent rules adopted by the WECC for which the only excuses for failure to deliver or receive are if an interruption is (i) due to an Uncontrollable Force as provided in Section 10 of the WSPP Agreement; or (ii) where applicable, to meet Seller's public utility or statutory obligations to its customers. Notwithstanding any other provision in this Master Agreement, if Seller exercises its right to interrupt to meet its public utility or statutory obligations, Seller shall be responsible for payment of damages for failure to deliver firm energy as provided in Article Four of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing partyAgreement.