Common use of Arbitration Clause in Contracts

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. Except as set forth in Section 7 (a) The Company and Section 17, the Employee and the Company Executive agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to in connection with this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Agreement shall be submitted to and settled by commercial binding arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with pursuant to the National Rules for the Resolution of Employment DisputesDisputes of the American Arbitration Association (the “AAA”). In Notwithstanding the foregoing, (i) the assessment of legal fees and related costs of such arbitration incurred by Executive shall be governed by the provisions of Section 9 of this Agreement; (ii) the arbitration shall be determined by a single arbitrator, not a panel; (iii) both the Company and Executive shall be permitted to seek summary disposition prior to hearing; and (iv) the decision rendered by the arbitrator shall be in writing and set forth findings of fact and conclusions of law. (b) Executive agrees that her agreement to submit legal disputes through binding arbitration, includes any claim for any liability or obligation in any way related to this Agreement, for any expense, damage, or losses she might claim based on, among other things, the following: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeeany discipline, demotion, denied promotion, or discharge; (ii) the arbitrator shall have no authority to amend any Company policy, practice, contract or modify any of the terms of this Agreement, and agreement; (iii) any tort or personal injury; (iv) any policies, practices, laws or agreements governing the arbitrator shall have ten business days from the closing statements or submission payment of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the partieswages, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings commissions or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, compensation; (v) any laws governing employment discrimination including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment)but not limited to, Sections 1981, 1983 and Title VII of the Civil Rights Act of 1964 (which prohibits discrimination Act, the Age Discrimination in employment based on raceEmployment Act, color, national origin, religion, sex, or pregnancy)the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1991 Act, any state laws or statutes (which prohibits discrimination in employment against qualified persons with a disabilityincluding, but not limited to, the Wisconsin Fair Employment Act), and any ordinance or local authority; (vi) any laws or agreements that provide for punitive, exemplary or statutory damages; (vii) any laws or agreements that provide for payment of attorney fees, costs or expenses; and (viii) any claim contesting or seeking declaratory relief regarding the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (validity or other federal or state whistleblower laws), enforceability of this Agreement or any other federalof its provisions. (c) The Company agrees that it too shall submit all legal disputes that it may have against Executive in any way related to this Agreement for exclusive resolution through binding arbitration, state, or local laws or regulations pertaining and that the resolution of Executive’s legal dispute(s) through arbitration shall be binding upon it. (d) The Company and Executive acknowledge and agree that the agreement to arbitrate contained in this Section 12 does not apply to the Employeefollowing: (i) claims under any state worker’s employment compensation law; (ii) claims under any state unemployment compensation law; (iii) claims for injunctive relief that may otherwise be available for the violation of any state trade secrets act or the termination unfair competition law; (iv) any claim that by law may not be required to be resolved by binding arbitration; or (v) any request to a court for a temporary restraining order or temporary or preliminary injunction to enforce this Agreement pending submission of the Employee's employmentmerits of the parties’ dispute to arbitration. (e) The Company and Executive acknowledge and agree that damages awarded, if any, in any arbitration shall be limited to those damages that are otherwise available at law. (f) The Company and Executive acknowledge and agree that by signing this Agreement, they release and waive any right either may have to resolve their legal disputes (including employment disputes and claims of discrimination or unlawful discharge) by filing a lawsuit in court, and to have the potential opportunity of having their claim heard by a jury, and agree instead that the disputes will be resolved exclusively through binding arbitration. The Company and Executive acknowledge that although Executive agrees to resolve Executive’s legal dispute(s) exclusively through binding arbitration, nothing in this Agreement shall be interpreted as prohibiting Executive from filing a charge of discrimination with an appropriate administrative agency or participating in the investigation or prosecution of such a charge by an appropriate administrative agency; however, this Agreement does prohibit Executive from seeking and recovering an award on her own behalf through any administrative process.

Arbitration. (a) Except with respect to disputes and claims under Section 6 (which the parties hereto may pursue in any court of competent jurisdiction as specified herein and with respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In Disputes of the American Arbitration Association (“AAA”) 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 parties under this Agreement and the employment of Executive by the Company (including any Claim 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. (b) The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration: , (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Oakland, California and (iii) each party to the arbitration shall bear its own costs and expenses (including all attorneys’ fees and expenses, except to the extent otherwise required by applicable law) and all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided, however, that the arbitrator shall, in the award, allocate all such costs and expenses against the party who did not prevail. (c) In addition, the parties hereto agree that (i) the arbitrator shall agree have no authority to treat all evidence make any decision, judgment, ruling, finding, award or other determination that does not conform to the terms and other information presented conditions of this Agreement (as executed and delivered by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeehereto), (ii) the arbitrator shall have no greater authority to amend or modify award any of the terms of this Agreement, relief than a court having proper jurisdiction and (iii) the arbitrator shall have ten business days no authority to commit an Error of Law (as defined below) in its decision, judgment, ruling, finding, award or other determination, and on appeal from or motion to vacate or confirm such decision, judgment, ruling, finding, award or other determination, a court having proper jurisdiction may vacate any such decision, judgment, ruling, finding, award or other determination to the closing statements extent containing an Error of Law. For purposes of this Agreement, an “Error of Law” means any decision, judgment, ruling, finding, award or submission other determination that is inconsistent with the laws governing this Agreement pursuant to Section 7.6. Any decision, judgment, ruling, finding, award or other determination of post-hearing briefs the arbitrator and any information disclosed in the course of any arbitration hereunder (collectively, the “Arbitration Information”) shall be kept confidential by the parties subject to render his or her decision. Any arbitration award shall be final and binding upon the partiesSection 7.7(d), and any courtappeal from or motion to vacate or confirm such decision, state or federaljudgment, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings ruling, finding, award or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands determination shall be filed under seal if permitted by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt.

Arbitration. Except as otherwise set forth in Section 7 and Section 178, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the Employee and parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the Company parties, or, if the parties cannot agree that any claim, controversy or dispute between on the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment selection of the Employeearbitrators, as selected by the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by American Arbitration Association. The commercial arbitration in a forum rules of the American Arbitration Association (" the “AAA "Rules”) located shall govern any arbitration between the parties, except that the following provisions are included in the State parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of New Jersey the parties hereunder shall be governed by and conducted construed in accordance with the National Rules for laws of the Resolution State of Employment Disputes. In such California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration: , the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (ic) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitrator award shall agree be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to treat all evidence factual issues and other information presented conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any enter an equitable decree mandating specific enforcement of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his its own costs of participating legal fees and out-of-pocket expenses incurred in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, hereunder and disputes applies to the parties shall share equally all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII expenses of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on racearbitrators; provided, color, national origin, religion, sex, or pregnancy)that, the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), arbitrator shall have the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining same authority to award reasonable attorneys’ fees to the Employee’s employment or the termination prevailing party in any arbitration as part of the Employee's employmentarbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company The parties agree that any claimand all disputes, controversy controversies or dispute between the Employee and the Company claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, its affiliatesclaims of wrongful termination of employment, officers, representative or agents) arising out claims under Title VII of or relating to this Agreementthe Civil Rights Act, the employment of the EmployeeFair Labor Standards Act, the cessation of employment of Americans with Disabilities Act, the EmployeeAge Discrimination in Employment Act, or comparable state or federal laws, and any matter relating to the foregoing other laws dealing with employees’ rights and remedies), shall be submitted to and settled by commercial mandatory arbitration in a forum of administered by the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the under its National Rules for the Resolution of Employment Disputes. In such arbitrationDisputes (the “Rules”) and the following provisions: (iA) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the arbitrator place of arbitration shall agree to treat all evidence and other information presented be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the parties to Arbitrator in any federal or state court having jurisdiction over the same extent as Confidential Information under parties; (E) all fees and expenses of the Non-Disclosure Arbitrator shall be shared equally between the Company and Non-Competition Agreement must be held confidential by the Employee, Executive; (iiF) the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, Arbitrator shall govern and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any courtlegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, state controversy or federalclaim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, having jurisdiction may enter a judgment on nothing contained in this Section shall be construed to preclude the award. Each party shall bear its/his own costs of participating in any arbitration proceedings Company from obtaining injunctive or other dispute proceedings. The foregoing requirement equitable relief to arbitrate claims, controversies, and disputes applies secure specific performance or to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act otherwise prevent Executive’s breach of 1967 (which prohibits age discrimination in employment), Title VII Section 10 of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. (a) Except with respect to disputes and claims under ARTICLE VI (which the parties hereto may pursue in any court of competent jurisdiction as specified herein and with respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In Disputes of the American Arbitration Association (“AAA”) as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), a copy of which can be found at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇, 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 parties under this Agreement and the employment of Executive by the Company (including any Claim 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. (b) The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration: , (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Oakland, California and (iii) each party to the arbitration shall bear its own costs and expenses (including all attorneys’ fees and expenses, except to the extent otherwise required by applicable law) and all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided, however, that the arbitrator shall, in the award, allocate all such costs and expenses against the party who did not prevail. (c) In addition, the parties hereto agree that (i) the arbitrator shall agree have no authority to treat all evidence make any decision, judgment, ruling, finding, award or other determination that does not conform to the terms and other information presented conditions of this Agreement (as executed and delivered by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeehereto), (ii) the arbitrator shall have no greater authority to amend or modify award any of the terms of this Agreement, relief than a court having proper jurisdiction and (iii) the arbitrator shall have ten business days no authority to commit an Error of Law (as defined below) in its decision, judgment, ruling, finding, award or other determination, and on appeal from or motion to vacate or confirm such decision, judgment, ruling, finding, award or other determination, a court having proper jurisdiction may vacate any such decision, judgment, ruling, finding, award or other determination to the closing statements extent containing an Error of Law. For purposes of this Agreement, an “Error of Law” means any decision, judgment, ruling, finding, award or submission other determination that is inconsistent with the laws governing this Agreement pursuant to Section 7.06. Any decision, judgment, ruling, finding, award or other determination of post-hearing briefs the arbitrator and any information disclosed in the course of any arbitration hereunder (collectively, the “Arbitration Information”) shall be kept confidential by the parties subject to render his or her decision. Any arbitration award shall be final and binding upon the partiesSection 7.07(d), and any courtappeal from or motion to vacate or confirm such decision, state or federaljudgment, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings ruling, finding, award or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands determination shall be filed under seal if permitted by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt.

Arbitration. Except (a) Jury Trial Waiver, Arbitration. ALL ISSUES, MATTERS AND DISPUTES BETWEEN THE PARTIES REGARDING THE PARTIES’ EMPLOYMENT RELATIONSHIP OR TERMINATION OF THAT RELATIONSHIP, INCLUDING THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT, SHALL BE SUBMITTED TO AND DECIDED BY BINDING ARBITRATION IN FORT LAUDERDALE, FLORIDA. Executive agrees, on behalf of Executive and his agents or assigns that, except as set forth otherwise provided in Section 7 this paragraph, all potentially litigable claims or controversies arising out of this Agreement, Executive’s employment with Flora Management, or the termination of that employment, shall be submitted to final and Section 17binding arbitration pursuant to the Federal Arbitration Act. Said arbitration will be conducted before a mutually acceptable arbitrator with JAMS under JAMS’ Commercial Arbitration Rules and Mediation Procedures. If the Parties cannot agree upon an arbitrator, the Employee and claim or controversy shall be arbitrated by a single arbitrator selected in accordance with the Company agree applicable JAMS’ rules. This Agreement to arbitrate covers all grievances, disputes, claims, or causes of action that any claimotherwise could be brought in a federal, controversy state, or dispute between the Employee and the Company (includinglocal court or agency under applicable federal, without limitationstate, its affiliatesor local laws, officers, representative or agents) arising out of or relating to this AgreementExecutive’s employment with Flora Management and the termination thereof, the employment of the Employeeincluding claims Executive may have against Flora Management or against its officers, the cessation of employment of the Employeedirectors, supervisors, managers, employees, or agents in their capacity as such or otherwise, or that Flora Management may have against Executive. The claims covered by this Agreement include, but are not limited to, claims for breach of any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association contract or covenant (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules express or implied), tort claims, claims for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeewages, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claimscompensation due, controversiesclaims for wrongful termination (constructive or actual), and disputes applies to all claims for whistle blowing, claims for discrimination or demands by the Employee, harassment (including, without limitation any rights but not limited to, harassment or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, age, color, sex, gender, national origin, alienage or citizenship status, creed, religion, sexmarital status, or pregnancy)partnership status, the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a military status, predisposing genetic characteristics, medical condition, psychological condition, mental condition, criminal accusations and convictions, disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws)sexual orientation, or any other trait or characteristic protected by federal, state, or local laws law), and claims for violation of any federal, state, local, or regulations pertaining other governmental law, statute, regulation, or ordinance. Neither Flora Management nor the Executive may pursue or participate in any claim against the other (i) as a class action or collective action; (ii) in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated; (iii) in the capacity of a class member in any action, proceeding or arbitration against any party to this agreement; or (iv) absent the written consent of all parties, on a consolidated basis. Arbitration shall be brought solely on an individual basis and not on a class, group, collective, or representative basis, and the arbitrator in any arbitration under this Agreement has no power or authority to conduct the arbitration as a class or collective action or in a representative capacity. The arbitrator has the authority to award any type of relief or damages that could otherwise be awarded by a judge or jury to the Employee’s employment Executive or Flora Management in their individual capacities. The arbitrator shall not, however, modify or disregard any provision of this Agreement. ARBITRATION AS PROVIDED IN THIS AGREEMENT SHALL BE THE EXCLUSIVE AND BINDING REMEDY AND WILL BE USED INSTEAD OF ANY COURT ACTION OR JURY TRIAL, WHICH IS HEREBY EXPRESSLY WAIVED. Each Party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorneys’ fees and expenses. The Executive hereby consents to personal jurisdiction and exclusive venue in the termination Federal Courts of Broward County, Florida, if such Court can exercise jurisdiction over the Employee's employmentmatter for any action brought by Flora Management seeking injunctive relief.

Arbitration. Except as set forth in Section 7 and Section 17Any controversy, the Employee and the Company agree that any claim, controversy claim or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, shall be settled solely and exclusively by a binding arbitration process administered by JAMS/Endispute in Denver, Colorado. Such arbitration shall be conducted in accordance with the employment then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (a) the Company and Executive shall work together in good faith to together select one arbitrator; provided that, if the Company and Executive are not able to together select one arbitrator within ten (10) days after using such good faith efforts, one arbitrator shall be chosen by JAMS/Endispute; (b) each party to the arbitration will pay its pro rata share of the Employeeexpenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and expenses; provided that the prevailing party (or substantially prevailing party, as determined by the arbitrator) shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party, and the expenses and fees of the arbitrator and expenses of the arbitration shall be paid by the unsuccessful party (or substantially unsuccessful party, as determined by the arbitrator). The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties. If JAMS/Endispute no longer exists or is otherwise unavailable, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of Parties agree that the American Arbitration Association (" AAA "“AAA”) located in shall administer the State of New Jersey and conducted arbitration in accordance with the National Rules for the Resolution of Employment Disputesits then-existing rules. In such event, all references herein to JAMS/Endispute shall mean AAA. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) All disputes arising out of or relating to this Agreement, or the employment rights or obligations of the EmployeeParties hereunder, or relating in any way to the relationship between the Parties with respect to the Licensed Compound or Licensed Product, shall be finally and exclusively settled by arbitration by a panel of [***] arbitrators, provided such dispute is not an “Excluded Claim”. As used in this Section, the cessation phrase “Excluded Claim” shall mean a dispute, controversy or claim that concerns (a) the validity or infringement of employment of a patent, trademark or copyright; or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory. (a) The arbitration proceeding shall be conducted under the Employee[***] with such proceedings to be held in [***]. In all cases, or the arbitration proceedings shall be conducted in the English language, and all documents that are submitted in the proceeding shall be in the English language. Judgment upon the award rendered by arbitration may be issued and enforced by any matter relating court having competent jurisdiction. (b) If a Party intends to begin an arbitration to resolve a dispute, such Party shall provide written notice to the foregoing shall be submitted to other Party, informing the other Party of such intention and settled by commercial any statement of claim required under the applicable arbitration in a forum of the American Arbitration Association rules (" AAA ") located in the State of New Jersey and conducted as determined in accordance with Section 13.02(a)). Within [***] business days after its receipt of such notice, the National Rules for other Party shall, by written notice to the Resolution Party initiating arbitration, add any additional issues to be resolved that would be considered mandatory counterclaims under [***] law. For clarity, the resolution of Employment Disputes. In any disputes regarding such arbitration: counterclaims shall be conducted in the same proceedings as the initial claims. (c) [***]. (i) All of the arbitrator arbitrators shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must have significant legal or business experience in pharmaceutical licensing matters. The arbitrators shall not be held confidential by the Employeeemployees, directors or shareholders of either Party or any of their Affiliates. *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (ii) the arbitrator Each Party shall have no authority the right to amend or modify be represented by counsel throughout the arbitration proceedings. (iii) To the extent possible, the arbitration hearings and award will be maintained in confidence. (iv) In any of the terms of arbitration pursuant to this Agreement, the award or decision shall be rendered by a majority of the members of the panel provided for herein, with each member having one (1) vote. The arbitrators shall render a written decision with their resolution of the dispute that shall set forth in reasonable detail the facts of the dispute and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her reasons for their decision. Any arbitration award The decision of the arbitrators shall be final and non-appealable and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentParties.

Arbitration. Except as set forth Second, in Section 7 and Section 17the event mediation is unsuccessful, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company is not commenced within thirty (including, without limitation, its affiliates, officers, representative or agents30) arising out of or relating to this Agreement, the employment days of the Employee, the cessation of employment of the EmployeeMediation Notice, or any matter relating to the foregoing is not completed within forty-five (45) days of commencement, then such dispute shall be submitted to binding arbitration. For purposes of this Section 22, mediation shall be “commenced” upon the Parties agreeing upon a mediator and settled by commercial mediation date. The Parties agree that the arbitrator(s) presiding over any arbitration under this Contract shall have full and exclusive authority and jurisdiction to resolve all disputes between the Parties that arise out of or relate to this Contract or the events preceding its execution, including any claims of intentional misrepresentation, concealment, non-disclosure, fraud and/or fraudulent inducement alleged with respect to this Contract or the underlying transaction. Arbitration shall be in a forum of accordance with the American Arbitration Association rules, modified as follows: (" AAA "1) located in the State of New Jersey and conducted discovery shall be allowed in accordance with the National Rules Wyoming Revised Statutes for the Resolution of Employment Disputes. In such arbitration: Civil Procedure; (i2) the arbitrator prevailing side shall agree to treat all evidence receive its reasonable attorney fees and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure expenses of expert testimony; and Non-Competition Agreement must be held confidential by the Employee, (ii3) the arbitrator Wyoming Rules of Evidence shall have no authority to amend or modify any govern. The decision of the terms of this Agreement, and (iiiarbitrator(s) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies as to all claims that were or demands could have been raised in the arbitration, may be enforced by appropriate action in a court of law, and shall be subject to the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII appropriate provisions of the Civil Rights Act Wyoming Revised Statutes, as the same may be amended from time to time. Any dispute involving an amount greater than $250,000 shall be heard by a panel of 1964 three (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy)3) arbitrators, the Americans with Disabilities Act decision of 1991 a majority of which shall be final. Arbitrators shall be mutually agreed upon except that if a panel of three (which prohibits discrimination in employment against qualified persons with a disability)3) arbitrators is used, each Party shall choose one arbitrator to serve on the Equal Pay Act (which prohibits paying men panel and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, Parties’ arbitrators shall choose the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining third arbitrator to serve on the Employee’s employment or the termination of the Employee's employmentpanel.

Arbitration. Except as set forth in with respect to those disputes, claims or controversies which pursuant to the terms of this Agreement are to be settled by an Expert pursuant to Section 7 and Section 1711.23.B, all other disputes, claims or controversies between or among the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) parties hereto arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, the employment of the Employeeincluding disputes, the cessation of employment of the Employee, claims or any matter controversies relating to the foregoing meaning, interpretation, effect, validity, performance or enforcement of this Agreement (each, a “Dispute” and collectively, the “Disputes”), or relating in any way to such a Dispute or Disputes, shall on demand of any party to such Dispute be submitted to resolved through binding and settled final Arbitration administered by commercial arbitration in a forum of the American Arbitration Association (" “AAA”) under its Commercial Arbitration Rules then in effect (the “Rules”), except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another. 1. Notwithstanding any provision of the Rules to the contrary, there shall be three (3) arbitrators, who shall be appointed as provided in this Section 11.23.A. Each party shall appoint one arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. Affiliate claimants on the one hand, or Affiliate respondents on the other hand, shall be treated as one party, respectively, for purposes of determining the number of arbitrators and the means by which they are selected. Pursuant to the Rules, the party-appointed arbitrators need not be impartial or independent and shall not be subject to disqualification for partiality or lack of independence. If the claimants or respondents, as the case may be, fail to appoint their respective party-appointed arbitrator within fifteen (15) days, the party which has selected an arbitrator shall request the AAA "to provide a list of three (3) located arbitrators from the National Roster (as defined in the State Rules) (or from the Large, Complex Commercial Case Panel thereof, if the Procedures for Large, Complex Commercial Disputes apply to the dispute), each of New Jersey whom shall be neutral, impartial and conducted unaffiliated with any party and the party that failed to timely appoint an arbitrator shall have ten (10) days to select one (1) of the three (3) as the second arbitrator; if such party shall again fail to timely select an arbitrator, the AAA shall make the appointment. The two (2) arbitrators so appointed shall attempt to agree upon a third arbitrator, who shall chair the arbitration. Such chairperson as may be agreed to by the party-appointed arbitrators need not be selected from the National Roster, but must meet the standards of the Rules and shall be neutral, impartial and unaffiliated with any party. If the party-appointed arbitrators fail to agree upon a chairperson within fifteen (15) days of the appointment of the second arbitrator, the chairperson shall be selected from the National Roster (or, if the Procedures for Large, Complex Commercial Disputes apply to the dispute, from the Large, Complex Commercial Case Panel thereof) in the manner provided in the Rules and who shall be neutral, impartial and unaffiliated with any party. 2. The place of Arbitration shall be Washington, D.C., unless otherwise agreed by the parties. 3. Any document discovery otherwise permissible within the Rules shall be limited to the documents bearing directly on the parties’ claims and defenses or otherwise necessary to the determination of the matter. Unless the parties otherwise agree, no more than three (3) depositions of individuals affiliated with the claimant(s) or respondent(s), respectively, may be undertaken at the discretion of the chairperson in accordance with the National Rules for the Resolution of Employment DisputesRules. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented The discretion and/or authority committed by the Rules to the “arbitrator” or “arbitrator(s)” shall be vested in the chairperson, who may act individually or in consultation with the party-appointed arbitrators at the chairperson’s discretion. 4. Any question regarding the enforceability of this Section 11.23.A or the demand for arbitration shall be determined in accordance with the Federal Arbitration Act, 9 U.S.C. §1 et seq. and the body of law interpreting such Act. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based. 5. Unless, and then only to the extent the arbitrators in the award assess costs and expenses or any part thereof against any specified party or parties (a) each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees); and (b) each party (or, if there are more than two (2) parties to the same extent as Confidential Information under Dispute, all claimants, on the Non-Disclosure one hand, and Non-Competition Agreement must be held confidential by all respondents, on the Employeeother hand, respectively) shall bear the costs and expenses of its (iior their) selected arbitrator and the arbitrator parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall have no authority to amend or modify any equally bear the costs and expenses of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decisionthird appointed arbitrator. 6. Any arbitration award The Arbitration Award shall be final and binding upon the partiesparties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, and including any courtclaims, state counterclaims, issues or federalaccounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, having no application or appeal to any court of competent jurisdiction may enter a judgment on be made in connection with any question of law arising in the award. Each party shall bear its/his own costs course of participating Arbitration or with respect to any award made except for actions relating to enforcement of this Section 11.23.A to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any arbitration proceedings court of competent jurisdiction. 7. Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or other dispute proceedingsoffset. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or demands by before the Employee, including, without limitation any rights or claims 30th day following the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII date of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, Arbitration Award or pregnancy), such other date as the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentArbitration Award may provide.

Arbitration. Except as set forth permitted in Section 7 14 above, any and Section 17all disputes, the Employee and the Company agree that controversies or claims of any claimnature whatsoever relating to, controversy or dispute between the Employee and the Company arising out of, this Agreement or Executive's employment, whether in contract, tort, or otherwise (including, without limitation, its affiliatesclaims of wrongful termination of employment, officers, representative or agents) arising out claims under Title VII of or relating to this Agreementthe Civil Rights Act, the employment of the EmployeeFair Labor Standards Act, the cessation of employment of Americans with Disabilities Act, the EmployeeAge Discrimination in Employment Act, or comparable state or federal laws, and any matter relating to the foregoing other laws dealing with employees' rights and remedies), shall be submitted to and settled by commercial mandatory arbitration in a forum of administered by the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the under its National Rules for the Resolution of Employment Disputes. In such arbitrationDisputes (the “Rules”) and the following provisions: (ia) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (b) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 15; (c) the arbitrator place of arbitration shall agree to treat all evidence and other information presented be Southfield, Michigan unless mutually agreed otherwise; (d) judgment may be entered on any award rendered by the parties to Arbitrator in any federal or state court having jurisdiction over the same extent as Confidential Information under parties; (e) all fees and expenses of the Non-Disclosure Arbitrator shall be shared equally between Company and Non-Competition Agreement must be held confidential by the Employee, Executive; (iif) the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, Arbitrator shall govern and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any courtlegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, state controversy or federalclaim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, having jurisdiction may enter a judgment on the award. Each party nothing contained in this Section 15 shall bear its/his own costs of participating in any arbitration proceedings be construed to preclude Company from obtaining injunctive or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by equitable relief from the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (Oakland County Circuit Court or other federal court with appropriate jurisdiction to secure specific performance or state whistleblower laws), to otherwise prevent Executive’s breach of Section 12 or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination Section 13 of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, Any controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claim arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the EmployeeEmployment Agreement or any transactions provided for herein, or any matter relating to the foregoing breach thereof, other than a claim for injunctive relief shall be submitted to and settled by commercial arbitration in a forum accordance with the commercial Arbitration Rules of the American Arbitration Association (" AAA the "Rules") located in effect at the State time demand for arbitration is made by any party. The evidentiary and procedural rules in such proceedings shall be kept to the minimum level of New Jersey and conducted in accordance formality that is consistent with the National Rules for Rules. One arbitrator shall be named by the Resolution of Employment DisputesCompany, a second shall be named by Employee and the third arbitrator shall be named by the two arbitrators so chosen. In such arbitration: (i) the event that the third arbitrator is not agreed upon, he or she shall agree to treat all evidence and other information presented be named by the parties American Arbitration Association. Arbitration shall occur in Orange County, California or such other location agreed to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Company and Employee, (ii) the arbitrator shall have no authority to amend . The award made by all or modify any a majority of the terms panel of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award arbitrators shall be final and binding upon the partiesbinding, and judgment may be entered in any courtcourt of law having competent jurisdiction. The award is subject to confirmation, state modification, correction, or federal, having jurisdiction may enter a judgment on vacation only as explicitly provided in Title 9 of the awardUnited States Code. Each The prevailing party shall bear its/his own costs be entitled to an award of participating pre- and post-award interest as well as reasonable attorneys' fees incurred in connection with the arbitration and-any arbitration judicial proceedings related thereto. EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive officer" of the Company for purposes of the Securities Act of 1933, as amended (the "1933 Act"), and the Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall comply in all respects with all the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent manner. In order to assist the Company in complying with its obligations under the 1933 Act and 1934 Act, Employee shall provide to the Company such information about Employee as the Company shall reasonably request including, but not limited to, information relating to personal history and stockholdings. Employee shall report to the General Counsel of the Company or other dispute proceedingsdesignated officer of the Company all changes in beneficial ownership of any shares of the Company Common Stock deemed to be beneficially owned by Employee and/or any members of Employee's immediate family. The foregoing requirement PRONOUNS. All pronouns and any variations thereof shall be deemed to arbitrate claimsrefer to the masculine, controversiesfeminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: (1) words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, (2) words in the singular shall mean and include the plural and vice versa, and disputes applies (3) the word "may" gives sole discretion without any obligation to all claims or demands by the Employee, including, without limitation take any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentaction.

Arbitration. Except as set forth in Section 7 and Section 17(a) The parties shall promptly submit any dispute, the Employee and the Company agree that any claim, or controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the parties cannot agree upon the Arbitrator, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Arbitrator shall be submitted to and settled selected by commercial arbitration in a forum the New York, New York, chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (" AAA "30) located days of such written request. (c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be governed by the laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New Jersey York, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conducted conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in New York, New York, in accordance with and under the National then-current provisions of the Commercial Arbitration Rules for of the Resolution of Employment Disputes. In such arbitration: American Arbitration Association, except as otherwise provided herein. (ie) On application to the arbitrator Arbitrator, any party shall agree have rights to treat all evidence and other information presented by the parties discovery to the same extent as Confidential Information would be provided under the Non-Disclosure Federal Rules of Civil Procedure, and Non-Competition Agreement must the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be held confidential rendered within the period referred to in Section 11.1(c). (f) The Arbitrator may, at his discretion and at the expense of the party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be borne by the Employee, (ii) the arbitrator unsuccessful party and shall have no authority to amend or modify any be awarded as part of the terms of this AgreementArbitrator’s decision, and (iii) unless the arbitrator Arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her otherwise allocate such costs in such decision. Any arbitration award The determination of the Arbitrator shall be final and binding upon the partiesparties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York, to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Arbitrator and any court, state experts employed by the Arbitrator and hold them harmless from and against any claim or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs demand arising out of participating in any arbitration proceedings under this Agreement, unless resulting from the gross negligence or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII willful misconduct of the Civil Rights Act of 1964 person indemnified. (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or j) This arbitration section shall survive the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claimAny dispute, controversy or dispute between the Employee and the Company claim (including, without limitation, its affiliates, officers, representative or agents“Dispute”) arising out of or of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the employment relevant parties within ninety (90) days of the Employee, date on which the cessation of employment of the Employee, or any matter relating Dispute is deemed to the foregoing arise in accordance with this Section 12.14 shall be submitted to referred by any such party to, and shall be finally settled by commercial by, arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey under and conducted in accordance with the National Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the Resolution recognition and enforcement of Employment Disputesany arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. In such arbitration: The parties further agree that (i) attorney’s fees and costs associated with the arbitrator successful recognition and enforcement of an arbitral award shall agree to treat all evidence and other information presented always be paid by the parties to the same extent as Confidential Information under the Nonnon-Disclosure enforcing party (or parties) and Non-Competition Agreement must be held confidential by the Employee, (ii) notwithstanding anything in this Section 12.14 to the arbitrator shall have no authority contrary and without inconsistency with this arbitration provision, the parties consent to amend or modify the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, and this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (iii10 Del. C. § 5701 et seq.) (the arbitrator “Delaware Arbitration Act”). If, nevertheless, it shall have ten business days from be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the closing statements Rules, shall be invalid or submission unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of post-hearing briefs by this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to render his or her decision. Any arbitration award shall be final and binding upon have the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement Delaware Arbitration Act apply to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claimAny dispute, controversy or dispute claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Lease, whether arising in contract or tort, between the Employee Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the Company course of such negotiations that are not otherwise independently discoverable shall not be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (includingi) If, without limitationfor any reason, its affiliates, officers, representative or agentsa Dispute is not resolved in writing by the Appointed Representatives within thirty (30) arising out of or relating to this Agreement, the employment days of the Employee, the cessation date of employment delivery of the EmployeeDispute Notice, or any matter relating if a Party fails to appoint an Appointed Representative within the foregoing periods specified herein, such Dispute shall be submitted to final and settled binding arbitration administered by commercial arbitration in a forum of the American Arbitration Association (" the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA "Rules”), except as modified herein. (ii) located in The seat of the State arbitration shall be Denver, Colorado. (iii) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of New Jersey receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and conducted presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the National Rules for AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the Resolution multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of Employment Disputes. In such arbitration: (i) a Dispute or the arbitrator jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall agree to treat all evidence and other information presented be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the date from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the same extent arbitration, the arbitral tribunal shall have power to make appropriate directions as Confidential Information to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Lease, provided that a claim under the Non-Disclosure and Non-Competition Agreement must indemnification provisions of Section 15 shall at all times be held confidential governed by the Employeeprocedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its attorneys’ fees and costs reasonably incurred in the arbitration, (ii) including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall have no authority to amend or modify any of the terms of this Agreementbe valid, enforceable and irrevocable, and (iii) the arbitrator shall have ten business days from the closing statements any determination, resolution and/or award made or submission of post-hearing briefs rendered by the parties to render his or her decision. Any arbitration award tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered in any court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the partiesParties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any courtParty to respect the arbitral tribunal’s orders to that effect. In any such action brought in court for such provisional remedies or enforcement of any award, state each of the Parties irrevocably and unconditionally (A) consents and submits to the non-exclusive jurisdiction and venue of the Courts of the State of Colorado and the Federal Courts of the United States of America located within the State of Colorado (the “Colorado Courts”); (B) waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or federal, having jurisdiction may enter a judgment based on the award. Each party shall bear its/his own costs grounds of participating forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any arbitration proceedings Colorado Court; (C) consents to service of process in the manner provided by Section 18 or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.manner permitted by Law; and (D)

Arbitration. Except as set forth in Section 7 and Section 17, (a) Prior to the Employee and the Company agree that commencement of any claim, controversy or dispute between the Employee and legal proceedings by the Company (includingother than Interim Proceedings) in the courts of England in respect of a Dispute the Company shall give prior notice to the Lenders, without limitationand the Lenders acting unanimously shall indicate to the Company in writing within fifteen (15) days of receipt of such notice from the Company, its affiliates, officers, representative or agents) arising out of or relating whether that Dispute shall instead be resolved by arbitration pursuant to this AgreementClause 26.2 (Arbitration), provided that this Clause 26.2 (Arbitration) shall not prejudice the right of the Lenders to commence arbitration in respect of a Dispute by giving prior notice to the Company. If the Lenders notify the Company that the Dispute is to be resolved by arbitration, to which the Company shall not object, the employment following provisions shall apply. For the avoidance of the Employeedoubt, the cessation of employment of the Employee, or any matter relating Company shall not be required to give notice pursuant to this Clause prior to the foregoing commencement of Interim Proceedings. (b) Any arbitration commenced in respect of a Dispute shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted resolved in accordance with the National Rules for rules of the Resolution of Employment DisputesUnited Nations Commission on International Trade Law (“UNCITRAL”), which rules are deemed to be incorporated by reference into this Clause save as modified by this Agreement. In any such arbitration: : (i) the arbitrator appointing authority shall agree to treat all evidence and other information presented by be the parties to London Court of International Arbitration (the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, “LCIA”); (ii) the arbitrator language to be used in the arbitration shall have no authority to amend or modify any of the terms of this Agreement, and be English; (iii) the arbitrator place and seat of the arbitration shall have ten business days be London, England; and (iv) the number of arbitrators shall be three. For the purpose of Article 7 of the UNCITRAL Rules, where there are multiple parties, whether as claimant or as respondent, the claimants shall act and be treated, jointly, as ‘a party’ and the respondents shall act and be treated, jointly, as ‘a party’. (c) In any arbitration commenced pursuant to this Clause 26.2 (Arbitration): (i) the Parties hereby waive any rights under the Arbitration ▇▇▇ ▇▇▇▇ (UK) to seek determination of a preliminary point of law by the courts of England; and (ii) subject to the terms of any arbitration agreement agreed between the Parties and the provisions of the UNCITRAL Arbitration Rules, the Company shall be entitled to seek only from the closing statements Arbitral Tribunal, but not from any judicial authority, any interim measures of protection or submission pre-award relief (other than any relief sought through Interim Proceedings) against any of post-hearing briefs by the parties to render his or her decisionFinance Parties. Any arbitration award Until the Arbitral Tribunal has been constituted, the Company shall be final and binding upon entitled to institute Interim Proceedings in the parties, and courts of England. (d) In any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy)arbitral proceeding, the Americans with Disabilities Act certificate of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or Finance Party as to any other federal, state, or local laws or regulations pertaining amount due to the Employee’s employment or the termination that Finance Party under any Finance Document shall be prima facie evidence of the Employee's employmentsuch amount.

Arbitration. Except as otherwise expressly set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, if such Executive Officers do not resolve the employment Dispute within [***] after receipt of the Employeesuch request, the cessation of employment of the Employeethen, or either Party may at any matter relating time after such [***] period submit such Dispute to the foregoing shall be submitted to and finally settled by commercial arbitration administered in a forum accordance with the procedural rules of the American Arbitration Association (" AAA "the “AAA”) located in effect at the time of submission, as modified by this Section 12.8.2 (Arbitration) (the “Arbitration”). The Arbitration will be governed by the Applicable Law of the State of New Jersey York. The Arbitration will be heard and conducted determined by three arbitrators who are retired judges or attorneys with relevant experience in accordance with the National Rules pharmaceutical and biotechnology industry, each of whom will be impartial and independent and will not have worked for or on behalf of either Party for at least [***]. Each Party will appoint one arbitrator and the Resolution of Employment Disputes. In such arbitration: (i) the third arbitrator shall agree to treat all evidence and other information presented will be selected by the parties to two Party-appointed arbitrators, or, failing agreement within [***] following appointment of the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential second arbitrator, by the EmployeeAAA. Such Arbitration will take place in New York, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this AgreementNY. The Arbitration award so given will, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall absent manifest error, be a final and binding upon determination of the partiesDispute, will be fully enforceable in any court of competent jurisdiction, and will not include any courtdamages expressly prohibited by Section 7.5 (Limitation of Liability). Metsera will pay the fees, state costs, and expenses for the arbitrator it chooses, D&D will pay the fees, costs, and expenses for the arbitrator it chooses, and the Parties will share payment for the third arbitrator; provided that the Parties hereby stipulate that the arbitrators may determine a prevailing Party with respect to any Dispute and that such prevailing Party will be reimbursed by the other Party for all of the prevailing Party’s fees, costs, and expenses incurred in connection with the relevant Arbitration. Except in a proceeding to enforce the results of the Arbitration or federalas otherwise required by Applicable Law or securities exchange, having jurisdiction neither Party nor any arbitrator may enter a judgment on disclose the award. Each party shall bear its/his own costs existence, content, or results of participating in any arbitration proceedings or other dispute proceedingsArbitration hereunder without the prior written consent of both Parties. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee Parties agree that a Dispute may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons be submitted together with a disabilitydispute arising out of or in connection with the Research Collaboration Agreement in a single Arbitration, in which case D&D and Neuraly (together with any of their Affiliates) shall be deemed to be one “Party” for the purposes of this Section 12.8.2 (Arbitration), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. Except as set forth in Section 7 and Section 17otherwise provided herein, the Employee and the Company agree that any claimdispute, controversy or dispute claim between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) parties arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, Agreement (or any matter relating to the foregoing subsequent amendments thereof or waivers thereto) (hereinafter, a “Claim” or “Claims”) shall be submitted to final and settled by commercial binding arbitration. Claims which are subject to this section include, but are not limited to, the following: (i) claims relating to this Agreement’s existence, enforceability, validity, interpretation, performance or breach, (ii) claims for compensation or benefits, and (iii) claims of wrongful or discriminatory termination based on any federal, state or local statute, regulation, ordinance, tort, public policy, contract or promissory estoppel theory, including any dispute as to the cause or reason for termination. All Claims submitted to arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with pursuant to this Section 14 shall be subject to the National Rules for the Resolution of Employment Disputes. In such arbitration: Disputes of the American Arbitration Association, effective January 1, 2004, except as hereinafter provided: (a) A request to arbitrate a Claim must be made within 180 days of the date the Claim arose; (b) Energy Group shall pay any and all fees and expenses of the arbitrator; (c) The arbitration hearing shall be held in Poughkeepsie, New York, unless the parties mutually agree to another location; (d) Each party shall exchange documents to be utilized as exhibits in the arbitration hearing and each party shall be limited to five (5) pre-hearing depositions of no more than ten hours each, unless the arbitrator orders additional discovery; (e) The arbitrator shall be appointed in accordance with Rule 12 of the above-referenced Rules of the American Arbitration Association, except that if, for any reason, an arbitrator cannot be selected by the process described in Rule 12, subparts (i) through (iii), the American Arbitration Association shall submit the names of seven (7) additional arbitrators from its roster and the parties shall select the arbitrator by alternately striking names with the party requesting arbitration first striking; and (f) Either party shall agree be entitled to treat all evidence seek and obtain injunctive or other information presented by appropriate equitable relief in any federal or state court having jurisdiction in order to enforce the arbitration provisions of this Agreement; and Energy Group shall be entitled to seek and obtain such injunctive or other appropriate equitable relief in order to prevent (pending arbitration) any breach of the Restrictive Covenants set forth in Section 11 of this Agreement in any federal or state court having jurisdiction. Subject to paragraph (f) of this Section 14, above, it is the intention of the parties to the same extent as Confidential Information under the Non-Disclosure avoid litigation in any court of any and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of all Claims concerning this Agreement, and (iii) the arbitrator shall have ten business days or otherwise arising from the closing statements Executive’s employment with Energy Group or submission its affiliate entities, and that all such claims will be subject to this arbitration agreement. Neither party shall commence or pursue any litigation on any claim that is or was the subject of post-hearing briefs by the parties arbitration under this Agreement. Each party agrees that this agreement to render his or her decision. Any arbitration award shall be final and binding upon the partiesarbitrate, and any courtaward arising out of any arbitration contemplated by this Agreement, state or federalare enforceable under, having jurisdiction and subject to, the Federal Arbitration Act, 11 U.S.C. § I, et seq. Both parties consent that judgment upon any arbitration award may enter a judgment on the award. Each party shall bear its/his own costs of participating be entered in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction.

Arbitration. Except as set forth (a) All Disputes that for any reason are not timely resolved by the Parties in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agentsaccordance with Sections 17.4.1(a) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing through 17.4.1(d) shall be submitted finally and exclusively resolved by binding arbitration to and settled be administered by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National then-prevailing Commercial Arbitration Rules of the AAA (the “Rules”). The seat of the arbitration shall be in New York County, New York. The arbitration shall be held and the award shall be issued in the English language. If the amount in controversy is Three Million US Dollars (US$3,000,000) or less (including all claims and counterclaims), there shall be one arbitrator who shall be agreed upon by the Parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If the Resolution amount in controversy is more than Three Million US Dollars (US$3,000,000) (including all claims and counterclaims), there shall be three (3) neutral and impartial arbitrators, one of Employment Disputeswhom shall be appointed by each of the Parties within thirty (30) days of receipt by respondent of the demand for arbitration, and the third (3rd) arbitrator, who shall chair the arbitral tribunal, shall be appointed by the Party appointed arbitrators within fifteen (15) days of the appointment of the second (2nd) arbitrator. In If any arbitrator is not appointed within the time limit provided herein, such arbitration: (i) the arbitrator shall agree be appointed by the AAA in accordance with the listing, striking, and ranking procedures in the Rules. Any arbitrator appointed by the AAA shall be a retired judge or an attorney with no less than fifteen (15) years of experience with commercial cases and an experienced arbitrator, who shall, if practicable, have experience with transactions or disputes related to treat all evidence the field of pharmaceutical development and technology and/or, if applicable, intellectual property (including Patent Rights and trade secrets). (b) All arbitrators shall be neutral and impartial and shall not be officers or employees of either Party. The cost of the arbitration, including the fees and expenses of the arbitrator(s), will be shared equally by the Parties. The arbitrator(s) shall have the right to award damages and other information presented by relief but will not have the parties authority to the same extent as Confidential Information award any damages or remedies not available under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the express terms of this Agreement. The arbitration award will be presented to the Parties in writing and will include findings of fact and, where appropriate, conclusions of law. The award may be confirmed and enforced in any court of competent jurisdiction. (c) Prior to the appointment of the arbitral tribunal, either Party may seek injunctive relief from any court of competent jurisdiction in order to enforce compliance with the provisions of this Section 17.4.2 or otherwise in aid of arbitration or to maintain the status quo or prevent irreparable harm. The Parties hereby submit to the non-exclusive jurisdiction of the Federal and State courts located in New York, New York (the “New York Courts”) for such purpose. Without prejudice to such provisional remedies as may be available under the jurisdiction of the New York Courts, the arbitrator(s) shall have full authority to grant provisional remedies and to direct the Parties to request that any New York Court modify or vacate any temporary or preliminary relief issued by any such New York Court, and (iiito award damages for the failure of any Party to respect the arbitrator’s(s’) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties orders to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthat effect.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, Any controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claim arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the EmployeeEmployment Agreement or any transactions provided for herein, or any matter relating to the foregoing breach thereof, other than a claim for injunctive relief shall be submitted to and settled by commercial arbitration in a forum accordance with the commercial Arbitration Rules of the American Arbitration Association (" AAA the "Rules") located in effect at the State time demand for arbitration is made by any party. The evidentiary and procedural rules in such proceedings shall be kept to the minimum level of New Jersey and conducted in accordance formality that is consistent with the National Rules for Rules. One arbitrator shall be named by the Resolution of Employment DisputesCompany, a second shall be named by Employee and the third arbitrator shall be named by the two arbitrators so chosen. In such arbitration: (i) the event that the third arbitrator is not agreed upon, he or she shall agree to treat all evidence and other information presented be named by the parties American Arbitration Association. Arbitration shall occur in San Diego, California or such other location agreed to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Company and Employee, (ii) the arbitrator shall have no authority to amend . The award made by all or modify any a majority of the terms panel of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award arbitrators shall be final and binding upon the partiesbinding, and judgment may be entered in any courtcourt of law having competent jurisdiction. The award is subject to confirmation, state modification, correction, or federal, having jurisdiction may enter a judgment on vacation only as explicitly provided in Title 9 of the awardUnited States Code. Each The prevailing party shall bear its/his own costs be entitled to an award of participating pre- and post-award interest as well as reasonable attorneys' fees incurred in connection with the arbitration and any arbitration judicial proceedings related thereto. EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive officer" of the Company for purposes of the Securities Act of 1993, as amended (the "1933 Act"), and the Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall comply in all respects with all the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent manner. In order to assist the company in complying with its obligations under the 1933 Act and 1934 Act, Employee shall provide to the Company such information about Employee as the Company shall reasonably request including, but not limited to, information relating to personal history and stockholdings. Employee shall report to the General Counsel of the Company or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII designated officer of the Civil Rights Act Company all changes in beneficial ownership of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination shares of the Company Common Stock deemed to be beneficially owned by Employee and/or any members of Employee's employmentimmediate family.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA "AAA") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claimAny dispute, controversy or dispute claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Lease, whether arising in contract or tort, between the Employee Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the Company course of such negotiations that are not otherwise independently discoverable shall not be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (includingi) If, without limitationfor any reason, its affiliates, officers, representative or agentsa Dispute is not resolved in writing by the Appointed Representatives within thirty (30) arising out of or relating to this Agreement, the employment days of the Employee, the cessation date of employment delivery of the EmployeeDispute Notice, or any matter relating if a Party fails to appoint an Appointed Representative within the foregoing periods specified herein, such Dispute shall be submitted to final and settled binding arbitration administered by commercial arbitration in a forum of the American Arbitration Association (" the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA "Rules”), except as modified herein. (ii) located in The seat of the State arbitration shall be Denver, Colorado. (iii) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of New Jersey receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and conducted presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the National Rules for AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the Resolution multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of Employment Disputes. In such arbitration: (i) a Dispute or the arbitrator jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall agree to treat all evidence and other information presented be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the date from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the same extent arbitration, the arbitral tribunal shall have power to make appropriate directions as Confidential Information to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Lease, provided that a claim under the Non-Disclosure and Non-Competition Agreement must indemnification provisions of Section 15 shall at all times be held confidential governed by the Employeeprocedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its attorneys’ fees and costs reasonably incurred in the arbitration, (ii) including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall have no authority to amend or modify any of the terms of this Agreementbe valid, enforceable and irrevocable, and (iii) the arbitrator shall have ten business days from the closing statements any determination, resolution and/or award made or submission of post-hearing briefs rendered by the parties to render his or her decision. Any arbitration award tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered in any court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the partiesParties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. Except Any arbitration held under this Agreement shall be held in Houston, Texas, unless otherwise agreed by the Parties, shall be administered by the Dallas, Texas office of the American Arbitration Association (“AAA”) and shall, except as set forth otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”). The number of arbitrators required for the arbitration hearing shall be determined in Section 7 accordance with the AAA Rules. The arbitrator(s) shall determine the rights and Section 17obligations of the Parties according to the substantive law of the state of Texas, excluding its conflict of law principles, as would a court for the state of Texas; provided, however, the Employee law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the Company agree right to take depositions reasonably limited in number, time and place; provided that in no event shall any claimParty be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, controversy Contractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Employee Parties. Contractor agrees, upon Owner’s election, to the joinder in any arbitration between Owner and the Company (including, without limitation, its affiliates, officers, representative or agents) Guarantor arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment DisputesProject. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any The arbitration award shall be final and binding upon the partiesbinding, in writing, signed by all arbitrators, and any court, shall state or federal, having jurisdiction may enter a the reasons upon which the award thereof is based. The Parties agree that judgment on the award. Each party shall bear its/his own costs of participating in arbitration award may be entered by any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction thereof.

Arbitration. Except as set forth in Section 7 and Section 17(a) The Parties shall promptly submit any dispute, the Employee and the Company agree that any claim, or controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the employment “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the Employee, the cessation of employment commencement of the Employeeefforts to so agree on an Arbitrator, or each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator. (c) The laws of the State of Nevada shall apply to any matter relating to the foregoing arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be submitted governed by the laws of the State of Nevada applicable to a contract negotiated, signed, and settled by commercial wholly to be performed in the State of Nevada, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in a forum Palm Beach County, Florida in accordance with and under the then-current provisions of the rules of the American Arbitration Association Association, except as otherwise provided herein. (" AAA "e) located in On application to the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator Arbitrator, any Party shall agree have rights to treat all evidence and other information presented by the parties discovery to the same extent as Confidential Information would be provided under the Non-Disclosure Federal Rules of Civil Procedure, and Non-Competition Agreement must the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be held confidential rendered within the period referred to in Section 9.01(c). (f) The Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the Employee, (ii) the arbitrator unsuccessful Party and shall have no authority to amend or modify any be awarded as part of the terms of this AgreementArbitrator’s decision, and (iii) unless the arbitrator Arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her otherwise allocate such costs in such decision. Any arbitration award The determination of the Arbitrator shall be final and binding upon the partiesParties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Palm Beach County, Florida to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any court, state or federal, having jurisdiction may enter a judgment and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the award. Each grounds that any party necessary to such arbitration (including the Parties) shall bear its/his own costs have been absent from such arbitration for any reason, including that such Party shall have been the subject of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claimsbankruptcy, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sexreorganization, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentinsolvency proceeding.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company The parties agree that any claimand all disputes, controversy controversies or dispute between the Employee and the Company claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive's employment, whether in contract, tort, or otherwise (including, without limitation, its affiliatesclaims of wrongful termination of employment, officers, representative or agents) arising out claims under Title VII of or relating to this Agreementthe Civil Rights Act, the employment of the EmployeeFair Labor Standards Act, the cessation of employment of Americans with Disabilities Act, the EmployeeAge Discrimination in Employment Act, or comparable state or federal laws, and any matter relating to the foregoing other laws dealing with employees' rights and remedies), shall be submitted to and settled by commercial mandatory arbitration in a forum of administered by the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the under its National Rules for the Resolution of Employment Disputes. In such arbitrationDisputes (the “Rules”) and the following provisions: (ia) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (b) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 13; (c) the arbitrator place of arbitration shall agree to treat all evidence and other information presented be Southfield, Michigan unless mutually agreed otherwise; (d) judgment may be entered on any award rendered by the parties to Arbitrator in any federal or state court having jurisdiction over the same extent as Confidential Information under parties; (e) all fees and expenses of the Non-Disclosure Arbitrator shall be shared equally between Company and Non-Competition Agreement must be held confidential by the Employee, Executive; (iif) the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, Arbitrator shall govern and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any courtlegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, state controversy or federalclaim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, having jurisdiction may enter a judgment on the award. Each party nothing contained in this Section shall bear its/his own costs of participating in any arbitration proceedings be construed to preclude Company from obtaining injunctive or other dispute proceedings. The foregoing requirement equitable relief to arbitrate claims, controversies, and disputes applies secure specific performance or to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act otherwise prevent Executive’s breach of 1967 (which prohibits age discrimination in employment), Title VII Section 12 of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in Section 7 and Section 17(a) The parties shall promptly submit any dispute, the Employee and the Company agree that any claim, or controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the parties cannot agree upon the Arbitrator, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Arbitrator shall be submitted to and settled selected by commercial arbitration in a forum the New York, New York chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (" AAA "30) located days of such written request. (c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be governed by the laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New Jersey York, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conducted conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in New York, New York in accordance with and under the National then-current provisions of the Commercial Arbitration Rules for of the Resolution of Employment Disputes. In such arbitration: American Arbitration Association, except as otherwise provided herein. (ie) On application to the arbitrator Arbitrator, any party shall agree have rights to treat all evidence and other information presented by the parties discovery to the same extent as Confidential Information would be provided under the Non-Disclosure Federal Rules of Civil Procedure, and Non-Competition Agreement must the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be held confidential rendered within the period referred to in Section 12.1(c). (f) The Arbitrator may, at his discretion and at the expense of the party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be borne by the Employee, (ii) the arbitrator unsuccessful party and shall have no authority to amend or modify any be awarded as part of the terms of this AgreementArbitrator’s decision, and (iii) unless the arbitrator Arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her otherwise allocate such costs in such decision. Any arbitration award The determination of the Arbitrator shall be final and binding upon the partiesparties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Arbitrator and any court, state experts employed by the Arbitrator and hold them harmless from and against any claim or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs demand arising out of participating in any arbitration proceedings under this Agreement, unless resulting from the gross negligence or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII willful misconduct of the Civil Rights Act of 1964 person indemnified. (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or j) This arbitration section shall survive the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in If no agreement can be reached after good faith negotiation between the Indemnified Parties and the Stockholder Agent pursuant to Section 7 8.4(b)(1), or if a dispute arises concerning the reimbursement of Stockholder Agent fees and Section 17expenses, the Employee Person defending the claim (the "Defending Party"), may, by written notice to the Person asserting the claim (the "Prosecuting Party"), demand arbitration of the matter, which arbitration shall be conducted by a single arbitrator. The Prosecuting Party and the Company Defending Party shall use their respective Best Efforts to agree on the arbitrator, provided that any claimif they cannot so agree within ten (10) Business Days (or such longer period as they may agree), controversy either the Prosecuting Party or dispute between the Employee Defending Party can request that Judicial Arbitration and Mediation Services ("JAMS") select the Company (includingarbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Defending Party and Prosecuting Party an opportunity, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, adequate in the employment sole judgment of the Employeearbitrator, to discover relevant information from the cessation other of employment them about the subject matter of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputesdispute. In such arbitration: (i) the The arbitrator shall agree rule upon motions to treat all evidence compel or limit discovery and other information presented by shall have the parties authority to impose sanctions, including attorneys' fees and costs, to the same extent as Confidential Information under a court of competent law or equity, should the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) 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 shall have no authority to amend or modify any of the terms of be written, shall be in accordance with applicable Law and with this Agreement, and (iii) shall be supported by written findings of fact and conclusions of law, which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrator as to the validity and amount of any claim in a Claim Notice shall have ten business days from be binding and conclusive upon the closing statements or submission of post-hearing briefs by Prosecuting Party, the Defending Party, the parties to render his or her decision. Any arbitration award hereto, the Stockholders, the Indemnified Parties, the Indemnifying Parties, and, notwithstanding any other provision of this Article VIII, the Escrow Agent, if applicable, and each of such Persons shall be final entitled to act in accordance with such decision and binding upon the partiesEscrow Agent, and any courtif applicable, state shall be entitled to make or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII withhold payments out of the Civil Rights Act of 1964 (which prohibits discrimination Escrow Account in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentaccordance therewith.

Arbitration. 26.1 Except with respect to disputes and claims under Sections 5, 6 and 7 (which the parties hereto may pursue in any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified herein and with respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In 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 parties under this Agreement and the employment of Executive by the Company (including any Claim 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. 26.2 The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration: , (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Plano, Texas and (iii) each party to the arbitration shall bear its own costs and expenses (including all attorneys’ fees and expenses, except to the extent otherwise required by applicable law) and all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto. 26.3 In addition, the parties hereto agree that (i) the arbitrator shall agree have no authority to treat all evidence make any decision, judgment, ruling, finding, award or other determination that does not conform to the terms and other information presented conditions of this Agreement (as executed and delivered by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeehereto), (ii) the arbitrator shall have no greater authority to amend or modify award any of the terms of this Agreement, relief than a court having proper jurisdiction pursuant to Section 24 and (iii) the arbitrator shall have ten business days no authority to commit an Error of Law (as defined below) in its decision, judgment, ruling, finding, award or other determination, and on appeal from or motion to vacate or confirm such decision, judgment, ruling, finding, award or other determination, a court having proper jurisdiction pursuant to Section 24 may vacate any such decision, judgment, ruling, finding, award or other determination to the closing statements extent containing an Error of Law. For purposes of this Agreement, an “Error of Law” means any decision, judgment, ruling, finding, award or submission other determination that is inconsistent with the laws governing this Agreement pursuant to Section 22. Any decision, judgment, ruling, finding, award or other determination of post-hearing briefs the arbitrator and any information disclosed in the course of any arbitration hereunder (collectively, the “Arbitration Information”) shall be kept confidential by the parties subject to render his or her decision. Any arbitration award shall be final and binding upon the partiesSection 26.4, and any courtappeal from or motion to vacate or confirm such decision, state or federaljudgment, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings ruling, finding, award or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have determination shall be filed under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentseal.

Arbitration. Except as otherwise set forth in Section 7 and Section 178, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the Employee and parties hereto shall be settled exclusively by arbitration in Santa Monica, California before a panel of three neutral arbitrators, each of whom shall be selected jointly by the Company parties, or, if the parties cannot agree that any claim, controversy or dispute between on the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment selection of the Employeearbitrators, as selected by the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by American Arbitration Association. The commercial arbitration in a forum rules of the American Arbitration Association (" the “AAA "Rules”) located shall govern any arbitration between the parties, except that the following provisions are included in the State parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of New Jersey the parties hereunder shall be governed by and conducted construed in accordance with the National Rules for laws of the Resolution State of Employment Disputes. In such California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration: , the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (ic) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitrator award shall agree be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to treat all evidence factual issues and other information presented conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any enter an equitable decree mandating specific enforcement of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his its own costs of participating legal fees and out-of-pocket expenses incurred in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, hereunder and disputes applies to the parties shall share equally all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII expenses of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on racearbitrators; provided, color, national origin, religion, sex, or pregnancy)that, the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), arbitrator shall have the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining same authority to award reasonable attorneys’ fees to the Employee’s employment or the termination prevailing party in any arbitration as part of the Employee's employmentarbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as set forth The parties irrevocably consent that, except to the extent provided in Section 7 this section and Section 174.4, the Employee and the Company agree that any claim, controversy litigation or other dispute arising between the Employee and parties, in connection with the Company (including, without limitation, its affiliates, officers, representative interpretation or agents) arising out enforcement of or relating to this Agreement, that has not been settled through negotiation within a period of 30 days after the employment date on which either party shall first have notified the other party in writing of the Employee, the cessation of employment existence of the Employeedispute, or any matter relating to the foregoing shall be submitted to and settled by commercial final and binding arbitration in a forum under the then-applicable Employment Arbitration Rules of the American Arbitration Association (" AAA ") located “AAA”); and a court judgment on the award may be entered in any court having competent jurisdiction. Notwithstanding the State foregoing, neither party shall be entitled or required to seek arbitration regarding any cause of New Jersey and action that would entitle such party to injunctive relief. Any such arbitration shall be conducted by one neutral arbitrator appointed by mutual agreement of the parties or, failing such agreement, in accordance with the National Rules for AAA Rules. The arbitrator shall be an experienced attorney with a background in employment law. Any arbitration shall be conducted in Minneapolis, Minnesota. An arbitration award may be enforced in any court of competent jurisdiction. Notwithstanding any contrary provision in the Resolution of Employment Disputes. In AAA Rules, the following additional procedures and rules shall apply to any such arbitration: (a) Each party shall have the right to request from the arbitrator, and the arbitrator shall order upon good cause shown, reasonable and limited pre-hearing discovery, including: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeeexchange of witness lists, (ii) no more than two (2) depositions under oath of named witnesses at a mutually convenient location (neither deposition to exceed seven (7) hours), (iii) written interrogatories (no more than twenty-five (25) in number), and (iv) document requests (no more than twenty-five (25) in number, including subparts); (b) Upon conclusion of the pre-hearing discovery, the arbitrator shall have no authority promptly hold a hearing upon the evidence to amend or modify any of be adduced by the parties and shall promptly render a written opinion and award; (c) The arbitrator may award damages consistent with the terms of this Agreement, and Agreement but may not award or assess punitive damages against either party; and (iiid) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own 50% of the fees and costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement the arbitrator, subject to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII power of the Civil Rights Act of 1964 (which prohibits discrimination arbitrator, in employment based on racehis or her sole discretion, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men to award all such fees and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining costs to the Employee’s employment or the termination of the Employee's employmentprevailing party.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, (1) Any controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claim arising out of or relating to this Agreement, or the employment of the Employeebreach thereof, the cessation of employment of the Employee, or any matter relating to the foregoing shall ultimately be submitted to and settled by commercial arbitration in a forum of administered by the American Arbitration Association (" AAA "“AAA”) located in the State of New Jersey and conducted in accordance with the National its Commercial Arbitration Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the awardaward rendered by the arbitrators may be entered in a court of competent jurisdiction. Each party shall bear itsSpeaker certifies that Speaker is knowingly, voluntarily and intentionally waiving the right to have any dispute he/his own costs she may have regarding this Agreement heard by a jury and determined in a court of participating in any arbitration proceedings or other dispute proceedingslaw. The foregoing requirement to arbitrate claims, controversiesarbitration shall be heard by one arbitrator, and disputes applies it shall take place in Greensboro, North Carolina. Either party may seek emergency or provisional relief in the General Court of Justice, Guilford County, North Carolina, prior to all claims invoking the arbitration remedy. (2) PROVIDED, HOWEVER, SPEAKER AND MARKET AMERICA AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA’S PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. Speaker and Market America also agree not to seek to combine any action or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans arbitration with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federalaction or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations. (3) If Section 20(b)(2) should be found illegal or unenforceable, stateSpeaker and Market America agree that it shall not be severable, that Sections 20(b)(1) and 20(b)(2) shall be unenforceable in their entirety, and that the any claim or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentdispute will be resolved in court and not in collective arbitration.

Arbitration. Except as set forth in Section 7 and Section 17otherwise provided herein, the Employee and the Company agree that any claimdispute, controversy or dispute claim between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) parties arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, Agreement (or any matter relating to the foregoing subsequent amendments thereof or waivers thereto) (hereinafter, a "Claim" or "Claims") shall be submitted to final and settled by commercial binding arbitration. Claims which are subject to this section include, but are not limited to, the following: (i) claims relating to this Agreement's existence, enforceability, validity, interpretation, performance or breach, (ii) claims for compensation or benefits, and (iii) claims of wrongful or discriminatory termination based on any federal, state or local statute, regulation, ordinance, tort, public policy, contract or promissory estoppel theory, including any dispute as to the cause or reason for termination. All Claims submitted to arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with pursuant to this Section 14 shall be subject to the National Rules for the Resolution of Employment Disputes. In such arbitration: Disputes of the American Arbitration Association, effective January 1, 2004, except as hereinafter provided: (a) A request to arbitrate a Claim must be made within 180 days of the date the Claim arose; (b) Energy Group shall pay any and all fees and expenses of the arbitrator; (c) The arbitration hearing shall be held in Poughkeepsie, New York, unless the parties mutually agree to another location; (d) Each party shall exchange documents to be utilized as exhibits in the arbitration hearing and each party shall be limited to five (5) pre-hearing depositions of no more than ten hours each, unless the arbitrator orders additional discovery; (e) The arbitrator shall be appointed in accordance with Rule 12 of the above-referenced Rules of the American Arbitration Association, except that if, for any reason, an arbitrator cannot be selected by the process described in Rule 12, subparts (i) through (iii), the American Arbitration Association shall submit the names of seven (7) additional arbitrators from its roster and the parties shall select the arbitrator by alternately striking names with the party requesting arbitration first striking; and (f) Either party shall agree be entitled to treat all evidence seek and obtain injunctive or other information presented by appropriate equitable relief in any federal or state court having jurisdiction in order to enforce the arbitration provisions of this Agreement; and Energy Group shall be entitled to seek and obtain such injunctive or other appropriate equitable relief in order to prevent (pending arbitration) any breach of the Restrictive Covenants set forth in Section 11 of this Agreement in any federal or state court having jurisdiction. Subject to paragraph (f) of this Section 14, above, it is the intention of the parties to the same extent as Confidential Information under the Non-Disclosure avoid litigation in any court of any and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of all Claims concerning this Agreement, and (iii) the arbitrator shall have ten business days or otherwise arising from the closing statements Executive's employment with Energy Group or submission its affiliate entities, and that all such claims will be subject to this arbitration agreement. Neither party shall commence or pursue any litigation on any claim that is or was the subject of post-hearing briefs by the parties arbitration under this Agreement. Each party agrees that this agreement to render his or her decision. Any arbitration award shall be final and binding upon the partiesarbitrate, and any courtaward arising out of any arbitration contemplated by this Agreement, state or federalare enforceable under, having jurisdiction and subject to, the Federal Arbitration Act, 11 U.S.C. ss. I, et seq. Both parties consent that judgment upon any arbitration award may enter a judgment on the award. Each party shall bear its/his own costs of participating be entered in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction.

Arbitration. Except as set forth in Section 7 All disputes, controversies and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claims arising out of or of, relating to or in connection with this Agreement or the transactions contemplated hereby (including the construction, existence, validity, enforceability, enforcement, breach or termination of this Agreement, ) that cannot be resolved amicably by the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Parties shall be submitted to exclusively, finally and conclusively settled by commercial arbitration in a forum administered by the International Chamber of Commerce (the American Arbitration Association (" AAA "“ICC”) located in the State of New Jersey and conducted in accordance with the National ICC Rules for of Arbitration (the Resolution “Rules”), subject to the following: (a) there shall be a panel of Employment Disputes. In such arbitration: three (i3) arbitrators (collectively, the “Tribunal”), one appointed by the DAL Parties, another by DOLE and the third appointed in accordance with the Rules; (b) the arbitrator seat of arbitration shall agree be Tokyo, Japan; (c) the arbitration shall be conducted in the English language, and all written and oral submissions and awards shall be prepared in English (or be accompanied by English translations); (d) the Tribunal shall schedule all matters regarding the arbitration so that the arbitration progresses in a timely fashion; (e) at the arbitration hearing, each Party may make written and oral presentations to treat all the Tribunal, present testimony and written and oral evidence and other information presented examine witnesses; (f) the Tribunal may not grant any award that is inconsistent with the terms of this Agreement and shall not have the authority to use the equitable powers provided by the parties Rules to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and nor shall the Tribunal have the power to award any punitive or exemplary damages; (iiig) the arbitrator Tribunal shall issue a written decision explaining the basis for its rulings and awards; (h) all fees and expenses of the Tribunal and the ICC shall be shared equally between the Parties, provided that the Tribunal shall have ten business days from the closing statements or submission authority to award, as part of post-hearing briefs by its decision, to the parties to render his or her decision. Any arbitration prevailing Party its costs and expenses of the arbitral proceedings, including reasonable fees of attorneys and experts; and (i) any monetary award shall be final made in US dollars and shall be payable free of any Tax, withholding or other deduction unless otherwise required by Legal Requirements. Decisions rendered by the arbitral Tribunal shall be final, binding upon and enforceable in any court of competent jurisdiction. Except as necessary to enforce or effectuate the partiesterms of this Section 13 or an arbitral decision or award, arbitration proceedings hereunder and any court, state or federal, having jurisdiction may enter a judgment on decision and award of the award. Each party Tribunal shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands be kept confidential by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentParties.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy Any unresolved Dispute or dispute Selected Dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) Parties arising out of or relating in connection with this Agreement shall be resolved by final and binding arbitration. Whenever a Party decides to this Agreementinstitute arbitration proceedings, it shall give written notice to that effect to the employment other Party. Arbitration shall be held in New York, New York, according to the Rules of Arbitration of the EmployeeInternational Chamber of Commerce (“ICC Rules”) in effect at the Effective Date, the cessation of employment except as they may be modified herein or by mutual agreement of the Employee, or any matter relating to the foregoing Parties. All arbitration proceedings shall be submitted to 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 settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted respondent shall each nominate an arbitrator in accordance with the National Rules for ICC Rules, and the Resolution third arbitrator, who shall be the president of Employment Disputesthe arbitral tribunal, shall be appointed by the two (2) Party-appointed arbitrators in consultation with the Parties. In such arbitrationThe arbitrators shall: (i) the arbitrator shall agree to treat be disinterested, neutral, and independent from both Parties and all evidence of their respective Affiliates; and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) have the arbitrator requisite experience and expertise in licensing and partnering agreements in the pharmaceutical and biotechnology industries, shall have no 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 amend or modify any engage additional experts as necessary in order to facilitate resolution of the terms of this AgreementDispute or Selected Dispute, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentas applicable.

Arbitration. 14.1. Except as set forth in with regard to Section 7 12.1 hereof and Section 17any other matters that are not a proper subject of arbitration, the Employee and the Company agree that any claim, controversy or dispute all disputes between the Employee and parties hereto concerning the Company (includingperformance, without limitationbreach, its affiliatesconstruction or interpretation of this Agreement or any portion thereof, officers, representative or agents) in any manner arising out of this Agreement or relating to this Agreementthe performance thereof, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration binding arbitration, in a forum accordance with the rules of the American Arbitration Association (" AAA ") located Association. The arbitration proceeding shall take place at a mutually agreeable location in Nassau County, New York or such other location as agreed to by the parties. 14.2. The award rendered by the arbitrator shall be final, binding and conclusive, shall be specifically enforceable, and judgment may be entered upon it in accordance with applicable law in an appropriate court in the State of New Jersey and conducted in accordance York, with the National Rules for the Resolution no right of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the awardappeal therefrom. 14.3. Each party shall bear its/pay its or his own costs expenses of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversiesarbitration, and disputes applies the expenses of the arbitrator and the arbitration proceeding shall be equally shared; provided, however, that, if, in the opinion of the arbitrator (or a majority of the arbitrators if more than one), any claim or defense was unreasonable, the arbitrator(s) may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if the arbitration proceeding relates to the issue of Cause for termination of employment, (a) if, in the opinion of the arbitrator (or a majority of the arbitrators if more than one), Cause existed, the arbitrator(s) shall assess, as part of their award, all claims or demands by of the Employee, including, without limitation any rights or claims arbitration expenses of the Company (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Employee may have under or (b) if, in the Age Discrimination in Employment Act opinion of 1967 the arbitrator (which prohibits age discrimination in employmentor a majority of the arbitrators if more than one), Title VII Cause did not exist, the arbitrator(s) shall assess, as part of their award, all of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination arbitration expenses of the Employee's employmentEmployee (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Company.

Arbitration. Except as set forth in Section 7 and Section 17(a) In the event a grievance shall not have been settled under the procedures above, the Employee and Union may proceed directly to arbitration which shall be binding. (b) Notice of intention to request submission to arbitration must be made in writing addressed to the Company Superintendent not later than ten (10) school days following the decision of the Superintendent or the expiration of the time limits for making such decisions, whichever shall first occur. The parties agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing arbitration shall be submitted to and settled by commercial arbitration conducted in a forum accordance with the rules of the American Arbitration Association or the Labor Relations Connection (" AAA "voluntary labor arbitration rules). There shall be a single arbitrator, unless mutually agreed to otherwise by the parties. (c) located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the The arbitrator shall agree to treat hear and decide only one grievance in each case. He/she shall be bound by and must comply with all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreementcontract. He/she shall not have the power to add to, and (iii) delete from, or modify in any way any of the provisions of this contract. He/she shall have the power to make appropriate compensatory awards. The decision of the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties and all concerned. Fees and expenses of the arbitrator shall be shared by both parties. The arbitrator shall have thirty five (35) days to render his/her decision in writing. (d) Use of past practices in arbitration hearings. (1) An arbitrator shall have the authority to consider the existence of a past practice that may exist between the parties only under the following circumstances: (a) The collective bargaining agreement does not contain an express provision that is the subject of the grievance, or (b) The collective bargaining agreement contains a provision that is unclear and ambiguous. (c) The party claiming the existence of a past practice shall be required to prove by clear and convincing evidence that the practice: (i) is unequivocal; (ii) has been clearly enunciated and acted upon; (iii) is readily ascertainable; (iv) has been in existence for a substantial period of time; (v) has been accepted by representatives of the parties who possess the actual authority to accept the practice. (2) Notwithstanding, a past practice that may exist between the parties may not override any contrary provision of an existing collective bargaining agreement, statute or ordinance. (3) Notwithstanding, a past practice that may exist between the parties may not override any contrary provision of any written rule, regulation, or policy that has been promulgated, adopted, and any court, state published pursuant to either the Administrative Procedures Act or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, promulgated and disputes applies to all claims or demands published by the Employee, including, without limitation any rights appropriate governing entity in a city or claims the Employee town. (4) Either party may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining provide written notice to the Employee’s employment or other party that it no longer intends to be bound by a past practice. Such notification must describe the past practice and set forth the effective date of the termination of the Employee's employmentpractice. Thirty (30) days following such notification neither party is obligated to follow the practice. (e) Incorporation of Documents The following documents shall be incorporated within the Collective Bargaining Agreement: (1) Existing memoranda of agreement signed by authorized representatives of the parties; (2) Letters of correspondence between an authorized School Committee official(s) and an authorized Union official(s) which constitute a mutually agreed-upon course of action. The following documents are enforceable under the collective bargaining agreement: unappealed grievance decisions, arbitration awards and stipulated awards (1) They have not been modified or revoked by a subsequent contract, written agreements signed by both parties, other mutual agreements, arbitration awards, or unappealed grievance rulings; (2) They are not offers of settlement of a grievance or grievance resolutions that are settled on a non-precedential basis; (3) Authorized representatives or officials are any one of the following for purposes of subparagraph (e): chairman of the school committee, the superintendent, assistant superintendent, labor counsel to the school committee, director of human resources, or the designated L-2 school department grievance hearing officer, and if required, the president of the Union or other authorized union official; (4) Either party who asserts a right under the aforementioned documents must demonstrate mutuality, relevance, authenticity, and that the aforementioned documents remain in effect; (5) The party who plans to introduce any of the aforementioned documents must transmit same to the other party one (1) week prior to the date that the arbitration hearing is scheduled to be heard; (6) The arbitrator shall determine the precedential value and weight of the document, taking into consideration the relevance it has to the pending grievance and determining whether the document that is introduced has been modified or revoked by subsequent action of the parties.

Arbitration. 14.1 Except as set forth in with regard to Section 7 12.1 hereof and Section 17any other matters that are not a proper subject of arbitration, the Employee and the Company agree that any claim, controversy or dispute all disputes between the Employee and parties hereto concerning the Company (includingperformance, without limitationbreach, its affiliatesconstruction or interpretation of this Agreement or any portion thereof, officers, representative or agents) in any manner arising out of this Agreement or relating to this Agreementthe performance thereof, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration binding arbitration, in a forum accordance with the rules of the American Arbitration Association (" AAA ") located Association. The arbitration proceeding shall take place at a mutually agreeable location in Nassau County, New York or such other location as agreed to by the parties. 14.2 The award rendered by the arbitrator shall be final, binding and conclusive, shall be specifically enforceable, and judgment may be entered upon it in accordance with applicable law in an appropriate court in the State of New Jersey and conducted in accordance York, with the National Rules for the Resolution no right of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. appeal therefrom. 14.3 Each party shall bear its/pay its or his own costs expenses of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversiesarbitration, and disputes applies the expenses of the arbitrator and the arbitration proceeding shall be equally shared; provided, however, that, if, in the opinion of the arbitrator (or a majority of the arbitrators if more than one), any claim or defense was unreasonable, the arbitrator(s) may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if the arbitration proceeding relates to the issue of Cause for termination of employment, (a) if, in the opinion of the arbitrator (or a majority of the arbitrators if more than one), Cause existed, the arbitrator(s) shall assess, as part of their award, all claims or demands by of the Employee, including, without limitation any rights or claims arbitration expenses of the Company (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Employee may have under or (b) if, in the Age Discrimination in Employment Act opinion of 1967 the arbitrator (which prohibits age discrimination in employmentor a majority of the arbitrators if more than one), Title VII Cause did not exist, the arbitrator(s) shall assess, as part of their award, all of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination arbitration expenses of the Employee's employmentEmployee (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Company.

Arbitration. Except (a) The parties irrevocably consent to the exclusive jurisdiction of arbitration in Washington, D.C. in accordance with the Expedited Arbitration Rules of JAMS/Endispute for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement (collectively, the "Proceedings"). The parties hereby agree that service of summons, complaint, or other process in connection with any Proceedings may be made as set forth in Section 7 the Exchange Agreement with respect to service of notices, and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing service so made shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located effective as if personally made in the State of New Jersey Delaware. (b) The arbitrators may issue any order for interim relief as may be necessary to safeguard the property that is the subject of the Proceedings, including without limitation, ordering the parties to take such action as the arbitrator deems appropriate. In the event that the parties apply to an arbitrator for interim relief, and conducted such relief is not awarded, the parties shall be at liberty to apply for relief to any competent judicial authority for interim or conservatory measures, and they shall not by doing so be held to infringe the agreement to arbitrate or to affect the relevant powers reserved to the arbitrators. The arbitrators also have the power to award final relief of an injunctive or declaratory nature, including the power to determine unresolved terms in the closing documentation and to order the parties to perform in accordance with such terms. (c) Each of the National Rules for the Resolution of Employment Disputes. In such arbitration: parties hereto acknowledges that (i) the arbitrator shall agree to treat it has freely agreed that all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must Proceedings will be held confidential by the Employeeheard in accordance with this Section 9.5, (ii) the arbitrator shall have no authority agreement to amend choose arbitration in Washington, D.C. in accordance with the Expedited Arbitration Rules of JAMS/Endispute to hear all Proceedings is reasonable and will not place such party at a disadvantage or modify any otherwise deny it its day in court, (iii) it is a knowledgeable, informed, sophisticated person or business entity capable of understanding and evaluating the terms of provisions set forth in this Agreement, including this Section 9.5, and (iiiiv) the arbitrator shall have ten business days from the closing statements or submission has been represented by such counsel and other advisors of post-hearing briefs by the parties its choosing as it has deemed appropriate in connection with its decision to render his or her decision. Any arbitration award shall be final and binding upon the partiesenter into this Agreement, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentincluding this Section 9.5.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company The parties agree that any claimand all disputes, controversy controversies or dispute between the Employee and the Company claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, its affiliatesclaims of wrongful termination of employment, officers, representative or agents) arising out claims under Title VII of or relating to this Agreementthe Civil Rights Act, the employment of the EmployeeFair Labor Standards Act, the cessation of employment of Americans with Disabilities Act, the EmployeeAge Discrimination in Employment Act, or comparable state or federal laws, and any matter relating to the foregoing other laws dealing with employees’ rights and remedies), shall be submitted to and settled by commercial mandatory arbitration in a forum of administered by the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the under its National Rules for the Resolution of Employment Disputes. In such arbitrationDisputes (the “Rules”) and the following provisions: (iA) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this paragraph 13; (C) the arbitrator place of arbitration shall agree to treat all evidence and other information presented be Southfield, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the parties to Arbitrator in any federal or state court having jurisdiction over the same extent as Confidential Information under parties; (E) all fees and expenses of the Non-Disclosure Arbitrator shall be shared equally between Company and Non-Competition Agreement must be held confidential by the Employee, Executive; (iiF) the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, Arbitrator shall govern and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any courtlegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, state controversy or federalclaim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, having jurisdiction may enter a judgment on the award. Each party nothing contained in this paragraph shall bear its/his own costs of participating in any arbitration proceedings be construed to preclude Company from obtaining injunctive or other dispute proceedings. The foregoing requirement equitable relief to arbitrate claims, controversies, and disputes applies secure specific performance or to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act otherwise prevent Executive’s breach of 1967 (which prohibits age discrimination in employment), Title VII paragraph 10 of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth above in Section Paragraphs 7 and Section 1714, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, including without limitation, limitation its affiliates, officers, employees, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA "“AAA”) located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all as confidential evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition this Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten (10) business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, including without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment Employment or the termination of the Employee's employment’s Employment.

Arbitration. Except Any arbitration held under this Agreement shall be held in Houston, Texas, unless otherwise agreed by the Parties, shall be administered by the Dallas, Texas office of the American Arbitration Association (“AAA”) and shall, except as set forth otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”). The number of arbitrators required for the arbitration hearing shall be determined in Section 7 accordance with the AAA Rules. The arbitrator(s) shall determine the rights and Section 17obligations of the Parties according to the substantive law of the state of Texas, excluding its conflict of law principles, as would a court for the state of Texas; provided, however, the Employee law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including - 105 - the right to production of relevant and material documents by the opposing Party and the Company agree right to take depositions reasonably limited in number, time and place; provided that in no event shall any claimParty be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, controversy Contractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Employee Parties. Without limiting the foregoing, if there are common issues of fact or law in connection with any Disputes in an arbitration conducted under this Article 18 and any disputes in connection with any arbitration under the Company (includingStage 1 EPC Agreement, without limitationeither Party may consolidate the two arbitrations to the extent necessary to avoid inconsistent determinations. Contractor agrees, its affiliatesupon Owner’s election, officers, representative or agents) to the joinder in any arbitration between Owner and Guarantor arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment DisputesProject. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any The arbitration award shall be final and binding upon the partiesbinding, in writing, signed by all arbitrators, and any court, shall state or federal, having jurisdiction may enter a the reasons upon which the award thereof is based. The Parties agree that judgment on the award. Each party shall bear its/his own costs of participating in arbitration award may be entered by any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction thereof.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company The parties agree that any claimand all disputes, controversy controversies or dispute between the Employee and the Company claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive's employment, whether in contract, tort, or otherwise (including, without limitation, its affiliatesclaims of wrongful termination of employment, officers, representative or agents) arising out claims under Title VII of or relating to this Agreementthe Civil Rights Act, the employment of the EmployeeFair Labor Standards Act, the cessation of employment of Americans with Disabilities Act, the EmployeeAge Discrimination in Employment Act, or comparable state or federal laws, and any matter relating to the foregoing other laws dealing with employees' rights and remedies), shall be submitted to and settled by commercial mandatory arbitration in a forum of administered by the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the under its National Rules for the Resolution of Employment Disputes. In such arbitrationDisputes (the "Rules") and the following provisions: (iA) a single arbitrator (the "Arbitrator"), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the "Arbitrator" for the purposes of this paragraph 13; (C) the arbitrator place of arbitration shall agree to treat all evidence and other information presented be Southfield, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the parties to Arbitrator in any federal or state court having jurisdiction over the same extent as Confidential Information under parties; (E) all fees and expenses of the Non-Disclosure Arbitrator shall be shared equally between Company and Non-Competition Agreement must be held confidential by the Employee, Executive; (iiF) the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, Arbitrator shall govern and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any courtlegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, state controversy or federalclaim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, having jurisdiction may enter a judgment on the award. Each party nothing contained in this paragraph shall bear its/his own costs of participating in any arbitration proceedings be construed to preclude Company from obtaining injunctive or other dispute proceedings. The foregoing requirement equitable relief to arbitrate claims, controversies, and disputes applies secure specific performance or to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act otherwise prevent Executive's breach of 1967 (which prohibits age discrimination in employment), Title VII paragraph 12 of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in Section 7 and Section 17(a) Unless the Holders or the Trustee opt for court proceedings pursuant to ‎Section 14.10, the Employee and the Company agree that any claimdispute, controversy or dispute between claim arising in any way out of or in connection with this Indenture, any Note, the Employee and the Company Parent Guarantee or any Subsidiary Guarantee (including, without limitation: (i) any question relating to contractual, its affiliatespre-contractual or non-contractual rights, officersobligations or liabilities; and (ii) any issue as to the existence, representative validity or agentstermination of this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee (a “Dispute”) shall be referred to and finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted in accordance with such Rules (the “Rules”), which Rules are deemed to be incorporated by reference into and as may be amended by the rest of this Section. (b) The tribunal shall consist of three arbitrators who shall be appointed in accordance with the Rules. (c) The seat of the arbitration shall be Hong Kong SAR. This arbitration agreement shall be governed by the laws of the Hong Kong SAR. (d) The language of the arbitration proceedings shall be English. (e) Any award of the tribunal shall be made in writing and shall be final and binding on the parties from the day it is made. The parties undertake to carry out any award without delay. (f) The parties agree that any Dispute(s) arising out of or relating to in connection with this AgreementIndenture, any Note, the employment of the Employee, the cessation of employment of the Employee, Parent Guarantee or any matter relating to the foregoing shall Subsidiary Guarantee may be submitted to and settled determined together, by commercial arbitration way of joinder and/or consolidation and/or multiple claims being heard together in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted single arbitration, in accordance with the National Rules for Rules. Where joinder or consolidation occurs, or multiple claims are heard together in a single arbitration, the Resolution Parties to all such arbitration(s) shall be deemed to have waived their right to designate an arbitrator. The Parties waive any objection, on the basis of Employment Disputes. In such joinder, consolidation or multiple claims being heard together in a single arbitration: (i) , to the arbitrator shall agree to treat all evidence and other information presented validity and/or enforcement of any award made by the parties to arbitral tribunal in the same extent arbitration or consolidated proceedings, in so far as Confidential Information under the Non-Disclosure and Non-Competition Agreement must such waiver can validly be held confidential by the Employee, made. (iig) the arbitrator shall have no authority to amend or modify any Each of the terms of this AgreementCompany, ERC, and each of their Subsidiaries that are Subsidiary Guarantors consent to, and will not object to, the referral to and resolution of any Dispute through arbitration pursuant to this ‎Section 14.09. (iiih) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award Nothing in this ‎Section 14.09 shall be final and binding upon the parties, and construed as preventing any court, state party from seeking conservatory or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs interim relief from any court of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcompetent jurisdiction.

Arbitration. Except Any arbitration held under this Agreement shall be held in Houston, Texas, unless otherwise agreed by the Parties, shall be administered by the Dallas, Texas office of the American Arbitration Association (“AAA”) and shall, except as set forth otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”). The number of arbitrators required for the arbitration hearing shall be determined in Section 7 accordance with the AAA Rules. The arbitrator(s) shall determine the rights and Section 17obligations of the Parties according to the substantive law of the state of Texas, excluding its conflict of law principles, as would a court for the state of Texas; provided, however, the Employee law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the Company agree right to take depositions reasonably limited in number, time and place; provided that in no event shall any claimParty be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, controversy Contractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Employee Parties. Without limiting the foregoing, if there are common issues of fact or law in connection with any Disputes in an arbitration conducted under this Article and any disputes in connection with any arbitration under the Company (includingStage 1 EPC Agreement, without limitationeither Party may consolidate the two arbitrations to the extent necessary to avoid inconsistent determinations. Contractor agrees, its affiliatesupon Owner’s election, officers, representative or agents) to the joinder in any arbitration between Owner and Guarantor arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment DisputesProject. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any The arbitration award shall be final and binding upon the partiesbinding, in writing, signed by all arbitrators, and any court, shall state or federal, having jurisdiction may enter a the reasons upon which the award thereof is based. The Parties agree that judgment on the award. Each party shall bear its/his own costs of participating in arbitration award may be entered by any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction thereof.

Arbitration. Except as set forth in Section 7 Any disputes arising hereunder shall be referred to and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company finally resolved either by (including, without limitation, its affiliates, officers, representative or agentsx) arising out of or relating to this Agreement, the employment an ad hoc arbitration procedure approved by a majority of the EmployeeBoard or, the cessation of employment of the Employeeif an agreement as to an ad hoc procedure cannot be reached, or any matter relating to the foregoing shall be submitted to and settled by commercial then (y) arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for (the Resolution “Rules”) of Employment Disputesthe London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section 21, except as expressly modified by this Section 21. In Before an arbitration pursuant to this provision has been convened, any party may seek interim or provisional relief from the competent Courts of the City of Luxembourg, which shall have exclusive jurisdiction in respect of any such interim or provisional relief. Such interim or provisional relief may subsequently be vacated, continued or modified by the arbitrator on the application of any party. Furthermore, the following provisions shall apply in respect of any arbitration proceedings conducted pursuant to this Section 21: (a) there shall be one (1) arbitrator, the selection of which shall be by mutual agreement between the parties. If, however, the parties are unable to agree on the selection of the arbitrator within thirty (30) days after the commencement of the arbitration: , then the selection of the arbitrator shall be made by the LCIA; (ib) the place of the arbitration shall be London, England; (c) the language of the arbitration shall be English; (d) the arbitrator shall agree determine the allocation of expenses of the arbitral proceedings amongst the parties; (e) the arbitrator shall have the authority to treat award all evidence forms of relief determined to be just and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) equitable; provided that the arbitrator shall have no authority to amend award punitive or modify exemplary damages, or any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs other monetary damages not measured by the parties prevailing party’s actual damages; (f) any arbitral award rendered pursuant to render his or her decision. Any arbitration award this provision shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating parties and may be enforced in any court of competent jurisdiction; and (g) with respect to any dispute relating to the Call Option, the period for the exercise of the Call Option shall be suspended for the period from and including the date of the referral of the dispute to arbitration proceedings to and including the date of delivery of the final decision of the arbitrator and the settlement any payment of any amounts due with respect to the exercise by the Company or other dispute proceedings. The foregoing requirement to arbitrate the ▇▇▇▇ Investors of the Call Option, plus the amount of any outstanding claims, controversies, and disputes applies to all claims or demands by shall be delayed pending the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII decision of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentarbitrator.

Arbitration. Except as set forth in Section 7 and Section 17where this Agreement calls for the use of a special master, the Employee and the Company agree that any claim, controversy dispute or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative claim arising under or agents) arising out of or relating with respect to this Agreement, including the employment interpretation, performance or non-performance of this Agreement other than the Employeeitems addressed by Section 6.7, and the cessation of employment of the Employee, or any matter relating right to the foregoing terminate shall be submitted to and settled resolved by commercial arbitration in a forum Miami, Florida or such other location as agreed to by the Parties, in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association Association, modified as follows to include these provisions: (" AAA "a) located The AAA’s Expedited Procedures shall not be followed; (b) The arbitration will be decided by a neutral arbitrator selected by the Parties from a group of at least ten potential candidates identified by the Center for Public Resources, Inc. or similar neutral, third-party organization to which the Parties agree; (c) The Parties will work together so that the arbitrator will be appointed within thirty days of the filing of the Arbitration Demand; (d) For disputes involving patent rights, the arbitrator will be a registered patent attorney with at least fifteen years of experience in patent matters; (e) Reasonably limited discovery, in the State form of New Jersey document requests and conducted in accordance depositions will be allowed; the Parties will confer with the National Rules for arbitrator early in the Resolution arbitration process regarding the amount and scope of Employment Disputes. In such arbitration: discovery; (f) If a Party intends to offer live or written witness testimony to the arbitrator, the other Party shall have the right to depose the witness under oath; (g) The Parties shall submit simultaneous pre-hearing statements to the arbitrator; after the hearing, the Parties shall submit simultaneous opening and simultaneous reply briefs to the arbitrator setting forth their positions on the dispute and view of the evidence; (h) The arbitrator will render a written, reasoned, draft award; (i) The Parties will be permitted to comment on the draft award including any perceived errors or necessary corrections; (j) The arbitrator will render a written, reasoned, final award; (k) The hearing will be held in Miami, Florida or such other location as agreed to by the Parties. The decision or award of the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall will be final and binding upon the partiesParties. The arbitrator will have the discretion to impose the cost of the arbitration upon the losing Party or divide it between the Parties on any terms which the arbitrator deems equitable; provided, and any courthowever, state that each Party will bear its own legal fees. Any decision or federal, having jurisdiction award rendered by the arbitrator may enter be entered as a judgment on the award. Each party shall bear its/his own costs of participating or order in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act court of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcompetent jurisdiction.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or If a legally cognizable dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising arises out of or relating relates to this AgreementAgreement or the breach, termination or validity thereof, or the employment of the Employeecompensation, the cessation promotion, demotion, discipline, discharge or terms and conditions of employment of the Employee, or any matter relating if said dispute cannot be resolved through direct discussions, the parties voluntarily agree to settle the foregoing shall be submitted to and settled dispute by commercial binding arbitration in a forum of before the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted AAA"). The arbitration shall proceed in accordance with the National Employment Dispute Resolution Rules of the AAA in effect on the date of the demand for arbitration, and judgment upon the Resolution of Employment Disputes. In such arbitration: (i) award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that this Section shall agree not generally apply to treat all evidence and other information presented claims or disputes involving the breach or alleged breach by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify Employee of any of the terms 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 (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any courtcontract claims as well as claims brought under all applicable federal, state or federallocal statutes, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings laws, regulations or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, ordinances including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment)but not limited to, Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race1964, color, national origin, religion, sex, or pregnancy), as amended; the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1991 (which prohibits discrimination 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in employment against qualified persons with a disability)Employment Act, as amended; the Equal Pay Act; and the Employee Retirement Income Security Act (which prohibits paying men of 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the Company's subsidiaries, affiliated and women unequal successor companies, agents and employees. Each party shall pay for equal work), ERISA, its own fees and expenses of arbitration except that the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination cost of the Employee's employmentarbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party are subject to reimbursement from the other party at the discretion of the arbitrator. This arbitration provision shall not apply to any claim arising in a state that bars or prohibits the arbitration of such claims.

Arbitration. Except as set forth above in Section Sections 7 and Section 1718 herein, the Employee Executive and the Company agree that any claim, controversy or dispute between the Employee Executive and the Company (including, without limitation, its affiliates, officers, executives, representative or agents) arising out of or relating to this Agreement, the employment Employment of the EmployeeExecutive, the cessation of employment Employment of the EmployeeExecutive, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA "“AAA”) located in the State of New Jersey York and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all as confidential evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition this Agreement must be held confidential by the EmployeeExecutive, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten (10) business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the EmployeeExecutive, including, without limitation any rights or claims the Employee Executive may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the EmployeeExecutive’s employment Employment or the termination of the Employee's employmentExecutive’s Employment.

Arbitration. Except as set forth (a) Any Dispute not finally resolved pursuant to Section 9.2 within sixty (60) days from the delivery of the Initial Notice shall be resolved by binding arbitration in accordance with this Section 7 9.3. Any Dispute subject to arbitration pursuant to this Section 9.3 shall be determined and Section 17resolved by final and binding arbitration, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out seat of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing which shall be submitted to in New York, New York, before a panel of three arbitrators. The arbitration shall proceed in accordance with and settled shall be governed by commercial arbitration in a forum the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (" AAA "“AAA”) located then in effect. The claimant shall nominate one (1) arbitrator and the respondent shall nominate one (1) arbitrator within the time limits specified in the State AAA Rules. The chairperson shall be nominated by the two (2) appointed arbitrators within fifteen (15) Business Days of New Jersey the appointment of the second arbitrator, failing which the chairperson shall be appointed by the AAA. Unless the parties to the arbitration otherwise agree in writing, the arbitrators so selected shall be independent and conducted shall not have any material past or existing affiliation with any Party. (b) The arbitrators shall apply the governing law set forth in accordance with Section 9.4 and shall have authority to entertain a motion for summary judgment by any Party and shall apply the National standards governing such motions under the Federal Rules for of Civil Procedure. Unless otherwise agreed by the Resolution of Employment Disputes. In such arbitrationParties in writing, discovery shall be limited to only: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties documents directly related to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeeissues in controversy, (ii) the arbitrator shall have no authority to amend more than three (3) depositions per Party for any Dispute asserting claims exceeding $1 million (or modify any of the terms of this Agreementequivalent value) or seeking injunctive relief, or two (2) depositions per Party for all other Disputes and (iii) ten (10) interrogatories per Party. The arbitration procedures shall include provision for production of documents relevant to the arbitrator Dispute; provided that all discovery, if any, shall have ten business be completed within ninety (90) days from of the closing statements appointment of the arbitrators or submission as soon as practicable thereafter. (c) The provisions of post-hearing briefs by this Section 9.3 are intended to provide the parties exclusive method of resolving any Dispute, including injunctive relief; provided, however, that a Party may commence and prosecute an action in any court of competent jurisdiction for the purpose of enforcing or seeking to render his or her decision. Any vacate an arbitration award hereunder. (d) The agreement to arbitrate any Dispute set forth in this Section 9.3 shall be final continue in full force and binding upon the partieseffect subsequent to, and any courtnotwithstanding the completion, state expiration or federaltermination of, having jurisdiction may enter a judgment on the award. this Agreement. (e) Each party Party shall bear its/his its own costs of participating the arbitration and share equally the arbitrators’ fee and the administrative costs; provided that the prevailing Party shall be entitled to payment of its reasonable attorneys’ fees and costs (unless applicable Law restricts or prohibits such fee shifting). (f) The Parties agree to keep confidential all awards in any their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentjudicial authority.

Arbitration. Except (a) The parties hereto agree that all claims between them (other than those seeking specific performance or other equitable relief) resulting from this Agreement, any certificate, schedule, exhibit or other document delivered pursuant hereto, and the transactions contemplated hereby, shall be settled by arbitration as set forth in this Section 7 21. The arbitration proceeding will take place in the City of New York, State of New York. The parties hereto acknowledge that they have had the opportunity to consult with counsel regarding this Section 21, that they fully understand its terms, content and effect, and that they voluntarily and knowingly agree to the terms of this Section 17, the Employee 21 and the Company agree that any claim, controversy to arbitration of all claims between them (other than those seeking specific performance or other equitable relief). (b) Any dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) parties arising out of or relating in any way related to this Agreement, the employment of the Employee, the cessation of employment of the Employee, Agreement or any matter relating other agreement in any way arising out of or related to this Agreement (including, but not limited to the foregoing Transaction Documents (as such term is defined in the Purchase Agreement), shall be submitted to and settled resolved exclusively by commercial arbitration in before a forum of single independent arbitrator chosen by the American Arbitration Association (" AAA "“AAA”) located and conducted under the AAA’s Employment Dispute Resolution Rules, it being the intention of the parties that no possible dispute between them be litigated in a court and that any and all possible disputes between them be arbitrated except as provided in Section 12. To the extent permitted by the AAA’s rules, the arbitrator shall be required (a) to apply the Federal Rules of Evidence, and (b) render a decision strictly in accordance with the laws of the State of New Jersey York. For the purposes of this Section 21, the term “parties” shall be interpreted as broadly as possible so as to grant any and conducted all affiliates, subsidiaries, officers, directors, employees, attorneys, professionals, shareholders, members, general partners, limited partners, general partnerships, limited partnerships, limited liability companies, persons or any other forms of business entities in accordance any way affiliated or connected with the National Rules for the Resolution of Employment Disputes. In such arbitration: Company (i“Related Third Parties”) the arbitrator shall agree absolute and unequivocal right to treat all evidence demand arbitration in any dispute with Executive that would be governed by this Section 21 if it were a dispute solely between the Company and other information presented by the parties Executive. Moreover, Executive hereby unequivocally waives any claim that he should not be required to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority arbitrate a dispute with any Related Third Party because such party is not a signatory to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission instead acknowledges that any and all Related Third Parties are express third party beneficiaries of post-hearing briefs by the parties to render his or her decisionthis Section 21. Any arbitration award commenced pursuant to this Section 21 shall be consolidated with any other pending arbitration arising out of or in any way related to this Agreement or any agreement related to this Agreement (including but not limited to the Transaction Documents). The decision of the arbitrator shall be final and binding upon the parties. The arbitrator shall render his award not later than thirty (30) days after the conclusion of the hearing. The decision and award shall be in writing, and counterpart copies shall be delivered to each of the parties. In rendering an award, the arbitrator shall have no power to modify any courtof the provisions of this Agreement, state or federal, having and the jurisdiction of the arbitrator is expressly limited accordingly. (c) Judgment may enter a judgment be entered on the award of the arbitrator and may be enforced in any competent court having jurisdiction; provided, however, that no motion to confirm any arbitration award shall be made for ten days after such award. Each In the event that the losing party pays the full amount of the award within that ten day period, no motion for confirmation shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversiesbe made, and disputes applies the arbitrator’s award shall remain confidential. Absent a motion to all claims confirm or demands by vacate an arbitrator’s award, the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII fact and details of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining arbitration proceeding pursuant to the Employee’s employment or the termination of the Employee's employmentthis Section 21 shall remain strictly confidential.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or Any dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to in connection with this Agreement, the employment of the Employeeincluding any question regarding its existence, the cessation of employment of the Employeevalidity or termination, or any matter relating to the foregoing shall be submitted referred to and settled finally resolved by commercial binding arbitration in a forum of governed by the American Federal Arbitration Association (" AAA ") located in the State of New Jersey Act and conducted in accordance with the National American Arbitration Association Commercial Arbitration Rules, which Rules for are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three, each party having the Resolution of Employment Disputesright to appoint one arbitrator, who shall together then appoint a third neutral arbitrator within 30 days in accordance with the Rules. In such arbitration: (i) the The third neutral arbitrator shall agree to treat all evidence and other information presented by the parties be a person who has five years or more experience involving transactions related to the same extent as Confidential Information under intrastate natural gas transportation market. The place of arbitration shall be Houston, Texas, USA, where all hearings and meetings shall be held. The language to be used in the Non-Disclosure arbitral proceedings shall be English. The parties hereby expressly waive any right of appeal to any court having jurisdiction on any question of fact or law. There will be no written transcript or record of the arbitration proceeding. The arbitrators will only make their award and Non-Competition Agreement must be held confidential by will not render a written opinion explaining their award. It is expressly agreed that the Employee, (ii) the arbitrator arbitrators shall have no authority to amend award attorney's fees, or modify consequential, special, indirect, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under Texas law, or federal law, or under the Federal Arbitration Act, the parties hereby waiving their rights, if any, to recover attorneys' fees and consequential, special, indirect, treble, exemplary or punitive damages with respect to this Agreement. Any and all of the terms of this Agreementarbitrators' orders and decisions may be enforceable in, and (iii) judgment upon any award rendered in the arbitrator shall have ten business days from arbitration proceeding may be confirmed and entered by, any court having jurisdiction. The parties agree that all arbitration proceedings conducted hereunder and the closing statements or submission decision of post-hearing briefs by the parties to render his or her decision. Any arbitration award arbitrators shall be final kept confidential and binding upon the partiesnot disclosed, except to a party's affiliates, accountants, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sexlawyers, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or extent necessary to enforce the termination of the Employee's employmentdecision.

Arbitration. Except as (a) All Disputed Matters shall be determined by arbitration and governed by this ARTICLE XI. (b) With respect to any Disputed Title Matter, Buyer and Sellers’ Representative shall select a mutually agreeable single arbitrator, who shall be a title attorney with at least ten (10) years’ experience in oil and gas titles involving properties in the regional area in which the Properties are located, within fifteen (15) days following the Closing Date. With respect to any Disputed Environmental Matter, Buyer and Sellers’ Representative shall select a mutually agreeable single arbitrator, who shall be an environmental consultant with at least ten (10) years’ experience, within fifteen (15) days following the Closing Date. If Buyer and Sellers’ Representative have not selected a mutually agreeable arbitrator in accordance with the provisions and deadlines set forth in this Section 7 and Section 1711.1(b), the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing then such arbitrator shall be submitted to and settled by commercial arbitration chosen in a forum accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (" AAA "“AAA”) located in (the State of New Jersey and conducted arbitrator selected in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancySection 11.1(b), the Americans “Arbitrator”). (c) The Arbitrator’s determination shall be made within twenty (20) days after submission of the Disputed Matters to the Arbitrator and shall be binding on and non-appealable by the Parties. (d) In making his determination with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability)respect to any Disputed Matter, the Equal Pay Act (which prohibits paying men and women unequal pay for equal work)Arbitrator shall be bound by the rules set forth in ARTICLE V and, ERISAsubject to the foregoing, may consider such other matters as in the opinion of the Arbitrator are necessary to make a proper determination; provided, however, that with respect to any Disputed Matter related to any Title Defect Amount, Title Benefit Amount or Environmental Defect Amount, the New Jersey Law Against DiscriminationArbitrator shall not award Buyer (or Sellers, if applicable) a greater amount than the amount claimed by Buyer (or Sellers, if applicable) in its Title Notice or Environmental Notice, as applicable. (e) With respect to any Disputed Matter, the New Jersey Conscientious Employee Protection Act (Arbitrator shall act as an expert for the limited purpose of determining such specific Disputed Matter, and, unless the Disputed Matter relates to a Title Defect Amount, a Title Benefit Amount or other federal an Environmental Defect Amount, may not award damages, interest or state whistleblower laws)penalties to either Party with respect to any Disputed Matter. Notwithstanding the immediately preceding sentence, or any other federalthe Arbitrator may, statehowever, or local laws or regulations pertaining award reasonable costs, including attorney fees and fees and expenses associated with the Arbitrator, to the Employee’s employment or Party determined by the termination Arbitrator to be the prevailing Party in the arbitration of any Disputed Matter. Within ten (10) days after the Arbitrator delivers written notice to Buyer and Sellers’ Representative of such award, (A) Buyer shall pay to each Seller its Pro Rata Portion of the Employee's employmentamount, if any, so awarded by the Arbitrator to Sellers and (B) each Seller, severally and jointly, shall pay to Buyer its Pro Rata Portion of the amount, if any, so awarded by the Arbitrator to Buyer.

Arbitration. Except as set forth in Section 7 and Section 17, If the Employee Buyer and the Company agree that Sellers are unable to resolve any claimdispute regarding the Preliminary Amounts Schedule, controversy within thirty (30) days after the Sellers’ receipt of the Notice of Dispute, or dispute between such longer period as the Employee Buyer and the Company (includingSellers shall mutually agree in writing, without limitationsuch dispute shall be resolved by a mutually agreed upon accounting firm that, its affiliatesunless otherwise mutually agreed by the parties, officers, representative or agents) arising out of or relating to this Agreement, the employment is independent of the Employee, the cessation Buyer and each Seller (meaning a firm of employment of the Employee, or any matter relating certified public accountants that has not provided services to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreementparties hereto or their Affiliates during the immediately preceding five (5) years) (such accounting firm, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision“Arbitrator”). Any arbitration award Such resolution shall be final and binding upon on the partiesparties hereto and the Final Amounts Schedule shall be prepared in accordance with the resolution of the Arbitrator. The Buyer and the Sellers shall submit to the Arbitrator for review and resolution all matters (but only such matters) that are set forth in the Notice of Dispute that remain in dispute in determining the Net Working Capital Amount, the Other Third-Party Brand Amount, the DP Amount, the Residual Transferred Assets Amount, the Other Assets and Liabilities Amount, the Retained Assets Amount, or the Retained Liabilities Amount, as the case may be, and the Arbitrator shall, except in the case of manifest error, (A) not assign a value to any courtitem in dispute greater than the greatest value for such item assigned by the Buyer, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs one hand, or the Sellers, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, and (B) make its determination based on written submissions by the Buyer and the Sellers which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of participating in any arbitration proceedings or other dispute proceedingsan independent review). The foregoing requirement Arbitrator shall use commercially reasonable efforts to arbitrate claimscomplete its work within forty-five (45) days following its engagement. The fees, controversies, costs and disputes applies to all claims or demands expenses of the Arbitrator (i) shall be borne by the Employee, including, without limitation any rights or claims Buyer in the Employee may have under proportion that the Age Discrimination in Employment Act aggregate dollar amount of 1967 all such disputed items so submitted that are resolved against the Buyer (which prohibits age discrimination in employment), Title VII of as finally determined by the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining Arbitrator) bears to the Employee’s employment or aggregate dollar amount of such items so submitted and (ii) shall be borne by the termination Sellers in the proportion that the aggregate dollar amount of such disputed items so submitted that are resolved against the Employee's employmentSellers (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted.

Arbitration. Except as set forth in Section 7 and Section 17, (i) If the Employee and the Company agree that any claim, controversy or parties should have a material dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, or the employment parties’ respective rights and duties hereunder, then the parties will resolve such dispute in the following manner: (1) either party may at any time deliver to the other party a written dispute notice setting forth a brief description of the Employeeissue for which such notice initiates the dispute resolution mechanism contemplated by this Section 7(h); (2) during the forty-five (45) day period following the delivery of the notice described above, appropriate representatives of both parties will meet and seek to resolve the disputed issue through negotiation; (3) if representatives of the parties are unable to resolve the disputed issue through negotiation, then within thirty (30) days after the forty-five (45) day period described above, the cessation of employment of parties will refer the Employee, or any matter relating issue (to the foregoing shall be submitted exclusion of a court of law) to final and settled by binding arbitration located in the State of Arizona in accordance with the then existing commercial arbitration in a forum rules (the “Rules”) of the American Arbitration Association (" AAA "“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any controversy shall be the law of the State of Delaware, regardless of principles of conflicts of laws. (ii) located In any arbitration pursuant to this Agreement, the award or decision shall be rendered by a majority of the members of a Board of Arbitration (the “Board of Arbitration”) in Phoenix, Arizona consisting of three (3) members, one (1) of whom shall be appointed by each party and the third of whom shall be the chairman of the panel and be appointed by mutual agreement of said two (2) party-appointed arbitrators. In the event of failure of said two (2) arbitrators to agree within forty-five (45) days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator to the Board of Arbitration, the third arbitrator shall be appointed to the Board of Arbitration by the Agreement in accordance with the Rules. Nothing set forth above shall be interpreted to prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of a three (3) member Board of Arbitration. Upon the completion of the selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), an award or decision shall be rendered within no more than forty-five (45) days. Notwithstanding the foregoing, the request by the parties for preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to arbitration and may be adjudicated only by the courts of the State of Arizona or federal court of the United States of America sitting in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentArizona.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, Any controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claim arising out of or relating to this Agreement, or the employment of breach or the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing validity thereof shall be submitted to and settled by commercial final and binding arbitration in a forum accordance with the most current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association (" AAA "AAA"). The arbitration shall be conducted by a tribunal of three (3) located in arbitrators (the State "Tribunal"). Each party shall appoint an arbitrator within ten (10) days from the filing of New Jersey the Demand and conducted Submission in accordance with Paragraph 7 of the National Rules for and the Resolution two (2) arbitrators shall jointly appoint the third arbitrator, within fifteen (15) days from their appointment, in accordance with Paragraph 7 of Employment Disputesthe Rules. In If the two (2) appointed arbitrators fail to agree upon a third arbitrator within said fifteen (15) days and fail to agree to an extension of such arbitration: (i) period, the third arbitrator shall agree to treat all evidence and other information presented be appointed by the AAA in accordance with Paragraph 15 of the Rules. The place of arbitration shall be Arlington, Virginia and the Award shall be issued at the place of arbitration. The Tribunal may, however, call and conduct hearings and meetings at such other places as the parties may agree. The law applicable to the same extent arbitration procedure shall be the Federal Arbitration Act (the "Act") as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential supplemented by the Employee, (ii) the arbitrator shall have no authority to amend or modify any law of the terms place of arbitration which is not inconsistent with the Act. The decision of the Tribunal (the "Award") shall be made within ninety (90) days of the appointment of the Tribunal pursuant to the provisions hereof, and the parties hereby agree that any such decision need not be accompanied by a reasoned opinion. The Award may, except as limited by Section 27 of this Agreement, and include (i) recovery of actual damages for violation of any obligations under this Agreement or of governing law, including the recovery of attorneys' fees to the prevailing party (ii) injunctive relief against threatened or actual violations of any obligation under the Agreement or of governing law or (iii) ), if and to the arbitrator shall have ten business days from extent permitted under the closing statements or submission terms of post-hearing briefs by the parties to render his or her decisionAgreement, the remedy of specific performance. Any arbitration award The Award shall be final and binding on the parties. Judgment upon the parties, and Award may be entered in any court, state or federal, court having jurisdiction may enter a judgment on thereof or having jurisdiction over one or more of the award. Each party shall bear its/his own costs of participating in any arbitration proceedings parties or other dispute proceedingstheir assets. The foregoing requirement parties specifically waive any right they may enjoy to arbitrate claims, controversies, and disputes applies apply to all claims any court for relief from the provisions of this Agreement or demands by the Employee, including, without limitation from any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII decision of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining Tribunal made prior to the Employee’s employment or the termination of the Employee's employmentAward.

Arbitration. Except as set forth in (a) Subject to Section 7 and Section 1712(b), the any dispute, controversy or claim between Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, Agreement or Employee’s employment with the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall Company will be submitted to and finally settled by commercial arbitration in a forum of Denver, Colorado in accordance with the then-existing American Arbitration Association (" AAA "“AAA”) located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment DisputesArbitration Rules. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 12 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the parties, disputing parties and the parties agree that judgment upon the award may be entered by any court, state or federal, having jurisdiction may enter a judgment on the awardcourt of competent jurisdiction. Each party shall bear its/his be responsible for its own legal fees and costs associated with such arbitration and associated judgment. (b) Notwithstanding Section 12(a), either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of participating the provisions of Sections 9 through 11; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 12. (c) By entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in this Section 12 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sexaward, or pregnancy), (ii) joining the Americans with Disabilities Act of 1991 (which prohibits discrimination other party to this Agreement in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (litigation initiated by a person or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining entity that is not a party to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except (a) Any contractual and non-contractual dispute, claim or controversy arising from, relating to, or in connection with this Agreement, its stipulation and the relevant negotiations, including any question regarding its existence, validity, interpretation, termination, or the performance or breach thereof, shall be referred to and finally resolved and settled by an arbitration under the rules of Camera Arbitrale Nazionale ed Internazionale di Milano (the “Rules”) in effect at the time of the arbitration, which rules are deemed to be incorporated by reference into this section except as they may be modified herein or by agreement among the Parties. Each Party hereby irrevocably waives its right to commence any proceedings in any court with respect to any matter subject to arbitration under this Agreement. (b) The arbitral panel shall consist of 3 (three) arbitrators, all 3 (three) of whom shall be attorneys, to be appointed in accordance with the Rules. No arbitrator shall be an Affiliate, employee, officer or director of either Party, or of their respective Affiliates, nor shall any arbitrator have any interest that would be affected in any material respect by the outcome of the dispute. (c) The place of arbitration shall be Milan, Italy and the language of the arbitration shall be English. (d) The arbitrators shall apply Italian substantive Laws and shall render their award “secondo diritto”. (e) The decision of a majority of the arbitrators shall be final and binding on the Parties and their respective successors and assigns. The arbitral tribunal shall determine the proportions in which the Parties shall pay the fees and expenses of the arbitral panel. (f) Any request by a Party for conservatory or similar interim relief in aid of arbitration, including but not limited to a preliminary injunction or attachment in aid of the arbitration to a court of competent jurisdiction, shall not be deemed a waiver of this agreement to arbitrate. (g) The Sellers and the Purchaser hereby designate their addresses for the serving of notice, as set forth in Section 7 and Section 1714.1, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out as their respective domiciles at which service of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall process may be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating made in any arbitration proceedings arbitration, legal action or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentproceeding arising hereunder.

Arbitration. Except as set forth in Section 7 and Section 17, Any disputes between the Employee and the Company agree that any Parties and/or their respective representatives involving or arising under claim, counterclaim, demand, cause of action, dispute, and/or controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, or the breach thereof (collectively ‘Claims’), shall be submitted to binding arbitration, whether such Claims sound in contract, tort or otherwise. The arbitration shall be conducted in accordance with the Federal Arbitration Act and the then prevailing Commercial Arbitration Rules of the American Arbitration Association. The validity, construction, and interpretation of this Agreement to arbitrate and all procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitrator(s). Submission shall be made upon the request of either Party. Within twenty (iii20) Business Days of the receipt by the respondent of service of the Notice of arbitration, the Parties shall select one (1) arbitrator by mutual consent. If the Parties are unable to agree upon a single arbitrator, there shall be three (3) arbitrators. Specifically, in the event the Parties cannot agree upon a single arbitrator, both the claimant and the respondent shall appoint one (1) arbitrator within ten (10) Business Days after written Notice by either Party that three (3) arbitrators shall be necessary. The two (2) arbitrators so appointed shall then select the third arbitrator within twenty (20) calendar days, who shall be the chairperson, of the tribunal. The chairperson shall be a person who has over eight (8) years of experience in energy-related transactions, and none of the arbitrators shall have ten business been previously employed by either Party or have any direct interest in either Party or the subject matter of the arbitration, unless such conflict is expressly acknowledged and waived in writing by both Parties. The chairperson shall be bound to schedule and hear the dispute within six (6) Months after his/her appointment and shall render the panel’s decision within thirty (30) calendar days from after the closing statements or submission of post-hearing briefs concludes. It is agreed that the arbitration proceeding shall be conducted in a neutral location mutually agreed to by the parties Parties. It is further agreed that the arbitrator(s) shall have no authority to render his award consequential, treble, exemplary, or her decisionpunitive damages of any type or kind regardless of whether such damages may be available under any law or right, with the Parties hereby affirmatively waiving their rights, if any, to recover or claim such damages. The compensation and any costs and expenses of the arbitrators shall be borne equally by the Parties. Any arbitration proceedings, decision or award rendered hereunder and the validity, effect and interpretation of this arbitration provision shall be governed by the Federal Arbitration Act. The award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating Parties and judgment upon any award may be entered in any arbitration proceedings or other dispute proceedingscourt of competent jurisdiction. The foregoing requirement to arbitrate claims, controversies, and disputes applies to Parties agree that all claims or demands by the Employee, including, without limitation information exchanged as a result of any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentproceeding as described herein shall be deemed Confidential Information.

Arbitration. Except as set forth in All Disputes not resolved by good faith ----------- negotiations among the parties pursuant to Section 7 and Section 17, 8.5(a) within the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing prescribed time period shall be submitted to to, and settled determined by, arbitration. Such arbitration shall proceed in accordance with the then-current rules for arbitration established by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in AAA"), unless the State of New Jersey parties hereto mutually agree otherwise, and conducted in accordance with pursuant to the National Rules for the Resolution of Employment Disputes. In such arbitration: following procedures: (i) The parties shall attempt in good faith to select from the AAA panel one (1) arbitrator mutually acceptable to both parties sitting in the state of New York. If the parties fail to agree upon an arbitrator within fifteen (15) calendar days, an arbitrator shall be selected by AAA in pursuant to the procedures set forth in AAA Rules. The parties agree that for disputes involving $1 million or more exclusive of claimed interest, arbitration fees and costs, the procedures for "large complex commercial disputes" of the AAA shall apply. In the event of a conflict, the provisions of this Agreement will control. (ii) Reasonable discovery shall be allowed in arbitration. (iii) All proceedings before the arbitrator shall agree to treat all evidence and other information presented be held in New York, New York. The governing law shall be that of California. (iv) The award rendered by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the partiesbinding, and judgment may be entered in accordance with applicable law and in any court, state or federal, court having jurisdiction may enter thereof. (v) The award rendered by the arbitrator shall include (A) a judgment on provision that the award. Each prevailing party shall bear its/his own in such arbitration recover its costs relating to the arbitration and reasonable attorneys' fees from the other party, (B) the amount of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversiessuch costs and fees, and disputes applies to all claims or demands (C) an order that the losing party pay the fees and expenses of the arbitrator. (vi) The arbitrator shall by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII agreement of the Civil Rights Act of 1964 parties expressly be prohibited from awarding punitive damages in connection with any claim being resolved by arbitration hereunder. (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination vii) All aspects of the Employee's employmentarbitration shall be treated as confidential. Neither the parties nor the arbitrator may disclose to any third party the existence, content or results of the arbitration, except as necessary to enforce the award in court or to comply with legal or regulatory requirements.

Arbitration. Except as set forth (a) If Buyer has made any payment of the type referred to in Section 7 8.4(h) and Section 17is, subject to the terms thereof, seeking indemnity from Seller, and if Seller disagrees with Buyer’s determination (a “Dispute”), the Employee discussion process described in Section 8.4(h) and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to arbitration in accordance with this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Section 8.13 shall be submitted to and the exclusive means by which the parties may resolve such Dispute. The Dispute shall be settled by commercial arbitration in a forum administered by the International Centre for Dispute Resolution of the American Arbitration Association (" AAA "“AAA”) located in the State of New Jersey and conducted in accordance with its International Arbitration Rules (the National “Rules”), except as such Rules have been modified herein. (b) The number of arbitrators shall be three, one of whom shall be appointed by Buyer, one of whom shall be appointed by Seller within 20 days after the receipt of a copy of the demand for arbitration and the third of whom shall be selected by the mutual agreement of the arbitrators so appointed by Buyer and Seller, within 30 days after the selection of the second arbitrator, or in default thereof by the International Centre for Dispute Resolution of Employment Disputesthe AAA. In such arbitration: The parties shall attempt to appoint arbitrators with experience in investment management matters. The place of arbitration shall be New York, New York and the language of the arbitration shall be English. (ic) All papers, documents and evidence, whether written or oral, filed with or presented to the arbitrator shall agree to treat all evidence and other information presented be deemed by the parties to the same extent as be Confidential Information under (as defined in the Non-Disclosure Confidentiality Agreement). In addition, the arbitrators shall keep such papers, documents and Non-Competition Agreement must be held confidential evidence strictly confidential, and no expert or arbitrator shall disclose in whole or in part to any other Person any Confidential Information submitted by any other Person in connection with any arbitration proceedings, except to the Employeeextent (i) required by any applicable Law or regulatory authority, (ii) reasonably necessary to assist counsel in the arbitrator shall have no authority to amend arbitration or modify any preparation for arbitration of the terms of this AgreementDispute, and (iii) reasonably necessary for enforcement of (A) this agreement to arbitrate or (B) any award issued thereunder or (iv) that such “confidential” information was previously or subsequently becomes known to the arbitrator disclosing party without restrictions on disclosure, was independently developed by such disclosing party or becomes publicly known through no fault of the disclosing party. (d) The arbitrators shall only have ten business days from the closing statements authority to determine whether the applicable remedial measure taken was in respect of an actual breach, failure to comply or submission violation of post-hearing briefs a Fiduciary Requirement or Regulatory Requirement by Seller or any Person that was a Controlled Affiliate of Seller at the parties time of the disputed breach, failure to render his comply or her decision. violation and the corresponding actual damages of the applicable Client. (e) Any decision of the arbitration award panel rendered in accordance with this Agreement shall be final and binding upon the partiesparties to the arbitration proceeding and may be entered and enforced in any court having jurisdiction. If the arbitrators rule in favor of Buyer, then Seller shall bear the arbitration costs, and any courtif the arbitrators rule in favor of Seller, state or federal, having jurisdiction may enter a judgment on the award. Each party then Buyer shall bear its/his own costs the arbitration costs, in each case, including the fees and expenses of participating the arbitrators and the AAA. Except for the grounds provided for in any arbitration proceedings or other dispute proceedings. The foregoing requirement the Federal Arbitration Act, each party hereby waives to arbitrate claims, controversies, and disputes applies to all claims or demands the fullest extent permitted by the Employee, including, without limitation Law any rights to review of such decision by any court or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmenttribunal.

Arbitration. (a) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Except as set forth otherwise provided in this Section 7 and Section 1710.3, the Employee and the Company agree that any claimcontroversy, controversy dispute or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claim of any nature arising out of, in connection with or in relation to the interpretation, performance or breach of or relating to this Agreement, the employment of the Employeeincluding any claim based on contract, the cessation of employment of the Employeetort or statute, or any matter relating to the foregoing shall be submitted resolved at the request of any party to this Agreement by final and settled by commercial binding arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) by a panel (the arbitrator shall agree to treat all evidence and other information presented by "Panel") of three (3) members of the parties Judicial Arbitration & Mediation Services, Inc. San Francisco, elected pursuant to the same extent as Confidential Information under the Non-Disclosure rules and Non-Competition Agreement must be held confidential by the Employeeregulations thereof, (ii) at a location in San Francisco, California selected by the arbitrator shall have no authority to amend or modify any of the terms of this AgreementPanel, and (iii) administered in accordance with the arbitrator Federal Arbitration Act (9 USC Sections 1 et seq.) and the then existing Rules of Practice and Procedure of Judicial Arbitration & Mediation Services, Inc. The decision of the Panel shall have ten business be governed by and in accord with all applicable California and federal laws. Judgment upon any award rendered by the Panel may be entered by any state or federal court having jurisdiction thereof. The Panel shall not be empowered to award punitive damages. (b) Any party may seek from a court any interim or provisional relief that may be necessary to protect or preserve its rights under this Agreement pending the establishment of an arbitration proceeding under this Section 10.3 and the Panel's determination of the merits of the controversy; provided, however, that the Panel shall be empowered to dissolve, discharge or otherwise release such interim or provisional relief at any time before conclusion of proceedings upon a proper showing. The Panel shall be empowered to award monetary damages to any party for loss occasioned by such interim or provisional relief upon an ultimate showing of lack of merit. (c) The parties shall allow and participate in discovery in accordance with the Federal Rules of Civil Procedure, except (i) depositions may be taken at any time after the appointment of the Panel and (ii) the response to a written discovery request shall be served within fourteen (14) days after service of the request. The parties shall allow and participate in such discovery for a period of forty-five (45) days after the appointment of the Panel, plus such additional time as the Panel determines to be necessary to protect an inquiring party from a responding party's delay in responding to one or more discovery requests. Unresolved discovery disputes shall be resolved by the closing statements or submission Panel. The United States Arbitration Act and the then existing Rules of post-hearing briefs by Practice and Procedure of Judicial Arbitration & Mediation Services, Inc. to the contrary notwithstanding, this paragraph sets forth the exclusive rights of the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating discovery in any arbitration proceedings or other dispute proceedings. proceeding under this Section 10.3. (d) The foregoing requirement Panel shall render a final award within ninety (90) days after the date of its appointment, plus such additional time, if any, as the Panel permits for discovery pursuant to arbitrate claimsthis Section 10.3. (e) The Panel may award to the prevailing party, controversiesif any, and disputes applies to all claims or demands as determined by the EmployeePanel, including, without limitation any rights part or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII all of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men prevailing party's costs and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination fees. "Costs and fees" means all reasonable pre-award expenses of the Employeearbitration, including the Panel's employmentfees, administrative fees, travel expenses, out-of-pocket expenses such as photocopy, telecopy and telephone charges, witness fees and attorneys' fees.

Arbitration. Except as set forth Resolution of any and all disputes arising from or in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to connection with this Agreement, whether based on contract, tort, statute or otherwise, including but not limited to, disputes over arbitrability and disputes in connection with claims by third parties (collectively, "DISPUTES"), shall be exclusively governed by and settled in accordance with the employment provisions of this SECTION 8; PROVIDED, HOWEVER, that nothing contained herein shall preclude any party from seeking or obtaining (a) injunctive relief or (b) equitable or other judicial relief, in each case to preserve the status quo, pending resolution of Disputes hereunder. Any party may commence proceedings hereunder by delivering a written notice to any other party providing reasonable description of the EmployeeDispute to the other, and expressly requesting arbitration hereunder. The parties hereby agree to submit all Disputes to arbitration under the cessation of employment terms hereof, which arbitration shall be final, conclusive and binding upon the parties, their successors and assigns. The arbitration shall be conducted in Houston, Texas, by a single arbitrator (the "ARBITRATOR") selected by agreement of the Employeeparties not later than ten (10) days after delivery of the Demand or, or any matter relating failing such agreement, appointed pursuant to the foregoing shall be submitted to and settled by commercial arbitration in a forum rules of the American Arbitration Association Association, as amended from time to time (" the "AAA RULES") located ). If the arbitrator so selected becomes unable to serve, his or her successor shall be similarly selected or appointed. The arbitration shall be conducted pursuant to the Federal Arbitration Act and such procedures as the parties involved in any Dispute may agree, or, in the State absence of New Jersey and conducted in accordance with or failing such agreement, pursuant to the National Rules for AAA Rules. Notwithstanding the Resolution of Employment Disputes. In such arbitrationforegoing: (i) each party shall have the arbitrator shall agree right to treat all evidence audit the books and records of each other information presented by the parties party that are reasonably related to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, Dispute; (ii) each party shall provide to each other Party involved in the arbitrator shall have no authority applicable Dispute, reasonably in advance of any hearing, copies of all documents which such party intends to amend or modify any of the terms of this Agreement, present in such hearing; and (iii) each party shall be allowed to conduct reasonable discovery through written requests for information, document requests, requests for stipulation of fact and depositions, the arbitrator nature and extent of which discovery shall have ten business days from the closing statements or submission of post-hearing briefs be determined by the Arbitrator, taking into account the needs of the parties to render his and the desirability of making discovery expeditious and cost effective. All hearings shall be conducted on an expedited schedule, and all proceedings shall be confidential. Any party may, at its expense, make a stenographic record thereof. The Arbitrator shall complete all hearings not later than ninety days after its selection or her decisionappointment, and shall make a final award not later than thirty days thereafter. The award shall be in writing and shall specify the factual and legal basis for the award. The Arbitrator shall apportion all costs and expenses of arbitration, including the Arbitrator's fees and expenses and fees and expenses of experts, between the prevailing and non-prevailing Party as the Arbitrator deems fair and reasonable. Notwithstanding the foregoing, in no event may the Arbitrator award multiple, punitive or exemplary damages. Any arbitration award shall be final binding and binding upon enforceable against each Party involved in the parties, particular Dispute and any court, state or federal, having jurisdiction judgment may enter a judgment on the award. Each party shall bear its/his own costs of participating be entered thereon in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act court of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcompetent jurisdiction.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to Any arbitration held under this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Agreement shall be submitted to and settled held in Houston, Texas, unless otherwise agreed by commercial arbitration in a forum the Parties, shall be administered by the Dallas, Texas office of the American Arbitration Association (" “AAA”) and shall, except as otherwise modified by this Section 17.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA ") located in Rules”). The number of arbitrators required for the State of New Jersey and conducted arbitration hearing shall be determined in accordance with the National Rules AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the state of Texas, excluding its conflict of law principles, as would a court for the Resolution state of Employment DisputesTexas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. In such arbitration: (i) Issues concerning the arbitrator arbitrability of a matter in dispute shall agree be decided by a court with proper jurisdiction. The Parties shall be entitled to treat all evidence engage in reasonable discovery, including the right to production of relevant and other information presented material documents by the parties opposing Party and the right to take depositions reasonably limited in number, time and place, provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the same extent as Confidential Information under required by order of the Non-Disclosure and Non-Competition Agreement must arbitrator(s). All disputes regarding discovery shall be held confidential promptly resolved by the Employeearbitrator(s). This agreement to arbitrate is binding upon the Parties, Contractor’s surety (iiif any) and the arbitrator shall have no authority to amend or modify successors and permitted assigns of any of them. At Owner or Contractor’s option, any other person may be joined as an additional party to any arbitration conducted under this Section 17.2, provided that the terms party to be joined is or may be liable to either Party in connection with all or any part of this Agreement, and (iii) any Dispute between the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decisionParties. Any The arbitration award shall be final and binding upon the partiesbinding, in writing, signed by all arbitrators, and any court, shall state or federal, having jurisdiction may enter a the reasons upon which the award thereof is based. The Parties agree that judgment on the award. Each party shall bear its/his own costs of participating in arbitration award may be entered by any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction thereof.

Arbitration. Except If a Dispute is not resolved by Senior Management Executives within 30 days from receipt of a Notice of Dispute (or such longer period as set forth the Senior Management Executives may otherwise agree in Section 7 and Section 17writing), the Employee Dispute shall, at the request of either Party, be resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules"), except to the extent of conflicts between the ICC Rules and the Company agree that any claimprovisions of this EPA, controversy or dispute between in which event the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out provisions of or relating this EPA shall prevail. The following provisions shall apply to an arbitration commenced pursuant to this AgreementSection 12.4: (a) the number of arbitrators shall be one; (b) the place, the employment or legal seat, of the Employeearbitration shall be Whitehorse, Yukon; (c) the cessation language to be used in the arbitral proceedings shall be English; (d) all awards issued by the arbitrator shall be final, non-appealable and binding on the Parties. Any award may be filed in any court of employment competent jurisdiction and may be enforced by a Party as a final judgment in such court. The Parties expressly waive, to the maximum extent permitted by law, any right of the Employee, appeal of any award or reference of any matter relating to the foregoing shall any court, other than as may be submitted necessary to and settled by commercial arbitration in a forum of the American Arbitration Association recognize or enforce an award; (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (ie) the arbitrator shall agree to treat all evidence and other information presented be guided by the parties to International Bar Association's Rules on the same extent Taking of Evidence in International Commercial Arbitration; (f) the Parties shall request that the arbitrator render its final award within 12 months of the commencement of the arbitration, or as Confidential Information under soon as possible thereafter, provided that no award shall be invalid if it is not rendered within the Non-Disclosure time period herein specified; (g) any award for monetary damages shall be made and Non-Competition Agreement must be held confidential payable in Canadian Dollars and may include interest from the date of any breach or violation of this EPA until paid in full at the rate determined by the Employeearbitrator; (h) the Parties agree that any arbitration carried out hereunder shall be kept private and confidential, and that the existence of the proceedings and any element of it (including all awards, the identity of the Parties and all witnesses and experts, all materials created for the purposes of the arbitration, all testimony or other oral submissions, and all documents produced by a Party that were not already in the possession of the other Party) shall be kept confidential, except (i) with the consent of the Parties, (ii) to the arbitrator shall have no authority extent disclosure may be lawfully required in bona fide judicial proceedings relating to amend or modify any of the terms of this Agreementarbitration, (iii) where disclosure is lawfully required by a legal duty, and (iiiiv) where such information is already in the public domain other than as a result of a breach of this clause. The Parties also agree not to use any information disclosed to them during the arbitration for any purpose other than in connection with the arbitration; (i) where a Dispute relates to the EPA, the Parties shall agree to consolidate the matters in Dispute under such agreements in a single arbitration; (j) the arbitrator Parties agree that during the resolution of a Dispute pursuant to this Article 12, the Parties shall have ten business days from the closing statements or submission of post-hearing briefs by the parties continue to render his or her decision. Any arbitration award perform their obligations under this EPA, provided that such performance shall be final without prejudice to the rights and binding upon remedies of the partiesParties and shall not be read or construed as a waiver of a Party's right to claim for recovery of any loss, and any courtcosts, state expenses or federal, having jurisdiction may enter damages suffered as a judgment on result of the award. Each party shall bear its/his continued performance of this EPA; and (k) each Party will be responsible for its own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claimsunder this Article 12, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining subject to the Employee’s employment or the termination award of the Employee's employmentan arbitrator.

Arbitration. Except Any arbitration held under this Agreement shall be held in Houston, Texas, unless otherwise agreed by the Parties, shall be administered by the Dallas, Texas office of the American Arbitration Association (“AAA”) and shall, except as set forth otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”). The number of arbitrators required for the arbitration hearing shall be determined in Section 7 accordance with the AAA Rules. The arbitrator(s) shall determine the rights and Section 17obligations of the Parties according to the substantive law of the state of Texas, excluding its conflict of law principles, as would a court for the state of Texas; provided, however, the Employee law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the Company agree right to take depositions reasonably limited in number, time and place; provided that in no event shall any claimParty be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, controversy Contractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the party to be joined is or dispute may be liable to either Party in connection with all or any part of any Dispute between the Employee Parties. Without limiting the foregoing, if there are common issues of fact or law in connection with any Disputes in an arbitration conducted under this Article and any disputes in connection with any arbitration under the Company (includingStage 1 EPC Agreement, without limitationthe Stage 2 EPC Agreement or the Stage 4 EPC Agreement, its affiliateseither Party may consolidate the arbitrations to the extent necessary to avoid inconsistent determinations. Contractor agrees, officersupon Owner’s election, representative or agents) to the joinder in any arbitration between Owner and Guarantor arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment DisputesProject. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any The arbitration award shall be final and binding upon the partiesbinding, in writing, signed by all arbitrators, and any court, shall state or federal, having jurisdiction may enter a the reasons upon which the award thereof is based. The Parties agree that judgment on the award. Each party shall bear its/his own costs of participating in arbitration award may be entered by any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction thereof.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claimAny dispute, controversy or dispute claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Lease, whether arising in contract or tort, between the Employee Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the Company course of such negotiations that are not otherwise independently discoverable shall not be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (includingi) If, without limitationfor any reason, its affiliates, officers, representative or agentsa Dispute is not resolved in writing by the Appointed Representatives within thirty (30) arising out of or relating to this Agreement, the employment days of the Employee, the cessation date of employment delivery of the EmployeeDispute Notice, or any matter relating if a Party fails to appoint an Appointed Representative within the foregoing periods specified herein, such Dispute shall be submitted to final and settled binding arbitration administered by commercial arbitration in a forum of the American Arbitration Association (" the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA "Rules”), except as modified herein. (ii) located in The seat of the State arbitration shall be Denver, Colorado. (iii) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of New Jersey receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and conducted presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the National Rules for AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the Resolution multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of Employment Disputes. In such arbitration: (i) a Dispute or the arbitrator jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall agree to treat all evidence and other information presented be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the date from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the same extent arbitration, the arbitral tribunal shall have power to make appropriate directions as Confidential Information to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Lease, provided that a claim under the Non-Disclosure and Non-Competition Agreement must indemnification provisions of Section 15 shall at all times be held confidential governed by the Employeeprocedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its attorneys’ fees and costs reasonably incurred in the arbitration, (ii) including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall have no authority to amend or modify any of the terms of this Agreementbe valid, enforceable and irrevocable, and (iii) the arbitrator shall have ten business days from the closing statements any determination, resolution and/or award made or submission of post-hearing briefs rendered by the parties to render his or her decision. Any arbitration award tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered in any court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the partiesParties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any courtParty to respect the arbitral tribunal’s orders to that effect. In any such action brought in court for such provisional remedies or enforcement of any award, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII each of the Civil Rights Act of 1964 Parties irrevocably and unconditionally (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men A) consents and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining submits to the Employee’s employment or the termination of the Employee's employment.non-exclusive jurisdiction and

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company The parties agree that any claimand all disputes, controversy controversies or dispute between the Employee and the Company claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, its affiliatesclaims of wrongful termination of employment, officers, representative or agents) arising out claims under Title VII of or relating to this Agreementthe Civil Rights Act, the employment of the EmployeeFair Labor Standards Act, the cessation of employment of Americans with Disabilities Act, the EmployeeAge Discrimination in Employment Act, or comparable state or federal laws, and any matter relating to the foregoing other laws dealing with employees’ rights and remedies), shall be submitted to and settled by commercial mandatory arbitration in a forum of administered by the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the under its National Rules for the Resolution of Employment Disputes. In such arbitrationDisputes (the “Rules”) and the following provisions: (ia) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (b) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this paragraph 13; (c) the arbitrator place of arbitration shall agree to treat all evidence and other information presented be Southfield, Michigan unless mutually agreed otherwise; (d) judgment may be entered on any award rendered by the parties to Arbitrator in any federal or state court having jurisdiction over the same extent as Confidential Information under parties; (e) all fees and expenses of the Non-Disclosure Arbitrator shall be shared equally between Company and Non-Competition Agreement must be held confidential by the Employee, Executive; (iif) the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, Arbitrator shall govern and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any courtlegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, state controversy or federalclaim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, having jurisdiction may enter a judgment on the award. Each party nothing contained in this paragraph shall bear its/his own costs of participating in any arbitration proceedings be construed to preclude Company from obtaining injunctive or other dispute proceedings. The foregoing requirement equitable relief to arbitrate claims, controversies, and disputes applies secure specific performance or to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act otherwise prevent Executive’s breach of 1967 (which prohibits age discrimination in employment), Title VII paragraph 12 of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth Executive and the Corporation will submit any disputes arising under this Agreement to an arbitration panel conducting a binding arbitration in Hartford, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of such arbitration (the "Rules"), 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 breach or threatened breach of Section 7 or Section 8. The award of the arbitrators shall be final and Section 17shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issue or accounting 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 fifteen (15) days of filing a notice of arbitration, the Employee arbitration panel shall consist of three (3) persons, one selected by the Corporation, one selected by Executive (or his representative) and one selected by the Company agree that arbitrators so selected by the parties hereto, or if the parties hereto cannot agree, selected by the manager of the principal office of the American Arbitration Association in Hartford County in the State of Connecticut. All fees and expenses of the arbitration, including a transcript if either party requests, shall be borne equally by the parties. If Executive prevails as to any claimmaterial issue presented in the arbitration, controversy or dispute between the Employee and the Company entire cost of such proceedings (including, without limitation, its affiliates, officers, representative or agentsExecutive's reasonable attorney's fees) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted borne by the Corporation. If Executive does not prevail as to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules any material issue, each party will pay for the Resolution fees and expenses of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeeits own attorneys, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreementexperts, witnesses, and (iii) the arbitrator shall have ten business days from the closing statements or submission preparation and presentation of proofs and post-hearing briefs by (unless the parties to render his or her decisionparty prevails on a claim for which attorney's fees are recoverable under the Rules). Any arbitration action to enforce or vacate the arbitrator's award shall be final and binding upon governed by the partiesfederal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Corporation or Executive pursues any courtclaim, state dispute or federalcontroversy against the other in a proceeding other than the arbitration provided for herein, having jurisdiction may enter a judgment on the award. Each responding party shall bear its/his own costs be entitled to dismissal or injunctive relief regarding such action and recovery of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement all costs, losses and attorney's fees related to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentsuch action.

Arbitration. Except as set forth in Section 7 and Section 17(a) The parties shall promptly submit any dispute, the Employee and the Company agree that any claim, or controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the parties cannot agree upon the Arbitrator, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Arbitrator shall be submitted to and settled selected by commercial arbitration in a forum the New York, New York chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (" AAA "30) located days of the written request of any party. (c) In any arbitration hereunder, this Agreement shall be governed by the laws of the State of Delaware applicable to a contract negotiated, signed, and wholly to be performed in the State of Delaware, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in New Jersey and conducted York, New York in accordance with and under the National Rules for then-current provisions of the Resolution rules of Employment Disputes. In such arbitration: the American Arbitration Association, except as otherwise provided herein. (ie) On application to the arbitrator Arbitrator, any party shall agree have rights to treat all evidence and other information presented by the parties discovery to the same extent as Confidential Information would be provided under the Non-Disclosure Federal Rules of Civil Procedure, and Non-Competition Agreement must the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be held confidential rendered within the period referred to in Section 10.1(c). (f) The Arbitrator may, at his discretion and at the expense of the party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief as provided in Section 10.1(h), as applicable (including actual attorneys’ fees and costs), shall be borne by the Employee, (ii) the arbitrator unsuccessful party and shall have no authority to amend or modify any be awarded as part of the terms of this AgreementArbitrator’s decision, and (iii) unless the arbitrator Arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her otherwise allocate such costs in such decision. Any arbitration award The determination of the Arbitrator shall be final and binding upon the partiesparties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Arbitrator and any court, state experts employed by the Arbitrator and hold them harmless from and against any claim or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs demand arising out of participating in any arbitration proceedings under this Agreement or any agreement contemplated hereby, unless resulting from the gross negligence or willful misconduct of the person indemnified. (j) Notwithstanding anything herein to the contrary, the parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, specific performance and other dispute proceedingsequitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. The foregoing requirement parties expressly consent to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII non-exclusive jurisdiction of the Civil Rights Act courts (Federal and state) in New York, New York to render such relief and to enforce specifically the terms and provisions of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in Section 7 and Section 17(a) All disputes, the Employee and the Company agree that any claim, controversy controversies or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claims arising out of, relating to, or in respect of or relating to this Agreement, including any issue regarding its existence, validity, enforceability, interpretation, breach or termination (each a "Dispute") shall be resolved in accordance with the employment terms of this Agreement. (b) Any Dispute that XNDA, the Shareholders or TribalRides are unable to amicably resolve or settle between themselves through negotiations between senior executives of the Employee, relevant Party within fifteen (15) Business Days (or such longer period as the cessation applicable parties may agree to in writing) of employment a party being provided notice of such Dispute or difference in accordance with Section 11.2 of this Agreement (the Employee, or any matter relating to the foregoing "Consultation Period") shall be submitted referred to and finally determined by final and binding arbitration. The arbitration shall be confidential and shall be settled in accordance with the terms of this Agreement (the "Arbitrator"). (c) The arbitration shall be governed by commercial arbitration in a forum the Rules of the American Arbitration Association to the extent that such rules do not conflict with the terms of this Section 11.4. (" AAA "d) located The arbitration shall be seated in the State City of New Jersey Los Angeles, California and conducted the arbitration agreement set forth in this Agreement shall be governed by and construed in accordance with the National laws of California. The language of the arbitration shall be English. (e) Within thirty (30) days of the expiry of the Consultation Period, the disputing parties agree to jointly select the Arbitrator who shall be trained in the laws of California. The Arbitrator shall be impartial and independent of the Parties and shall be experienced and knowledgeable about the subject matter of the Dispute (generally and not as to the express facts concerning the Dispute). If the disputing Parties are unable to agree upon the Arbitrator, any such disputing Parties may apply to elect an Arbitrator in accordance with the provisions of the Rules for of the Resolution American Arbitration Association. (f) It is specifically acknowledged and agreed that any Dispute that cannot be resolved between the disputing Parties prior the expiry of Employment Disputes. In such arbitrationthe Consultation Period shall be submitted to arbitration irrespective of the magnitude thereof or the amount in question. (g) The Arbitrator shall have jurisdiction: (i) the arbitrator shall agree to treat apply all evidence applicable statutes, regulations, common law and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure equity; and Non-Competition Agreement must be held confidential by the Employee, (ii) to make an award or awards in respect of interest and the arbitrator shall have no authority to amend or modify any payment of the terms costs of this Agreementthe arbitration (including arbitrators' fees and the legal costs of the Parties). The Arbitrator also may, where requested by a Party, determine the nature and extent of production of documents and oral depositions. (iiih) The award of the arbitrator Arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties be reduced to render his or her decision. Any arbitration award shall writing and be final and binding on the disputing Parties. Any monetary award shall be made and payable, free of any taxes or other deduction, and shall bear interest from the date of any breach or other violation of this Agreement to the date on which the award is paid, at a rate determined by the Arbitrator. (i) Judgment upon the partiesaward(s) rendered by the Arbitrator may be entered and execution had in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and order of enforcement. (j) The Party against whom judgment is rendered shall bear all legal fees of the disputing Parties and all other costs incurred in connection with an arbitration proceeding, including the expenses of the Arbitrator. (k) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a legal court, the Arbitrator shall have full authority to grant provisional remedies, statutory remedies and to award damages for the failure of the disputing parties to respect the Arbitrator's orders to that effect. (l) Nothing in this Agreement shall restrict or prohibit a Party from commencing arbitration at any time, including prior the expiry of a Consultation Period, in order to protect its rights under this Agreement or in relation to a dispute or disagreement. (m) Except where reasonably prevented by the nature of the Dispute, XNDA, the Shareholders and TribalRides shall continue to perform their respective duties, obligations and responsibilities under this Agreement and the Transaction Documents while the Dispute is being resolved in accordance with this Section 10.4, unless and until such obligations are lawfully terminated or expire in accordance with the provisions thereof. (n) All dispute resolution and arbitration proceedings (including all related information, communications, documents, materials, and any courtevidence) shall be strictly confidential, state or federal, having jurisdiction may enter a judgment on the award. Each and each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining fiduciary obligation to the Employee’s employment or other parties to protect, preserve and maintain the termination integrity of the Employee's employmentsuch confidentiality.

Arbitration. Except as set forth in Section 7 and Section 17, (a) Each of the Employee and the Company agree Parties (i) agrees that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Dispute shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National AAA Commercial Arbitration Rules for as then in effect (the Resolution “AAA Commercial Arbitration Rules”); (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of Employment Disputes. In venue of any such arbitration: ; and (iiii) submits to the exclusive jurisdiction of Texas in any such arbitration. There shall be one (1) arbitrator, selected in accordance with the AAA Commercial Arbitration Rules. (b) The place of arbitration shall be Houston, Texas. Along with the arbitrator appointed, the Parties will agree to a mutually convenient location, date and time to conduct the arbitration, but in no event will the final hearing(s) be scheduled less than twelve (12) months from submission of the Dispute to arbitration unless the Parties agree otherwise in writing. (c) The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and expenses and attorneys’ fees and expenses. (d) The arbitrator will have the right to award, on an expedited or interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance), and attorneys’ fees and costs and expenses; provided, the arbitrator will not award any relief not specifically requested by the Parties. (e) The Parties agree to be bound by the provisions of Rule 13 of the Federal Rules of Civil Procedure with respect to compulsory counterclaims (as the same may be amended from time to time); provided, any such compulsory counterclaim shall be filed within thirty (30) days of the filing of the original claim. (f) So long as either Party has a timely claim to assert, the agreement to arbitrate Disputes set forth in this Section 3.2 will continue in full force and effect subsequent to, and notwithstanding the completion, expiration or termination of, this Agreement. (g) The decision of the arbitrator shall agree to treat all evidence be final, conclusive and other information presented by binding on the parties to the same extent arbitration. A Party obtaining an order of interim injunctive relief may enter judgment upon such award in any Texas federal or state court. The final award in an arbitration pursuant to this Article III shall be conclusive and binding upon the Parties, and a Party obtaining a final award may enter judgment upon such award in any Texas federal or state court. (h) It is the intent of the Parties that the agreement to arbitrate Disputes set forth in this Section 3.2 shall be interpreted and applied broadly such that all reasonable doubts as Confidential Information under to arbitrability of a Dispute shall be decided in favor of arbitration. (i) The Parties agree that any Dispute submitted to arbitration shall be governed by, and construed and interpreted in accordance with, the Non-Disclosure and Non-Competition Agreement must be held confidential laws of the State of Texas, as provided in Section 5.2 and, except as otherwise provided in this Article III or mutually agreed to in writing by the EmployeeParties, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (ii) the “FAA”), shall govern any arbitration between the Parties pursuant to this Section 3.2. For the avoidance of doubt, the arbitrator shall have no the authority to amend or modify any determine the enforceability of this Article III, including whether the terms of the provisions under this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have Article III are enforceable under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentFAA.

Arbitration. Except as set forth permitted in Section 7 14 above, any and Section 17all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or the Employee and the Company agree that any claimExecutive’s employment, controversy whether in contract, tort, or dispute between the Employee and the Company otherwise (including, without limitation, its affiliatesclaims of wrongful termination of employment, officers, representative or agents) arising out claims under Title VII of or relating to this Agreementthe Civil Rights Act, the employment of the EmployeeFair Labor Standards Act, the cessation of employment of Americans with Disabilities Act, the EmployeeAge Discrimination in Employment Act, or comparable state or federal laws, and any matter relating to the foregoing other laws dealing with employees’ rights and remedies), shall be submitted to and settled by commercial mandatory arbitration in a forum of administered by the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the under its National Rules for the Resolution of Employment Disputes. In such arbitrationDisputes (the “Rules”) and the following provisions: (ia) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and the Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (b) in the event that the Company and the Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 15; (c) the arbitrator place of arbitration shall agree to treat all evidence and other information presented be Southfield, Michigan unless mutually agreed otherwise; (d) judgment may be entered on any award rendered by the parties to Arbitrator in any federal or state court having jurisdiction over the same extent as Confidential Information under parties; (e) all fees and expenses of the Non-Disclosure Arbitrator shall be shared equally between Company and Non-Competition Agreement must be held confidential by the Employee, Executive; (iif) the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, Arbitrator shall govern and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any courtlegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, state controversy or federalclaim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, having jurisdiction may enter a judgment on the award. Each party nothing contained in this Section 15 shall bear its/his own costs of participating in any arbitration proceedings be construed to preclude Company from obtaining injunctive or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by equitable relief from the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (Oakland County Circuit Court or other federal court with appropriate jurisdiction to secure specific performance or state whistleblower laws), to otherwise prevent the Executive’s breach of Section 12 or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination Section 13 of the Employee's employmentthis Agreement.

Arbitration. Except as set forth in (a) Subject to Section 7 8(b) and Section 178(c) below, the Employee and the Company agree that any claimdispute, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claim arising out of or relating to this Agreement, the Agreement or Executive’s employment or engagement with any member of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall Company Group (“Disputes”) will be submitted to and finally settled by commercial arbitration in a forum of Houston, Texas in accordance with the then-existing American Arbitration Association (" AAA "“AAA”) located in Employment Arbitration Rules. Any arbitration conducted under this Section 8 shall be private, and shall be heard by a single arbitrator (the State of New Jersey and conducted “Arbitrator”) selected in accordance with the National Rules for then-applicable rules of the Resolution of Employment DisputesAAA. In such arbitration: The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the arbitrator shall agree Arbitrator deems relevant to treat all the Dispute before him or her (and each party will provide such materials, information, testimony and evidence and other information presented requested by the parties to the same extent as Confidential Information under the Non-Disclosure Arbitrator), and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator grant injunctive relief and enforce specific performance. All Disputes shall have no authority be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to amend arbitrate any Dispute as a class action or modify any collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the terms of this AgreementArbitrator shall be reasoned, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall rendered in writing, be final and binding upon the partiesdisputing parties and the Parties agree that judgment upon the award may be entered by any court of competent jurisdiction. (b) Notwithstanding Section 8(a) either Party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any courtof the provisions of Section 4; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 8. Further, nothing in this Section 8 precludes Executive from filing a charge or complaint with a federal, state or federalother governmental administrative agency, having jurisdiction may enter a judgment on but Executive expressly waives any right to the award. Each party shall bear its/his own costs recovery of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands monetary damages awarded by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 such agency. (which prohibits age discrimination in employmentc) Further notwithstanding Section 8(a), Title VII any dispute, controversy or claim between Executive and any member of the Civil Rights Act Company Group arising out of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), relating to any Company Group equity incentive plan or any other federal, state, or local laws or regulations pertaining equity award between Executive and any member of the Company Group shall be subject to the Employee’s employment dispute resolution terms set forth in and applicable to the applicable equity incentive plan or award agreement. (d) By entering into this Agreement and entering into the termination arbitration provisions of the Employee's employmentthis Section 8 THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or Any dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) parties arising out of or relating to this AgreementAgreement that is not subject to the exception in Section 20, shall be settled exclusively by final and binding arbitration in accordance with the following: (i) Except as specified below or otherwise agreed in writing, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing arbitration shall be submitted to and settled by commercial arbitration conducted in a forum accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (" AAA ") located in or any successor association including, without limitation, the State of New Jersey and conducted in accordance with the National Optional Rules for Emergency Measures of Protection (such organization, the Resolution of Employment Disputes. In “AAA” and such arbitration: (i) rules, the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, “AAA Rules”); (ii) The arbitration shall be conducted in English by a panel of three arbitrators. Unless otherwise agreed in writing to have the dispute resolved by a single arbitrator, Enterprise and Radiant shall each select one arbitrator (who is knowledgeable and familiar and has at least ten years of experience with the information technology industry and contract law), who shall have no authority to amend or modify any of the terms of this Agreementthen jointly select a third. All arbitrators shall be neutral, impartial and independent; (iii) Any issue concerning the arbitrator extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of the procedures outlined herein, including any contention that all or part of such procedures are invalid or unenforceable, shall have ten business be governed by the Federal Arbitration Act and resolved by the arbitrator(s); (iv) Any demand for arbitration or any counterclaim shall specify in reasonable detail the facts and legal grounds forming the basis for the claimant’s request for relief, and shall include a statement of the total amount of damages claimed, if any, and any other remedy sought by the claimant; (v) Upon request of either party, and in the arbitrator(s) discretion, the parties shall be entitled to limited pre-hearing discovery including depositions of testifying witnesses, exchanges of documents and lists of testifying witnesses, and written interrogatories. The arbitrator(s) shall conduct a hearing within 30 days (or such longer time period as the parties may mutually agree) after the end of discovery and shall issue an award, supported by written opinion, within 30 days after the end of the hearing (or such longer time period as the parties may mutually agree); (vi) Any award made shall be accompanied by findings of fact and a statement of reasons for the decision; (vii) All parties will use their best efforts to conclude the arbitration within thirty (30) days from the closing statements commencement of arbitration. In the event that any party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party by default or submission otherwise, notwithstanding that failure to appear; (viii) Each party shall bear the cost of post-hearing briefs by securing its selected arbitrator (or shall share the cost of a single arbitrator equally), with the costs of the third arbitrator and the proceeding itself shared equally between the parties; (ix) All aspects of the arbitration shall be treated as confidential. Neither the parties or the arbitrator(s) may disclose the existence, content or results of the arbitration, except as necessary to render his comply with legal or her decisionregulatory requirements. Any Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests; (x) The result of the arbitration award shall will be final and binding upon on the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. arbitrator(s)’ award may be entered in any court of competent jurisdiction; (xi) Each party shall bear its/his own costs is required to continue to perform its obligations under this Agreement pending final resolution of participating in any arbitration proceedings dispute arising out of or other dispute proceedings. The foregoing requirement connected to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except (a) Any and all claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in question arising under this Agreement or the alleged breach of any provision hereof (all of which are referred to herein as "Disputed Claims"), whether such Disputed Claims arise at law or in equity, under state or federal law, for damages or any other relief, shall be resolved by binding arbitration in the manner set forth in Section 7 herein. (b) The validity, construction, and Section 17interpretation of this agreement to arbitrate and all procedural aspects of the arbitration conducted pursuant to this agreement to arbitrate and the rules governing the conduct of arbitration (including the time for filing an answer, the Employee time for the filing of counter Disputed Claims, the times for amending the pleadings, the specificity of the pleadings, the extent and scope of discovery, the Company agree that any claimissuance of subpoenas, controversy or dispute between the Employee and time for the Company (includingdesignation of experts, without limitation, its affiliates, officers, representative or agents) arising out whether the arbitration is to be stayed pending resolution of or relating to related litigation involving third parties not bound by this Agreement, the employment receipt of evidence, and the like) shall be decided by the arbitrators. In deciding the substance of the Employeeparties' Disputed Claims, the cessation of employment of the Employee, or any matter relating arbitrators shall refer to the foregoing shall be submitted to and settled by commercial arbitration in a forum substantive laws of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules Texas for guidance (excluding Texas choice-of-law principles that might call for the Resolution application of Employment Disputessome other state's law); provided, however, that IT IS EXPRESSLY AGREED THAT NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE ARBITRATORS SHALL HAVE ABSOLUTELY NO AUTHORITY TO AWARD CONSEQUENTIAL DAMAGES (SUCH AS LOSS OF PROFIT), INCIDENTAL, TREBLE, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY TYPE UNDER ANY CIRCUMSTANCES REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, THE LAW OF ANY OTHER STATE, OR FEDERAL LAW, OR UNDER THE UNITED STATES ARBITRATION ACT OR UNDER ANY OTHER RULES OF ARBITRATION. In such arbitration: The arbitrators shall have the authority to assess the costs and expenses of the arbitration proceeding (iincluding the arbitrators' fees and expenses) against either or both parties. However, each party shall bear its own attorneys fees and the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator arbitrators shall have no authority to amend or modify any award attorneys fees. (c) The arbitration proceedings shall be conducted in Houston, Texas, by three arbitrators in accordance with the American Arbitration Association Commercial Arbitration Rules. Within 30 days of the terms notice of this Agreementinitiation of the arbitration procedure, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the awardselect three arbitrators. Each party shall bear its/his own costs select one person to act as arbitrator and the two arbitrators so selected shall select a third arbitrator within 10 days of participating their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the identity of the third, within the time set forth herein, the third arbitrator shall be selected by the American Arbitration Association. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, as such Act is modified by this Agreement and judgment upon the award rendered by the arbitrators may be entered by an court having jurisdiction thereof. (d) All fees of the arbitrators and other administrative charges related to the arbitration shall be borne equally by the parties. (e) The parties hereby agree that the arbitration proceeding and the arbitrators' award are to remain confidential and none of the parties or their counsel will divulge or discuss, directly or indirectly, in the newspaper, electronic media, or other public or private forum, or with any third parties, the arbitration proceedings or other dispute proceedings. The foregoing requirement and/or the arbitrators' award except: (i) to arbitrate claims, controversies, and disputes applies to all claims or demands the extent required by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act a court of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), law or any other federal, state, or local government, agency or regulatory body or to the extent required to comply with applicable securities laws or regulations pertaining stock exchange requirements; (2) to the Employee’s employment extent further agreed by the parties hereto; or (3) to the termination extent necessary under subsection (f) below. (f) The award of the Employee's employmentarbitrators shall be final and binding on the parties, and judgment thereon may be entered in a court of competent jurisdiction.

Arbitration. Except as set forth Any and all disputes, claims or controversies in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy connection with or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to under this Agreement, the employment of the Employeeits interpretation, the cessation of employment of the Employee, validity or any matter relating to breach hereof, which have not been resolved within the foregoing five (5) business day period specified in Section 22.4.1 shall be submitted to and settled by commercial arbitration in a forum by one (1) arbitrator under the Commercial Arbitration Rules of the American Arbitration Association then in force (" the "AAA Rules") located in the State of New Jersey and conducted in accordance with the National following terms and conditions: (a) In the event of any conflict between the AM Rules for and the Resolution provisions of Employment Disputesthis Agreement, the provisions of this Agreement shall prevail; (b) The place of the arbitration shall be Houston, Texas, United States of America; (c) The Parties shall appoint one arbitrator in accordance with the MA Rules within ten (10) business days of the delivery of the notice of referral to arbitration under Section 22.4. 1. In the event of an inability to agree on the arbitrator, the appointing authority shall be the American Arbitration Association, acting in accordance with such arbitration: rules as it may adopt for this purpose; (id) Any arbitration proceedings under this Section 22.4 shall be concluded within thirty (30) days of the appointment of the arbitrator; (e) The decision of the arbitrator shall agree to treat be rendered within thirty (30) days of the conclusion of the arbitration proceedings; (f) The English language shall be used as the written and spoken language for the arbitration and all evidence and other information presented by the parties matters connected to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, arbitration; (iig) the The arbitrator shall have no authority the power to amend grant any remedy or modify any of relief that it deems just and equitable and that is in accordance with the terms of this Agreement, including specific performance, and any such relief may be specifically enforced by any court of competent jurisdiction; (iiih) The award of the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each Parties; and (i) The award of the arbitrator may be enforced by any court of competent jurisdiction and may be executed against the person and assets of the losing party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcompetent jurisdiction.

Arbitration. Except (a) ANY DISPUTE, LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT, WHETHER CONTRACTUAL OR NON-CONTRACTUAL AND INCLUDING ANY DISPUTE, LEGAL ACTION OR PROCEEDING REGARDING THE EXISTENCE, VALIDITY, FORMATION OR TERMINATION OF THIS AGREEMENT (A “DISPUTE”) SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PCA RULES WHICH RULES ARE DEEMED INCORPORATED BY REFERENCE INTO THIS CLAUSE EXCEPT TO THE EXTENT THAT THEY RELATE TO THE NATIONALITY OF THE ARBITRATOR. (b) In any arbitral proceedings as set forth referred to in Section 7 paragraph (a) above: (i) the number of arbitrators shall be three; (ii) if all Parties are party to the arbitral proceedings, each of (A) the Reimbursement Parties jointly (and Section 17failing such joint appointment Article 7(2) of the PCA Rules shall apply), the Employee and (B) The Netherlands shall appoint one arbitrator and the Company agree that any claim, controversy or dispute between two arbitrators thus appointed shall choose the Employee and third arbitrator who will act as the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment presiding arbitrator of the Employee, arbitral tribunal; (iii) the cessation of employment appointing authority shall be the Secretary-General of the Employee, or any matter relating to Permanent Court of Arbitration; (iv) the foregoing place of arbitration shall be submitted London, England; (v) the language to and settled by commercial arbitration be used in the arbitral proceedings shall be English; (vi) the IBA Rules on the Taking of Evidence in International Arbitration of 29 May 2010 shall apply; (vii) the arbitral tribunal shall use its best efforts to make a forum final award within twelve months of the American Arbitration Association appointment of the third arbitrator who acts as the presiding arbitrator of the arbitral tribunal, and shall conduct the arbitral proceedings accordingly; (" AAA "viii) located in the State of New Jersey and conducted arbitral tribunal shall rule in accordance with the National Rules laws of England (and not, for the Resolution avoidance of Employment Disputes. In such arbitration: doubt, as amiable compositeur or ex aequo et ▇▇▇▇); and (iix) all Parties, the arbitrator shall agree to treat all evidence arbitrators and other information presented by the parties to Secretary-General and the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any International Bureau of the terms Permanent Court of this Agreement, and (iii) Arbitration shall protect the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII confidentiality of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination existence of the Employee's employmentarbitral proceedings and of any information received by them in connection with such proceedings.

Arbitration. Except as set forth in Section 7 and Section 17(a) All disputes, the Employee and the Company agree that any claim, controversy controversies or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claims arising out of, relating to, or in respect of or relating to this Agreement, including any issue regarding its existence, validity, enforceability, interpretation, breach or termination (each a "Dispute") shall be resolved in accordance with the employment terms of this Agreement. (b) Any Dispute that LZGI or FatBrain are unable to amicably resolve or settle between themselves through negotiations between senior executives of the Employee, relevant Party within fifteen (15) Business Days (or such longer period as the cessation applicable parties may agree to in writing) of employment a party being provided notice of such Dispute or difference in accordance with Section 11.2 of this Agreement (the Employee, or any matter relating to the foregoing "Consultation Period") shall be submitted referred to and finally determined by final and binding arbitration. The arbitration shall be confidential and shall be settled in accordance with the terms of this Agreement (the "Arbitrator"). (c) The arbitration shall be governed by commercial arbitration in a forum the Rules of the American Arbitration Association to the extent that such rules do not conflict with the terms of this Section 11.4. (" AAA "d) located The arbitration shall be seated in the State City of New Jersey Philadelphia, Pennsylvania and conducted the arbitration agreement set forth in this Agreement shall be governed by and construed in accordance with the National laws of New York. (e) Within thirty (30) days of the expiry of the Consultation Period, the disputing parties agree to jointly select the Arbitrator who shall be trained in the laws of New York. The Arbitrator shall be impartial and independent of the Parties and shall be experienced and knowledgeable about the subject matter of the Dispute (generally and not as to the express facts concerning the Dispute). If the disputing Parties are unable to agree upon the Arbitrator, any such disputing Parties may apply to elect an Arbitrator in accordance with the provisions of the Rules for of the Resolution American Arbitration Association. (f) It is specifically acknowledged and agreed that any Dispute that cannot be resolved between the disputing Parties prior the expiry of Employment Disputes. In such arbitrationthe Consultation Period shall be submitted to arbitration irrespective of the magnitude thereof or the amount in question. (g) The Arbitrator shall have jurisdiction: (i) the arbitrator shall agree to treat apply all evidence applicable statutes, regulations, common law and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure equity; and Non-Competition Agreement must be held confidential by the Employee, (ii) to make an award or awards in respect of interest and the arbitrator shall have no authority to amend or modify any payment of the terms costs of this Agreementthe arbitration (including arbitrators' fees and the legal costs of the Parties). The Arbitrator also may, where requested by a Party, determine the nature and extent of production of documents and oral depositions. (iiih) The award of the arbitrator Arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties be reduced to render his or her decision. Any arbitration award shall writing and be final and binding on the disputing Parties. Any monetary award shall be made and payable, free of any taxes or other deduction, and shall bear interest from the date of any breach or other violation of this Agreement to the date on which the award is paid, at a rate determined by the Arbitrator. (i) Judgment upon the partiesaward(s) rendered by the Arbitrator may be entered and execution had in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and order of enforcement. (j) The Party against whom judgment is rendered shall bear all legal fees of the disputing Parties and all other costs incurred in connection with an arbitration proceeding, including the expenses of the Arbitrator. (k) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a legal court, the Arbitrator shall have full authority to grant provisional remedies, statutory remedies and to award damages for the failure of the disputing parties to respect the Arbitrator's orders to that effect. (l) Nothing in this Agreement shall restrict or prohibit a Party from commencing arbitration at any time, including prior the expiry of a Consultation Period, in order to protect its rights under this Agreement or in relation to a dispute or disagreement. (m) Except where reasonably prevented by the nature of the Dispute, LZGI, the Shareholders and FatBrain shall continue to perform their respective duties, obligations and responsibilities under this Agreement and the Transaction Documents while the Dispute is being resolved in accordance with this Section 10.4, unless and until such obligations are lawfully terminated or expire in accordance with the provisions thereof. (n) All dispute resolution and arbitration proceedings (including all related information, communications, documents, materials, and any courtevidence) shall be strictly confidential, state or federal, having jurisdiction may enter a judgment on the award. Each and each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining fiduciary obligation to the Employee’s employment or other parties to protect, preserve and maintain the termination integrity of the Employee's employmentsuch confidentiality.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee (a) The Company and the Company Executive agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to in connection with this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Agreement shall be submitted to and settled by commercial binding arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with pursuant to the National Rules for the Resolution of Employment DisputesDisputes of the American Arbitration Association (the “AAA”). In Notwithstanding the foregoing, (i) the assessment of legal fees and related costs of such arbitration incurred by the Executive shall be governed by the provisions of Section 15 of this Agreement; (ii) the arbitration shall be determined by a single arbitrator, not a panel; (iii) both the Company and the Executive shall be permitted to seek summary disposition prior to hearing; and (iv) the decision rendered by the arbitrator shall be in writing and set forth findings of fact and conclusions of law. (b) The Executive agrees that his agreement to submit legal disputes through binding arbitration, includes any claim for any liability or obligation in any way related to this Agreement, for any expense, damage, or losses he might claim based on, among other things, the following: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employeeany discipline, demotion, denied promotion, or discharge; (ii) the arbitrator shall have no authority to amend any Company policy, practice, contract or modify any of the terms of this Agreement, and agreement; (iii) any tort or personal injury; (iv) any policies, practices, laws or agreements governing the arbitrator shall have ten business days from the closing statements or submission payment of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the partieswages, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings commissions or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, compensation; (v) any laws governing employment discrimination including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment)but not limited to, Sections 1981, 1983 and Title VII of the Civil Rights Act of 1964 (which prohibits discrimination Act, the Age Discrimination in employment based on raceEmployment Act, color, national origin, religion, sex, or pregnancy)the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1991 Act, any state laws or statutes (which prohibits discrimination in employment against qualified persons with a disabilityincluding, but not limited to, the Wisconsin Fair Employment Act), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, ordinance or local authority; (vi) any laws or regulations pertaining agreements that provide for punitive, exemplary or statutory damages; and (vii) any laws or agreements that provide for payment of attorney fees, costs or expenses. (c) The Company agrees that it too shall submit all legal disputes that it may have against the Executive in any way related to this Agreement for exclusive resolution through binding arbitration, and that the resolution of the Executive’s legal dispute(s) through arbitration shall be binding upon it. (d) The Company and the Executive acknowledge and agree that this Agreement does not apply to the Employeefollowing: (i) claims under any state worker’s compensation law; (ii) claims under any state unemployment compensation law; (iii) claims for injunctive relief that may otherwise be available at law for the violation of any state trade secrets act or unfair competition law; or (iv) any claim that by law may not be required to be resolved by binding arbitration. (e) The Company and the Executive acknowledge and agree that damages awarded, if any, in any arbitration shall be limited to those damages that are otherwise available at law. (f) The Company and Executive acknowledge and agree that by signing this Agreement, they release and waive any right either may have to resolve their legal disputes (including employment disputes and claims of discrimination or unlawful discharge) by filing a lawsuit in court, and to have the termination potential opportunity of having their claim heard by a jury, and agree instead that the Employee's employmentdisputes will be resolved exclusively through binding arbitration. The Company and the Executive acknowledge that although the Executive agrees to resolve the Executive’s legal dispute(s) exclusively through binding arbitration, nothing in this Agreement shall be interpreted as prohibiting the Executive from filing a charge of discrimination with an appropriate administrative agency or participating in the investigation or prosecution of such a charge by an appropriate administrative agency; however, this Agreement does prohibit the Executive from seeking and recovering an award on his own behalf through any administrative process.

Arbitration. Except as set forth in Section 7 All disputes, controversies and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claims arising out of or of, relating to or in connection with this Agreement or the transactions contemplated hereby (including the construction, existence, validity, enforceability, enforcement, breach or termination of this Agreement, ) that cannot be resolved amicably by the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Parties shall be submitted to exclusively, finally and conclusively settled by commercial arbitration in a forum administered by the International Chamber of Commerce (the American Arbitration Association (" AAA "“ICC”) located in the State of New Jersey and conducted in accordance with the National ICC Rules for of Arbitration (the Resolution of Employment Disputes. In such arbitration“Rules”), subject to the following: (ia) there shall be a panel of three (3) arbitrators (collectively, the “Tribunal”), one appointed by ITOCHU, another by Dole and the third appointed in accordance with the Rules; (b) the arbitrator seat of arbitration shall agree be Tokyo, Japan; (c) the arbitration shall be conducted in the English language, and all written and oral submissions and awards shall be prepared in English (or be accompanied by English translations); (d) the Tribunal shall schedule all matters regarding the arbitration so that the arbitration progresses in a timely fashion; (e) at the arbitration hearing, each Party may make written and oral presentations to treat all the Tribunal, present testimony and written and oral evidence and other information presented examine witnesses; (f) the Tribunal may not grant any award that is inconsistent with the terms of this Agreement and shall not have the authority to use the equitable powers provided by the parties Rules to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, nor shall the Tribunal have the power to award any punitive or exemplary damages; (g) the Tribunal shall issue a written decision explaining the basis for its rulings and awards; (h) all fees and expenses of the Tribunal and the ICC shall be shared equally between the Parties, provided that the Tribunal shall have the authority to award, as part of its decision, to the prevailing Party its costs and expenses of the arbitral proceedings, including reasonable fees of attorneys and experts; and (iiii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration any monetary award shall be final made in US$ and shall be payable free of any Tax, withholding or other deduction (unless otherwise required by legal requirements). Decisions rendered by the arbitral Tribunal shall be final, binding upon and enforceable in any court of competent jurisdiction. Except as necessary to enforce or effectuate the partiesterms of this Section or an arbitral decision or award, arbitration proceedings hereunder and any court, state or federal, having jurisdiction may enter a judgment on decision and award of the awardTribunal shall be kept confidential by the Parties. Each party Party acknowledges and agrees that the other Party would be damaged irreparably in the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that, notwithstanding any other provision herein to the contrary, a Party shall bear its/his own costs be entitled to injunctive relief to prevent breaches of participating this Agreement and to enforce specifically in any arbitration proceedings court of competent jurisdiction, this Agreement and the terms and provisions hereof in addition to any other remedy to which such Party may be entitled, at law or other dispute proceedingsin equity. The foregoing Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any legal requirement to arbitrate claims, controversies, and disputes applies post security as a prerequisite to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentobtaining equitable relief.

Arbitration. Except as set forth (a) If any controversy, claim or dispute arises under this Agreement which the Parties are unable to resolve in accordance with Section 7 and Section 1713.1(a), the Employee and Parties shall negotiate in good faith to resolve such dispute. If the Company agree that Parties are unable to resolve the dispute to their mutual satisfaction within * * * * * after any claimParty gives written notice to such effect to the other Party, controversy then any Party may submit the dispute to arbitration for final settlement, which arbitration shall be conducted in accordance with the procedures set out in this Section 13.2. (b) Any controversy, claim or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Agreement shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for rules of the Resolution London Court of Employment DisputesInternational Arbitration, by three (3) arbitrators to be selected in accordance with such rules of that body, provided, that each Party shall choose one arbitrator and the two chosen arbitrators shall choose the third arbitrator. In The arbitrators shall be qualified by education, experience and training to decide the issues to be arbitrated. (c) Any such arbitration: arbitration shall be conducted in English in London, England. The decision of the arbitrators shall be final, binding and conclusive upon the Parties. (id) The arbitrators shall have the arbitrator shall agree authority to treat all evidence grant any interim award and other information presented by the parties to the same extent order any interim or permanent relief as Confidential Information they may deem necessary or advisable under the Non-Disclosure circumstances, including, but not limited to, a grant of injunctive relief or an order of specific performance. (e) The Parties shall bear equally the costs and Non-Competition Agreement must be held confidential by expenses of arbitration, and each such Party shall bear the Employeecosts and expenses of its own counsel, (ii) technical advisors and expert witnesses, unless the arbitrator shall have no authority to amend or modify any decision of the terms of this Agreement, and arbitrators shall otherwise direct. (iiif) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award or any interim relief or award rendered in accordance with this Section 13.2 shall be final satisfied promptly and binding upon without the partiesneed for the prevailing Party to seek enforcement, and any court, state or federal, having jurisdiction which may enter a judgment on the award. Each party shall bear its/his own costs of participating be sought in any arbitration court having competent jurisdiction. In the event resort to enforcement proceedings are required for any interim or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims final award or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy)decision, the Americans Party which has not complied with Disabilities Act of 1991 (which prohibits discrimination the arbitral award or decision, whether interim or final, shall be responsible for both Parties’ reasonable attorneys’ fees and all direct costs in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentenforcement proceeding.

Arbitration. Except as set forth in Section 7 Both Parties hereby agree on behalf of themselves and Section 17, the Employee and the Company agree any persons claiming by or through them that any claimdispute, controversy or except insofar as such dispute between the Employee and the Company is an Exempted Dispute (including, without limitation, its affiliates, officers, representative or agentsas defined below) arising out of or relating to this Agreementin connection with the execution, the employment of the Employeeinterpretation, the cessation of employment of the Employeeperformance, or any matter relating to the foregoing nonperformance of this Agreement shall be submitted to solely and finally settled by commercial binding arbitration in a forum accordance with the International Arbitration Rules of the American Arbitration Association in effect on the Effective Date of this Agreement (" AAA ") located the “Rules”); provided, however, that in the State event of New Jersey conflict between the Rules and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, the terms of this Agreement shall govern. The sole location and venue of arbitration shall be Dallas, Texas. The arbitration shall be conducted in English and the arbitrator(s) shall apply the law chosen as the governing law of this Agreement. To commence arbitration of any such dispute, the Party desiring arbitration shall notify the other Party in writing in accordance with the Rules. The Parties agree that the award of the arbitrator(s) shall be (i) the sole and exclusive remedy between them regarding any claims, counterclaims, or issues presented to the arbitrator(s), and (iiiii) final and subject to no judicial review. The Parties further agree that any costs, fees, or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the Party resisting such enforcement. The Parties hereto agree that any judgment upon the arbitration award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction over the Parties or their assets. Each Party shall, except as otherwise provided herein, be responsible for its own expenses, including legal fees, incurred in the course of any arbitration proceedings. In addition to the award, the arbitrator shall have ten business days from the closing statements or submission power to allocate the fees and expenses of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon arbitration, including the partiesParties’ legal expenses, and any court, state or federal, having jurisdiction may enter a judgment in such manner as the arbitrator deems equitable based on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by decision on the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII merits of the Civil Rights Act case. For the purposes of 1964 this Section 8.10, an “Exempted Dispute” means (which prohibits discrimination in employment based on racei) any dispute involving any right or claim regarding any infringement, colorthreatened or alleged infringement, national originright to, religion, sextitle to or ownership of, or pregnancy)provision in this Agreement relating to, any Intellectual Property Rights of a Party or any of its affiliates, or (ii) any injunctive relief for violation or threatened or alleged violation of the Americans with Disabilities Act of 1991 obligations under this Agreement, or (which prohibits discrimination in employment iii) any legal proceeding threatened, initiated or brought by a third party against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (both Parties or other federal or state whistleblower laws)either Party, or any cross-claim or third-party claim in such third party’s legal proceeding by either Party against the other federalParty. Except where clearly prevented by the area in dispute, state, the Parties agree to continue to perform their obligations under this Agreement while the dispute is being resolved unless and until this Agreement expires or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentits terminated in accordance with its terms.

Arbitration. Except as set forth (a) Unless provided for to the contrary in Section 7 this Agreement, a dispute which arises in regard to: (i) the interpretation of; (ii) the carrying into effect of; (iii) any of the Parties’ rights and Section 17obligations arising from; (iv) the termination or purported termination of or arising from the termination of; or (v) the rectification or proposed rectification of this Agreement, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating pursuant to this Agreement, the employment of the Employee, the cessation of employment of the Employee, Agreement or on any matter relating to which in terms of this Agreement requires agreement by the foregoing Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), and which is not resolved in accordance with clause 19.1, shall be submitted to and settled decided by commercial arbitration in a forum under the rules of the American London Court of International Arbitration Association (" AAA "the “LCIA Rules”) located and such rules are deemed to be incorporated by reference into this clause. (b) The seat and place of arbitration shall be in the State Republic of New Jersey South Africa with only the Parties and conducted their representatives present thereat. (c) The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration. (d) Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in the Republic of South Africa. (e) There shall be one arbitrator who shall, if the question in issue is: (i) primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or (ii) any other matter, a suitably qualified person. (f) The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the LCIA Court in accordance with the National Rules for LCIA Rules. (g) The Parties shall keep the Resolution of Employment Disputes. In such arbitration: evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein. (h) The arbitrator shall be obliged to give his award in writing fully supported by reasons. (i) The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason. (j) The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall agree be entitled to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any rescind on good cause shown in terms of the terms legal principles applicable to rescission of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentjudgments.

Arbitration. Except as set forth in Section 7 and Section 17In the event of any controversy, the Employee and the Company agree that any claim, controversy dispute or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claim arising out of or relating related to this AgreementAgreement or Executive’s employment by the Employer, the employment parties shall negotiate in good faith in an attempt to reach a mutually acceptable settlement of the Employeesuch dispute. If negotiations in good faith do not result in a settlement of any such controversy, the cessation of employment of the Employeedispute or claim, or any matter relating to the foregoing shall it shall, except as otherwise provided for herein be submitted to and finally settled by commercial expedited arbitration conducted by a single arbitrator selected as hereinafter provided (the “Arbitrator”) in a forum accordance with the National Rules of the American Arbitration Association (" AAA ") located “National Rules”), subject to the following (the parties hereby agreeing that, notwithstanding the provisions of Rule 1 of the National Rules, in the State event that there is a conflict between the provisions of New Jersey and conducted in accordance with the National Rules for and the Resolution provisions of Employment Disputes. In this Agreement, the provisions of this Agreement shall control): (a) The Arbitrator shall be determined from a list of names of five impartial arbitrators each of whom shall be an attorney experienced in arbitration matters concerning executive employment disputes, supplied by the AAA chosen by Executive and the Employer each in turn striking a name from the list until one name remains (with the Employer being the first to strike a name). (b) The expenses of the arbitration shall be borne by the Employer; and the Employer shall bear its own legal fees and expenses and pay, at least monthly, all of Executive’s legal fees and expenses incurred in connection with such arbitration: (i) , except that Executive shall have to reimburse the Employer for his legal fees and expenses if the arbitrator finds that Executive brought an action in bad faith. (c) The Arbitrator shall agree determine whether and to treat what extent any party shall be entitled to damages under this Agreement; provided that no party shall be entitled to punitive or consequential damages (including, in the case of the Employer, any claim for alleged lost profits or other damages that would have been avoided had Executive remained an employee), and each party waives all evidence and other information presented by such rights, if any. (d) The Arbitrator shall not have the parties power to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority add to amend or nor modify any of the terms or conditions of this Agreement, . The Arbitrator’s decision shall not go beyond what is necessary for the interpretation and (iiiapplication of the provision(s) of this Agreement in respect of the arbitrator issue before the Arbitrator. The Arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render not substitute his or her decisionjudgment for that of the parties in the exercise of rights granted or retained by this Agreement. Any arbitration The Arbitrator’s award or other permitted remedy, if any, and the decision shall be based upon the issue as drafted and submitted by the respective parties and the relevant and competent evidence adduced at the hearing. (e) The Arbitrator shall have the authority to award any remedy or relief (including provisional remedies and relief) that a court of competent jurisdiction could order or grant. The Arbitrator’s written decision shall be rendered within sixty (60) days of the closing of the hearing. The decision reached by the Arbitrator shall be final and binding upon the parties as to the matter in dispute. To the extent that the relief or remedy granted by the Arbitrator is relief or remedy on which a court could enter judgment, a judgment upon the award rendered by the Arbitrator shall be entered in any court having jurisdiction thereof (unless in the case of an award of damages, the full amount of the award is paid within ten (10) days of its determination by the Arbitrator). Otherwise, the award shall be binding on the parties in connection with their continuing performances of this Agreement and, in any subsequent arbitral or judicial proceedings between the parties. (f) The arbitration shall take place in Orange County, New York. (g) The arbitration and all filing, testimony, documents and information relating to or presented during the arbitration proceeding shall be disclosed exclusively for the purpose of facilitating the arbitration process and in any court proceeding relating to the arbitration, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or for no other dispute proceedings. The foregoing requirement to arbitrate claims, controversiespurpose, and disputes applies shall be deemed to be information subject to the confidentiality provisions of this Agreement. (h) The parties shall continue performing their respective obligations under this Agreement notwithstanding the existence of a dispute while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof. (i) The parties may obtain a pre-hearing exchange of information including depositions, interrogatories, production of documents, exchange of summaries of testimony or exchange of statements of position, and the Arbitrator shall limit such disclosure to avoid unnecessary burden to the parties and shall schedule promptly all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the Civil Rights Act dispute. At any oral hearing of 1964 (which prohibits discrimination evidence in employment based on raceconnection with an arbitration proceeding, color, national origin, religion, sex, or pregnancy), each party and its counsel shall have the Americans with Disabilities Act right to examine its witness and to cross-examine the witnesses of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws)party. No testimony of any witness, or any other federalevidence, stateshall be introduced by affidavit, except as the parties otherwise agree in writing. (j) Notwithstanding the dispute resolution procedures contained in this Section 14, either party may apply to any court sitting in Orange County, New York (i) to enforce this agreement to arbitrate, (ii) to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved, (iii) to confirm any arbitration award, or local laws (iv) to challenge or regulations pertaining to the Employee’s employment vacate any final judgment, award or the termination decision of the Employee's employmentArbitrator that does not comport with the express provisions of this Section 14.

Arbitration. (a) Except with respect to disputes and claims under Paragraphs 5, 6 and 7 hereof (which the parties hereto may pursue in any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in Section 7 the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and Section 17effective as of June 1, 1997 or such later version as may then be in effect) (the Employee “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 parties under this Agreement and the Company agree that any claim, controversy or dispute between the Employee and employment of Executive by the Company (including, without limitation, its affiliatesclaims and disputes regarding employment discrimination, officerssexual harassment, representative termination and discharge), whether such claim arose or agents) arising out the facts on which such Claim is based occurred prior to or after the execution and delivery of or relating to this Agreement. The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Minneapolis, Minnesota, (iii) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise provided by applicable law), (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the employment arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto. 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 Employeeparties hereto. Nothing in this Paragraph 25 shall prohibit any party hereto from instituting litigation to enforce any final judgment, the cessation of employment award or determination of the Employee, or any matter relating arbitration. Each party hereto hereby irrevocably submits to the foregoing jurisdiction of the appropriate state courts sitting in Minneapolis, Minnesota, and agrees that either court shall be submitted the 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 settled 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 judgment enforcing or not enforcing any award, judgment or determination of the arbitration. (b) Notwithstanding the foregoing, prior to any party hereto instituting any arbitration proceeding hereunder to resolve any Claim, such party first shall submit the Claim to a mediation proceeding between the parties hereto which shall be governed by commercial arbitration in a forum the prevailing procedures of the American Arbitration Association (" AAA ") located and shall be conducted in Minneapolis, Minnesota. If the parties hereto have not agreed in writing to a resolution of the Claim pursuant to the mediation within 45 days after the commencement thereof of if any party refuses to participate in the State of New Jersey mediation process, then the Claim may ‘be submitted to arbitration under Paragraph 25(a) above. Each party hereto shall bear its own costs and conducted expenses incurred in accordance connection with the National Rules for mediation, and all costs and expenses of the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator mediation proceeding shall agree to treat all evidence and other information presented be borne equally by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmenthereto.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claimAny dispute, controversy or dispute claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Lease, whether arising in contract or tort, between the Employee Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the Company course of such negotiations that are not otherwise independently discoverable shall not be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (includingi) If, without limitationfor any reason, its affiliates, officers, representative or agentsa Dispute is not resolved in writing by the Appointed Representatives within thirty (30) arising out of or relating to this Agreement, the employment days of the Employee, the cessation date of employment delivery of the EmployeeDispute Notice, or any matter relating if a Party fails to appoint an Appointed Representative within the foregoing periods specified herein, such Dispute shall be submitted to final and settled binding arbitration administered by commercial arbitration in a forum of the American Arbitration Association (" the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA "Rules”), except as modified herein. (ii) located in The seat of the State arbitration shall be Denver, Colorado. (iii) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of New Jersey receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and conducted presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the National Rules for AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the Resolution multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of Employment Disputes. In such arbitration: (i) a Dispute or the arbitrator jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall agree to treat all evidence and other information presented be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the date from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the same extent arbitration, the arbitral tribunal shall have power to make appropriate directions as Confidential Information to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Lease, provided that a claim under the Non-Disclosure and Non-Competition Agreement must indemnification provisions of Section 15 shall at all times be held confidential governed by the Employeeprocedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its attorneys’ fees and costs reasonably incurred in the arbitration, (ii) including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall have no authority to amend or modify any of the terms of this Agreementbe valid, enforceable and irrevocable, and (iii) the arbitrator shall have ten business days from the closing statements any determination, resolution and/or award made or submission of post-hearing briefs rendered by the parties to render his or her decision. Any arbitration award tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered in any court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the partiesParties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any courtParty to respect the arbitral tribunal’s orders to that effect. In any such action brought in court for such provisional remedies or enforcement of any award, state each of the Parties irrevocably and unconditionally (A) consents and submits to the non-exclusive jurisdiction and venue of the Courts of the State of Colorado and the Federal Courts of the United States of America located within the State of Colorado (the “Colorado Courts”); (B) waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or federal, having jurisdiction may enter a judgment based on the award. Each party shall bear its/his own costs grounds of participating forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any arbitration Colorado Court; (C) consents to service of process in the manner provided by Section 18 or in any other manner permitted by Law; and (D) WAIVES ANY RIGHT TO TRIAL BY JURY. (xii) This arbitration, and all prior, subsequent or concurrent judicial proceedings or other dispute proceedingsrelated thereto and permitted herein, shall be conducted pursuant to the Federal Arbitration Act, found at Title 9 of the U.S. Code. The foregoing requirement Parties intend that the arbitration tribunal shall apply the substantive Laws of the State of Delaware to arbitrate claimsany Dispute hereunder, controversieswithout regard to any choice of law principles thereof that would mandate the application of the Laws of another jurisdiction. (xiii) In order to facilitate the comprehensive resolution of related disputes, all claims between the Parties that arise under or in connection with this Lease may be brought in a single arbitration. Upon the request of any Party constituted under this Lease, the arbitral tribunal shall consolidate such arbitration proceeding with any other arbitration proceeding relating to this Lease, if the arbitral tribunal determines that (A) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and disputes applies to all claims (B) no Party would be unduly prejudiced as a result of such consolidation through undue delay or demands otherwise. In the event of different rulings on this question by the Employeearbitral tribunal constituted hereunder and another arbitral tribunal constituted under this Lease, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII ruling of the Civil Rights Act arbitral tribunal constituted first in time shall control, and such arbitral tribunal shall serve as the tribunal for any consolidated arbitration. (xiv) In the event of 1964 a Dispute, each Party shall continue to perform its obligations under this Lease in good faith during the resolution of such Dispute as if such Dispute had not arisen, unless and until this Lease is terminated in accordance with the provisions hereof. (which prohibits discrimination xv) Any arbitration hereunder shall be confidential, and the Parties and their agents agree not to disclose to any third party (A) the existence or status of the arbitration, (B) all information made known and documents produced in employment based on racethe arbitration not otherwise in the public domain, colorand (C) all awards arising from the arbitration, national originexcept and to the extent that disclosure is required by applicable Law or is required to protect or pursue a legal right, religion, sex, or pregnancy)and in any such case, the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), Party making such disclosure shall produce only those materials and information that are necessary and shall take reasonable steps to safeguard the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination confidentiality of the Employee's employmentmaterials and information.

Arbitration. Except as set forth in (a) Subject to Section 7 and Section 1711(b), the any dispute, controversy or claim between Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, Agreement or Employee’s employment with the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall Company will be submitted to and finally settled by commercial arbitration in a forum of Washington, D.C. in accordance with the then-existing American Arbitration Association (" AAA "“AAA”) located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment DisputesArbitration Rules. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 11 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the parties, disputing parties and the parties agree that judgment upon the award may be entered by any court, state or federal, having jurisdiction may enter a judgment on the awardcourt of competent jurisdiction. Each party shall bear its/his be responsible for its own legal fees and costs associated with such arbitration and associated judgment. (b) Notwithstanding Section 11(a), either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of participating the provisions of Sections 8 through 10; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 11. (c) By entering into this Agreement and entering into the arbitration provisions of this Section 11, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in this Section 11 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sexaward, or pregnancy), (ii) joining the Americans with Disabilities Act of 1991 (which prohibits discrimination other party to this Agreement in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (litigation initiated by a person or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining entity that is not a party to the Employee’s employment or the termination of the Employee's employmentthis Agreement.

Arbitration. Except as set forth Any and all claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) question arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, Agreement or in any matter way relating to the subject matter of this Agreement or the relationship between the parties hereto created by this Agreement, involving the parties hereto or their respective representatives (collectively, “Disputes”) even though all or some of the Disputes allegedly are extra-contractual in nature, whether such Disputes sound in contract, tort or otherwise, at law or in equity, under state, provincial or federal law, for damages or any other relief will be resolved as follows: first, representatives of the Company and Purchaser will meet to attempt to resolve such Dispute; provided that the foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of Disputes; and provided further that resolution of Disputes with respect to claims by third Persons will be submitted deferred until any judicial proceedings with respect thereto are concluded. If the Dispute cannot be resolved by agreement of the parties hereto, any party may at any time make a written demand for binding arbitration of the Dispute in accordance with this Section 7.05. Subject to the provisions of this Section 7.05, Purchaser and settled by commercial the Company will agree upon the rules of the arbitration in a forum prior to the arbitration and based upon the nature of the Dispute; provided that to the extent that the parties hereto cannot agree on the rules of the arbitration, then the Commercial Arbitration Rules of the American Arbitration Association (" AAA ") located in effect on the date hereof, and except as the applicable rules are modified by this Agreement, will apply. As a minimum set of rules in the State arbitration the parties hereto agree as follows: To the extent the claims asserted are in excess of New Jersey US$3.0 million, the arbitration will be held before a panel of three arbitrators consisting of one arbitrator selected by Purchaser, the other selected by the Company, and the third then selected by those two arbitrators (such third arbitrator to be neutral). If agreement cannot be reached on a third arbitrator within 30 days of the need therefor, the Chief Judge of the U.S. District Court for the Southern District of Texas shall appoint an arbitrator. If the claims asserted are less than US$3.0 million, the Chief Judge of the U.S. District Court for the Southern District of Texas shall appoint a sole arbitrator. All arbitrators shall be attorneys with at least ten years experience in oil and gas transactions. (a) The arbitrator(s) will deliver their decision in writing within 20 days after the termination of the arbitration hearings. (b) The non-prevailing party will bear the costs and fees of the arbitration. (c) The arbitrator(s) final decision will be in writing but will not specify the basis for their decision, the basis for the damages award or the basis of any other remedy. The arbitrator(s)’ decision will be considered as a final and binding resolution of the disagreement, will not be subject to appeal and may be entered as an order in any court of competent jurisdiction in the United States; provided that this Agreement confers no power or authority upon the arbitrator(s) (i) to render any decision that is based on clearly erroneously findings of fact, (ii) that manifestly disregards the law, or (iii) that exceeds the powers of the arbitrator(s), and no such decision will be eligible for confirmation. No party will ▇▇▇ the other except for enforcement of the arbitrator(s)’ decision if the other party is not performing in accordance with the arbitrator(s)’ decision. The provisions of this Agreement will be binding on the arbitrator(s). (d) Any arbitration proceeding will be conducted on a confidential basis. (e) Any arbitration proceeding shall be held in Houston, Texas. Any arbitration proceeding, including discovery, shall be conducted in accordance with the National Texas Rules for of Civil Procedure and the Resolution Texas Rules of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentEvidence.

Arbitration. Except MRI and MVL each agree that, except as set forth in Section 7 otherwise required by any applicable collective bargaining agreement, any and Section 17, the Employee and the Company agree that all disputes or controversies of any claim, controversy nature between them arising at any time (whether or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter not relating to the foregoing Picture or to any of the matters referred to in Section 9 above), shall be submitted to and settled determined by commercial binding arbitration in accordance with the Commercial Arbitration Rules of JAMS before a forum single neutral arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or retired judge with experience in disputes concerning the motion picture industry (e.g., the arbitrators designated in the DGA, SAG or WGA collective bargaining agreements or persons having comparable qualifications) and shall be mutually agreed upon by MRI and MVL. If MRI and MVL are unable to agree on an Arbitrator, the Arbitrator shall be appointed by JAMS. The fees of the American Arbitration Association Arbitrator shall be borne equally by MRI and MVL; provided, however, that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with the discovery rules applicable in the Supreme Courts of the State of New York; provided, however, that (" AAA a) the Arbitrator must authorize such all discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Supreme Court, New York County, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) located days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were the Appellate Division of the New York State Supreme Court reviewing a judgment of the trial division of a New York State Supreme Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Supreme Court of New York County, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in New York County, New York without thereby waiving its right to arbitration of the dispute or controversy under this Section 19. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award and shall be conducted in New York County in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment DisputesYork. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms The provisions of this Agreement, and (iii) the arbitrator Section 19 shall have ten business days from the closing statements or submission supersede any inconsistent provisions of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon any prior agreement between the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. Except as set forth in Section 7 (A) Any and Section 17all disputes, the Employee and the Company agree that any claim, controversy controversies or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) claims arising out of or in connection with this Agreement, any provision hereof, or any alleged breach hereof, and any and all disputes, controversies or claims relating to the validity of this Agreement (all of which are referred to herein as "Disputes"), even though some or all of such Disputes are alleged to be extra-contractual in nature, whether such Disputes sound in contract, tort or otherwise, at law or in equity, whether for damages, specific performance or other relief, shall be finally and exclusively determined by final and binding arbitration in accordance with this Section 20. (B) Notwithstanding anything in this Section 20, prior to the appointment of any arbitrators, any party may apply to any competent court in the Province of Ontario, Canada for interim relief. A request for interim relief by a party to a court shall not be considered to be incompatible with Section 20(A) or as a waiver of that provision. (C) The arbitral tribunal (the "Tribunal") shall be composed of three arbitrators, which shall be appointed as follows: each party shall have the right to appoint one arbitrator; the two arbitrators so appointed shall then appoint a third arbitrator who shall serve as the Chairman of the Tribunal. A person or persons, entitled to appoint an arbitrator, shall appoint such arbitrator within ten (10) days of receiving notice from a party of the commencement of an arbitration, failing which such arbitrator shall, at the written request of either party, be appointed by the International Chamber of Commerce. At the initiation of a proceeding and upon the convening of the Tribunal, the arbitrators shall take an oath of neutrality and shall decide the matters presented to them based upon the evidence submitted in the proceeding and without regard to the origin or circumstances of their appointment or selection for service on the Tribunal. (D) The construction and interpretation of this Section 20, and all rules of conduct of any arbitration conducted pursuant to this Section 20 (including procedural and evidentiary matters), shall be determined by the Tribunal. Unless otherwise unanimously agreed by the arbitrators, the venue of the arbitration shall be New York, New York. (E) At the request of any party, the Tribunal may take such interim measures as the Tribunal considers necessary in respect of the Dispute, including measures for the preservation of assets or the conservation of goods. The Tribunal may require security for the cost of such measures. (F) The Tribunal shall conduct a hearing as soon as reasonably practicable after a matter has been submitted for arbitration by a party and the members of the Tribunal have been selected. As the Tribunal may direct and without the necessity of subpoenas or other court orders, the parties shall make their agents, employees and witnesses available upon reasonable notice at reasonable times for deposition or for testimony at the hearing and shall respond to requests for documents. An award completely disposing of all Disputes (a "Final Award") shall be rendered by the Tribunal as soon as reasonably practicable after the hearing. The Tribunal shall not be required to submit a detailed statement of its reasons, but shall set forth concisely in the Final Award the amounts, actions, contractual responsibilities or other remedial conclusions that the Tribunal determines to be appropriate. (G) Each party acknowledges and agrees that in the event either party breaches any of its obligations under this Agreement, the employment of other party would be irreparably harmed and could not be made whole by monetary damages alone. Both parties accordingly agree that the EmployeeTribunal shall have the authority to grant any party all appropriate non-monetary relief, including ordering a breaching party to comply fully with its obligations under the cessation of employment of the EmployeeAgreement, ordering specific performance or any matter relating to the foregoing granting temporary or permanent injunctive relief; provided, however, that nothing in this Section 20 shall be submitted construed to and settled by commercial arbitration limit the Tribunal in awarding monetary damages, whether as a forum of the American Arbitration Association sole remedy or together with remedies for specific performance and/or injunctive relief. (" AAA "H) located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented Any award made by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award Tribunal shall be final and binding upon each party, each of which expressly waives all right to appeal or recourse to any court. The Final Award may be confirmed, and a judgment entered or enforced, in any competent court in the Province of Ontario, Canada. (I) The fees and expenses of the arbitrators shall be borne equally by the parties, but the Final Award may include such allocations and any court, state or federal, having jurisdiction may enter a judgment awards of the arbitrators' fees and expenses as the Tribunal determines is appropriate. IN WITNESS whereof this Agreement has been executed on the awarddate first written above. Each party shall bear its/his own costs By: Name: Title: THOMSON-REUTERS PLC By: Name: Title: By: Name: Title: This Deed of participating in any arbitration proceedings or other dispute proceedings. Guarantee ("Guarantee") is made on • , 2007 between Thomson-Reuters PLC ("Thomson-Reuters") and The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by Thomson Corporation ("Thomson") for the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act benefit of 1967 each Creditor (which prohibits age discrimination in employmentas defined below), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. Except as set forth in Section 7 The Corporation represents, warrants, covenants and Section 17, the Employee and the Company agree agrees that any claim, controversy or dispute between claim brought in any capacity by the Employee and Corporation against the Company (including, without limitation, its affiliatesConsultant or any members, officers, representative directors, agents, affiliates, associates, employees or agents) arising out of or relating to this Agreement, the employment controlling persons of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Consultant shall be submitted to and settled by expedited arbitration under the Federal Arbitration Act in accordance with the commercial arbitration in a forum rules of the American Arbitration Association (" AAA "AAA") located and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Consultant against the Corporation or its securityholders, officers, directors, agents, affiliates, associates, employees or controlling persons shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this section, the parties shall be entitled to any and all remedies that would be available in the absence of this section and the arbitrators, in rendering their decision, shall follow the substantive laws of the State of Delaware. The arbitration of any dispute pursuant to this paragraph shall be held in the State of New Jersey Delaware. Notwithstanding the foregoing, in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this section, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. This section is intended to benefit the members, managers, agents, affiliates, associates and conducted in accordance with employees of the National Rules for the Resolution Consultant, each of Employment Disputes. In such arbitration: (i) the arbitrator whom shall agree be deemed to treat all evidence be a third party beneficiary of this section, and other information presented by the parties each of whom may enforce this section to the same full extent as Confidential Information under that the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend Consultant could do so if a controversy or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment claim were brought against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentit.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, (a) Any controversy or dispute claim between the Employee and parties to this Agreement (other than any dispute which arises out of or relates to infringement, validity and/or enforceability of the Company (including, without limitation, its affiliates, officers, representative XOMA Patent Rights or agentsthe AFFIMED Patent Rights) arising out of or relating to this AgreementAgreement or the breach thereof shall be finally determined by arbitration in New York, in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution (“ICDR”) or other rules agreed to by the parties involved in the dispute, by a panel of three neutral arbitrators (at least two of whom who shall have significant experience in the biotechnology industry), who shall be selected by the parties involved in the dispute using the procedures for arbitrator selection of the ICDR. (b) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce and is subject to the New York Convention on enforcement of arbitral awards. Insofar as it applies, the employment of United States Arbitration Act shall govern the Employeeinterpretation of, enforcement of, and proceedings pursuant to the arbitration clause in this Agreement. Except insofar as the United States Arbitration Act applies to such matters, the cessation of employment of the Employee, or any matter relating agreement to the foregoing arbitrate set forth in this Section 10.13 shall be submitted to construed, and settled by commercial arbitration the legal relations among the parties shall be determined in a forum accordance with, the substantive laws of the American Arbitration Association (" AAA ") located in the State of New Jersey York. (c) The panel shall render its decision and conducted in accordance with award, including a statement of reasons upon which such award is based, within thirty (30) days after the National Rules for the Resolution of Employment Disputesarbitration hearing. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any The decision of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award panel shall be final determined by majority vote among the arbitrators, shall be in writing and shall be binding upon the partiesparties involved in the dispute, final and non-appealable. Judgment upon the award rendered by the panel may be entered in any court having jurisdiction thereof. (d) Except as provided under the United States Arbitration Act and with respect to the infringement, validity and/or enforceability of the XOMA Patent Rights or the AFFIMED Patent Rights, no action at law or in equity based upon any dispute that is subject to arbitration under this Section 10.13 shall be instituted. (e) The arbitral panel shall have the authority to award, in its discretion, part or all the expenses of any arbitration pursuant to this Section 10.13, including fees and expenses of the prevailing party’s attorneys, fees and expenses of the arbitrators, and fees and expenses of any court, state witness or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs cost of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by proof produced at the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII request of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on racearbitrators, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentprevailing party.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim(a) Any dispute, controversy or dispute between the Employee and the Company (includingclaim arising under, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreementthe Agreement or the License Agreement (any "Dispute"), the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to solely, finally and conclusively settled by commercial arbitration in a forum accordance with the Commercial Arbitration Rules (the "Rules") of the American Arbitration Association (" AAA the "AAA") located in the State of New Jersey and conducted force when such arbitration is commenced. The arbitration shall take place in Washington, D.C. The Dispute shall be decided in accordance with the National Rules for laws of the Resolution Commonwealth of Employment DisputesVirginia. In the event that more than one Dispute is pending at the same time, such arbitration: Disputes shall be consolidated in a single arbitral proceeding. (ib) the arbitrator shall agree to treat all evidence and other information presented by In any dispute between the parties to hereto, the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must number of arbitrators shall be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by three. If the parties are unable to render his or her decisionagree on the arbitrators, the arbitrators shall be selected in accordance with the Rules. (c) The parties hereto intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. Any arbitration The arbitrator's award shall be final and binding upon the parties. The parties shall carry out the final order on the award without delay and waive their right to assert any form of recourse against, and or objection or defense to such order or its enforcement insofar as such waiver can validly be made. Judgment upon the award may be entered by any court, state or federal, court having jurisdiction thereof or having jurisdiction over the parties or their assets or application may enter be made for judicial acceptance of the award and an order of enforcement, as the case may be. (d) Each party to the arbitration proceeding shall pay the fees and expenses of such party's attorney's and witnesses. The fees and expenses of the arbitrator and all other expenses shall be borne by the party that loses the arbitration. The parties agree that if it becomes necessary for any party to enforce an arbitral award by a judgment on legal action or additional arbitration or judicial methods, the party against whom enforcement is sought shall pay all reasonable costs and attorneys' fees incurred by the party seeking to enforce the award. Each party shall bear its/his own costs of participating in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employment.

Arbitration. (a) If the Board and the Stockholders are unable to come to a mutually agreeable determination of “reasonably equivalent value” or “reasonably equivalent security,” then the value of such shares shall be determined by an appraisal by a nationally recognized investment banking firm appointed by the Board and approved by the Required Holders. In determining such “reasonably equivalent value” or “reasonably equivalent security,” the value of shares of the Company shall not be diminished or enhanced because of the fact that they are not registered for public trading or that they may represent a majority or minority interest, and the Company shall be valued as an ongoing business. The Company shall instruct the investment banking firm to render its decision as promptly as practicable (but in no event later than thirty (30) days of the engagement), and such decision shall be final and binding on the Company and all Stockholders for all purposes under this Agreement. The fees and expenses of the investment banking firm shall be paid one-half by the Company and one-half by such Stockholders. (b) Except as set forth in Section 7 and Section 1711.15(a), if any dispute, claim or controversy shall arise among the Employee and parties hereto as to any issue arising under this Agreement or any instrument issued in pursuance hereof that has not otherwise been resolved in accordance with the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out other terms of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing same shall be submitted referred to and settled by commercial the following “arbitration” procedure which may be requested upon the application of any interested party: it is agreed the arbitration hearings, if any, shall be held in a forum New York, New York, and any such dispute, claim or controversy shall be referred to and settled by such arbitration before three neutral arbitrators in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association then in effect (" AAA "which Rules are incorporated herein by reference as though set forth at length herein) located in and any decision, order or finding rendered by the State of New Jersey and conducted arbitrators appointed in accordance with the National such Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding conclusive upon the partiesparties hereto and judgment upon the award, and any courtfinding or decision rendered may be entered in the court of the forum, state or federal, having jurisdiction may enter jurisdiction. It is expressly agreed between the parties hereto that whether or not the Rules shall provide for a judgment on the award. Each party shall bear its/his own costs of participating discovery procedure, such discovery procedure is hereby granted and permitted in any said arbitration proceedings or other dispute proceedings. The foregoing requirement and the parties may apply to arbitrate claims, controversies, and disputes applies to all claims or demands the arbitrators for the enforcement of any form of discovery which would be permitted by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII laws of the Civil Rights Act State of 1964 (which prohibits discrimination Delaware and their award or decision in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act respect of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men such discovery shall be final and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentbinding.

Arbitration. Except as set forth in Section 7 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to Any arbitration held under this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing Agreement shall be submitted to and settled held in Houston, Texas, unless otherwise agreed by commercial arbitration in a forum the Parties, shall be administered by the Dallas, Texas office of the American Arbitration Association (" “AAA”) and shall, except as otherwise modified by this Section 16.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA ") located in Rules”). The number of arbitrators required for the State of New Jersey and conducted arbitration hearing shall be determined in accordance with the National Rules AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the state of Texas, excluding its conflict of law principles, as would a court for the Resolution state of Employment DisputesTexas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. In such arbitration: (i) Issues concerning the arbitrator arbitrability of a matter in dispute shall agree be decided by a court with proper jurisdiction. The Parties shall be entitled to treat all evidence engage in reasonable discovery, including the right to production of relevant and other information presented material documents by the parties opposing Party and the right to take depositions reasonably limited in number, time and place, provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the same extent as Confidential Information under required by order of the Non-Disclosure and Non-Competition Agreement must arbitrator(s). All disputes regarding discovery shall be held confidential promptly resolved by the Employeearbitrator(s). This agreement to arbitrate is binding upon the Parties, Contractor’s surety (iiif any) and the arbitrator shall have no authority to amend or modify successors and permitted assigns of any of them. At Owner’s sole option, any other person may be joined as an additional party to any arbitration conducted under this Section 16.2, provided that the terms party to be joined is or may be liable to either Party in connection with all or any part of this Agreement, and (iii) any Dispute between the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decisionParties. Any The arbitration award shall be final and binding upon the partiesbinding, in writing, signed by all arbitrators, and any court, shall state or federal, having jurisdiction may enter a the reasons upon which the award thereof is based. The Parties agree that judgment on the award. Each party shall bear its/his own costs of participating in arbitration award may be entered by any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentcourt having jurisdiction thereof.

Arbitration. Except as set forth in (a) Subject to Section 7 and Section 17(b), the Employee and the Company agree that if at any claimtime there is any dispute, controversy question or dispute difference of opinion between the Employee and the Company (including, without limitation, its affiliates, officers, representative parties concerning or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled by commercial arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted in accordance with the National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the arbitrator shall agree to treat all evidence and other information presented by the parties to the same extent as Confidential Information under the Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement, or the construction, meaning, operation or effect of any Sections hereunder, or concerning the rights, duties or liabilities of parties, as the case may be, under this Agreement, parties shall forthwith confer in good faith to settle it, but if they fail to settle it within 21 days of first conferring, then upon application of either party, such matter shall be referred to arbitration, the rules and (iii) procedures for which shall be the UNCITRAL Model Law of International Commercial Arbitration. Such arbitration shall be conducted by three arbitrators, one to be chosen by each party hereto, and the third by the two thus chosen. If two arbitrators are unable to agree on a third arbitrator within 10 days after the appointment, then the third arbitrator shall have ten business days from be appointed by a Judge of the closing statements General Court of Canada. Such reference shall be considered a submission to the arbitration within the meaning of the laws of Canada, and be subject to the provisions of those laws relating to arbitration. (b) Notwithstanding anything herein contained, any dispute, question or submission difference of post-hearing briefs opinion between the parties which relates wholly or partially to HSC Technology or any other proprietary rights of the parties under this Agreement (the "Proprietary Matters"), shall not be submitted to arbitration without the written consent of both parties. In the absence of such mutual consent, either party hereto shall be entitled to enforce any right or remedy in law or equity in respect of the Proprietary Matters, without any obligation to seek such consent or to give further notice hereunder. (c) The arbitrators which are chosen shall be conversant with the oil industry. (d) The parties, their employees and all persons claiming through them shall, subject to any legal objection, submit to be examined by the parties arbitrators on oath or affirmation in relation to render his the matters in dispute and shall, subject asforesaid, produce before the arbitrators all books, papers, accounts, writing and documents within their possession or her decision. Any under their control, respectively, which may be required or called for, and do all other things which during the proceedings on the reference the arbitrators may require. (e) Unless otherwise agreed in writing by the parties, the arbitration shall be conducted in Toronto, Canada and all proceedings and materials shall be in the English language. (f) The costs of submission, reference and aware (including the fees of the arbitrators) shall be in the discretion of the arbitrators who may direct to and by whom and in what manner those costs or any part of them shall be paid and may tax or settle the amount of costs to be so paid, or any part thereof, and may award costs to be paid as between attorney and client. (g) The award made by the arbitrators shall be final and binding upon on the partiesparties and the persons claiming under them, respectively, and any court, state or federal, having jurisdiction may enter shall be enforceable as if it were a judgment on or order of the award. Each party highest court of Canada and the parties accept the jurisdiction of the Courts of Canada. (h) Pending the reference to arbitration and thereafter until the arbitrators make their award the parties shall bear its/his own costs continue to perform all of participating their obligations hereunder, without prejudice to a final adjustment in any arbitration proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands accordance with the award made by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentarbitrators.

Arbitration. Except In the event the designated senior executives are not able to resolve, within an additional thirty (30) day period or such other period as the parties may mutually agree, any Dispute pursuant to the Informal Dispute Resolution procedure as set forth in Section 7 and Section 1720.1, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or agents) arising out of or relating to this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing such Dispute shall be submitted to and settled resolved by commercial binding arbitration in a forum of the American Arbitration Association (" AAA ") located in the State of New Jersey and conducted three arbitrators in accordance with the National Rules rules (“Rules”) promulgated by the International Chamber of Commerce (the “ICC”). Each Party shall select one arbitrator in the request for arbitration and the Resolution of Employment Disputes. In such arbitration: (i) answer to the arbitrator 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 treat all evidence and other information presented the chairman within thirty (30) days after the appointment of the second arbitrator, the chairman shall be selected by the ICC in accordance with the Rules. For purposes of the 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 same extent as Confidential Information under arbitration, the Non-Disclosure arbitration shall take place in New York, NY, and Non-Competition Agreement must the procedural law of the place of arbitration shall apply where the Rules are silent. The language of the arbitration and all pleadings, written statements, documents, and decisions shall be held confidential in English. The decision or award rendered by the Employeearbitrators shall be written, final and non-appealable and may be entered and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction (i) for interim injunctive relief, or (ii) in conjunction with any dispute about the arbitrator shall have no authority to amend or modify any validity of a patent without breach of this arbitration provision. The costs of the terms arbitration, including administrative fees and fees of this Agreementthe arbitrators, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon shared equally by the parties, and unless otherwise determined by the arbitrators. Furthermore, notwithstanding the foregoing, if an IP Claim or IP Claim to Contractor is brought against any courtParty to this Contract, state or federalsuch Party may bring any counterclaim, having jurisdiction may enter a judgment on the award. Each party shall bear its/his own costs of participating in any arbitration proceedings cross-claim, impleader or other dispute proceedings. The foregoing requirement action to arbitrate claims, controversies, and disputes applies bring any other Party or Parties to all claims this Contract into such third party initiated action if the Party brought into such suit would have an indemnity obligation under Section 12 or demands 13 hereunder; the question whether or not such indemnification obligation between the Parties exists shall be decided by the Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination arbitral tribunal in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans accordance with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the Employee’s employment or the termination of the Employee's employmentSection 20.