Common use of Arbitration Clause in Contracts

Arbitration. All disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes Any dispute, claim or controversies (whether controversy based on, arising out of law or fact) of any nature whatsoever arising from or relating to Executive’s employment or this Agreement and the transactions contemplated hereby shall be decided settled by the American Arbitration Association (the "Association") final and binding arbitration in San Diego, California, before a single neutral arbitrator in accordance with the rules JAMS Employment Arbitration Rules and regulations of Procedures (the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect“Rules”), and specifically, judgment on the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Arbitration may be compelled pursuant to the California Arbitration Act (Code of competent jurisdictionCivil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party required shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to participate the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be responsible reimbursed for its or his pro rata share such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the fees Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the Termination Date. Other costs of the arbitration, including, but not limited to, including the cost of a full stenographic any record or transcripts of the proceedings which arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 9 is intended to be the exclusive method for resolving any and all claims by the parties hereby agree in advance will be requiredagainst each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that neither this Agreement nor the arbitrators submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation injunctive relief, in any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall not be authorized deemed to award legal fees and costs be a waiver of such party’s right to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, compel arbitration. Both Executive and the results obtained from the arbitrationCompany expressly waive their right to a jury trial.

Arbitration. All disputes Notwithstanding anything in this Agreement to the contrary, any Party receiving notice of a default or controversies (whether of law or fact) termination under this Agreement may, within 10 days after receiving the notice, initiate arbitration proceedings to determine the existence of any nature whatsoever arising from such default or relating to this Agreement and the transactions contemplated hereby termination right. Such arbitration proceedings shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration conducted in accordance with and subject to the rules and practices of the The American Arbitration Association then under its Commercial Arbitration Rules from time to time in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")force. The parties agree that the arbitration There shall be conducted before three arbitrators, selected in accordance with the rules of The American Arbitration Association under its Commercial Arbitration Rules. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The A decision of a majority agreed on by two of the arbitrators shall be binding upon all partiesthe decision of the arbitration panel. Such arbitration panel conducting any arbitration hereunder shall be bound by, and a judgment or decree upon shall not have the decision rendered by power to modify, the provisions of this Agreement. The arbitrators may shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing fair, speedy, cost-effective and confidential resolution of disputes. The arbitrators shall reference the rules of evidence of the Federal Rules of Civil Procedure then in effect in setting the scope and direction of such discovery. The arbitrators shall not be entered in any court of competent jurisdiction. Each party required to participate make findings of fact or render opinions of law, but shall issue a written opinion that explains the basis for their decision. During the pendency of such arbitration proceedings, the notice and cure periods set forth in this Section 25 shall be responsible for its tolled and the Party alleging the default may not terminate this Agreement on account of such alleged event of default. The arbitrators will have no authority to award damages in excess of or his pro rata share in contravention of the fees and costs Section 33(j) or otherwise make any award that is inconsistent with this Agreement. Nothing in this Section 25(i) is intended to be or to be construed as a waiver of a Party’s right to any remedy set forth elsewhere in this Agreement or that may not be enforced by means of arbitration, including, but not limited towithout limitation, the cost rights of a full stenographic record set off, injunctive relief and specific performance. Each Party will bear its own expenses of arbitration and an equal share of the proceedings which the parties hereby agree in advance will be required; provided, however, that expenses of the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from fees, if any, of The American Arbitration Association, unless the arbitrationarbitrators rule otherwise.

Arbitration. All disputes 8.1 In the event of any dispute or difference of opinion or controversy between the PARTIES arising out of or in connection with this Agreement or with regard to performance of any obligation hereunder by either PARTY, both PARTIES shall use their reasonable efforts to settle such dispute or difference of opinion amicably by good-faith negotiation for a period of fifteen business (15) days, commencing upon the receipt of written demand for negotiation setting forth clearly and completely the nature and basis of the dispute and the manner and extent of its proposed resolution. After the expiration of the 15-day negotiation period, either PARTY may commence an arbitration to resolve the dispute set forth in the demand for negotiation as set forth below. 8.2 Subject to Section 8.1 hereof, all disputes, differences of opinion, or controversies (whether which may arise between the PARTIES out of law or fact) of any nature whatsoever arising from in relation to or relating to in connection with this Agreement and or the transactions contemplated hereby breach thereof, shall be decided finally settled by arbitration in Los Angeles, California by a panel of three (3) arbitrators (one of whom shall be a registered patent attorney in the American Arbitration Association (the "Association"field of biotechnology) selected in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Rules of the American Arbitration Association then Association, in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (form pertaining at the "Procedures")time the arbitration is initiated. The parties agree that PARTIES shall use their best efforts to complete the arbitration proceeding within three (3) months. The arbitration panel is hereby empowered by the PARTIES to render whatever judgment or relief under this Agreement (applying California and U.S. Patent laws, as applicable) is deemed appropriate by the panel, including the power to award specific performance remedies to enforce this Agreement. 8.3 The losing PARTY as determined by the arbitration panel at the time it makes its award shall be conducted before three arbitrators. Additionally, pay the parties agree that prior to the conduct costs of hearings, they will cooperate in the exchange of documents, exhibits and information any arbitration entered into pursuant to detailed demands thereforthis Article. However, each PARTY shall bear its own legal costs, including attorneys fees and experts fees, incurred in connection with such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree arbitration. 8.4 Judgment upon the decision award rendered by the arbitrators or arbitrator, as applicable, shall be binding, final and unappealable, and may be entered in by any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationhaving jurisdiction thereof.

Arbitration. The Parties will first attempt to resolve any dispute arising out of or in connection with this Agreement amicably by negotiation between the Parties. All disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating which remain unresolved for [***] after either Party requests in writing to proceed to negotiation under this Agreement and the transactions contemplated hereby Section 16.3 shall be decided finally settled by arbitration under the American Rules of Arbitration Association of the International Chamber of Commerce by three (the "Association"3) arbitrators appointed in accordance with the rules and regulations said Rules. The place of the Association, except that either party arbitration shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden CityNew York, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effectYork, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")United States. The parties agree that language of the arbitration shall be conducted before three arbitratorsEnglish. AdditionallyEach Party shall nominate one (1) arbitrator, and the parties agree that prior to two (2) arbitrators so nominated shall nominate a third (3rd) arbitrator, who shall act as the conduct of hearings, they will cooperate in chairperson. If the exchange tribunal orders production of documents, exhibits the tribunal shall take guidance from the IBA Rules on the Taking of Evidence in International Arbitration as current on the date of the commencement of the arbitration. The existence and content of the arbitral proceedings, any information pursuant exchanged between Parties during the arbitral proceedings and any rulings or award shall be kept confidential by the Parties and members of the tribunal except (i) to detailed demands thereforthe extent that disclosure may be required by a Party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority, (ii) with the consent of both Parties, (iii) where needed for the preparation or presentation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the tribunal upon application of a Party. The costs and expenses of translation of relevant documents and translators relating to the arbitration shall be deemed as the costs and expenses of the arbitration, and such other discovery as they may agree upon or the arbitrators may deem appropriate be allocated to any Party in the circumstances after award by the Preliminary Hearing described in Section 4 of the Procedures is heldtribunal. The decision tribunal may include in its award an allocation to any Party of a majority of costs and expenses relating to the arbitrators arbitration, excluding lawyers’ fee, as the tribunal deems reasonable. Each Party shall be binding upon all parties, bear its own cost and a judgment or decree upon the decision expenses for its own lawyers. The award rendered by the arbitrators tribunal shall be final and binding upon the Parties and may be entered in any competent court of competent appropriate jurisdiction. Each party required to participate The Emergency Arbitrator Provisions shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationapply.

Arbitration. All The parties firmly desire to resolve all disputes arising hereunder without resort to litigation in order to protect their respective business reputations and the confidential nature of certain aspects of their relationship. Accordingly, any controversy or controversies (whether claim arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and Agreement, or the transactions contemplated hereby breach thereof, shall be decided settled by arbitration as set forth below. (i) All disputes which in any manner arise out of or relate to this Agreement or the American Arbitration Association (the "Association") subject matter thereof, shall be resolved exclusively by arbitration in accordance with the rules and regulations provisions of this Section K. Either party may commence arbitration by sending a written demand for arbitration to the other party, setting forth the nature of the Associationcontroversy, except the dollar amount involved, if any, and the remedies sought, and attaching a copy of this Section to the demand. (ii) The parties stipulate to arbitration before a single, mutually agreed upon arbitrator sitting on the Los Angeles, California Judicial Arbitration Mediation Services (JAMS) panel. In the event that either the parties are unable to agree upon the person chosen as arbitrator within 30 days of the demand for arbitration, the arbitrator shall be selected in the sole discretion of the JAMS administrator. The arbitrator shall be a member of the California bar. (iii) The parties shall share all costs of arbitration. The prevailing party shall be entitled to reimbursement by the other party of such party's attorneys' fees and costs and any arbitration fees and expenses incurred in connection with the arbitration hereunder. (iv) The substantive law of the State of California shall be applied by the arbitrator. All proceedings in arbitration shall be in accordance with the California Code of Civil Procedure, as amended, and the parties shall have the right to legal discovery in any matter submitted to arbitration in satisfaction of California Code of Civil Procedure Section 1283.05, as permitted by California Code of Civil Procedure Section 1283.1(b). (v) Arbitration shall take place in Los Angeles, California unless the parties otherwise agree. As soon as reasonably practicable, a hearing with respect to the dispute or matter to be resolved shall be conducted by the arbitrator. As soon as reasonably practicable thereafter, the arbitrator shall arrive at a final decision, which shall be reduced to writing, signed by the arbitrator and mailed to each of the parties and their legal counsel. (vi) All decisions of the arbitrator shall be final, binding and conclusive on the parties and shall constitute the only method of resolving disputes or matters subject to arbitration pursuant to this Agreement. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator's judgment. Judgment may be entered upon such a decision in accordance with Section 18 hereof to seek equitable relief independentlyapplicable law in any court having jurisdiction thereof. (vii) Notwithstanding the foregoing, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any because time is of the terms and conditions essence of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior specifically reserve the right to seek a judicial temporary restraining order, preliminary injunction, or other similar equitable relief. (viii) The decision and award of the arbitrator shall be kept confidential by the parties to the conduct greatest extent possible. No disclosure of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon decision or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators award shall be binding upon all parties, and a judgment or decree upon the decision rendered made by the arbitrators may be entered parties except as required by law or as necessary or appropriate to effect the enforcement thereof. (ix) Should either Employer or Physician institute any action or procedure to enforce this Agreement or any provision hereof, or for damages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder (including without limitation arbitration), the prevailing party in any court of competent jurisdiction. Each party required to participate such action or proceeding shall be responsible for its or his pro rata share of entitled to receive from the fees other party all costs and costs of arbitrationexpenses, includingincluding without limitation reasonable attorneys' fees, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to incurred by the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationparty in connection with such action or proceeding.

Arbitration. All disputes actions or controversies (whether of law or fact) of any nature whatsoever proceedings arising from in connection with, touching upon or relating to this Agreement and between the transactions contemplated hereby parties, the breach thereof and/or the scope of the provisions of this Section 13 (a “Proceeding”) shall be decided by submitted to the American Judicial Arbitration Association and Mediation Service or its successor (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the "Association"matter in dispute is over ***** or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is ***** (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the rules provisions below. 13.1 Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be an attorney or a retired judge with at least ten (10) years experience in commercial matters and regulations the motion picture industry or the television industry, as applicable. The arbitrator shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The Arbitral Board shall assess the cost, fees and expenses of the Associationarbitration against the losing party, except and the prevailing party in any arbitration or legal proceeding relating to this letter agreement shall be entitled to all reasonable expenses (including reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that either party such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under Applicable Law. The parties shall have the right be entitled to conduct discovery in accordance with Section 18 hereof 1283.05 of the California Code of Civil Procedure; provided that (i) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to seek equitable relief independentlythe issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances; and (ii) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., includinginterrogatories) is the most reasonable and cost efficient method of obtaining the information sought. 13.2 There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board’s decision. If neither party gives written notice requesting an appeal within ***** after the issuance of the Statement of Decision, but the Arbitral Board’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or such other court having jurisdiction over the parties for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ***** after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within ***** after its written notice requesting the appeal and the other party shall file its brief within ***** thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board (applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not limited toremand the matter to the Arbitral Board. 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 Los Angeles County Superior Court or such other court having jurisdiction over the parties, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board 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 Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. 13.3 Subject to a party’s right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. The Arbitral Board (or the Appellate Arbitrators, if applicable) shall have the power to enter temporary restraining orders, provisional and/or preliminary and permanent injunctive relief, specific performance injunctions. Neither party shall be entitled or permitted to commence or maintain any other equitable remedy action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as may be appropriate to enforce or prevent herein provided and then only for the violation of, any enforcement of the terms and conditions of this Agreement. In the event a dispute Arbitral Board’s award (or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specificallyif appealed, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"Appellate Arbitrators’ award). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that prior to the arbitrators appointment of the Arbitral Board (or if appealed, the Appellate Arbitrators) 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 Los Angeles County, California or such other court that may have jurisdiction over the parties, without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including, without limitation, proceedings before the Appellate Arbitrators) shall be authorized to award legal fees and costs closed to the prevailing partypublic and confidential and all records relating thereto shall be permanently sealed, based upon their consideration except as necessary to obtain court confirmation of the merits arbitration award. The provisions of this Section 13.3 shall supersede any inconsistent provisions of any prior agreement between the claimsparties. Nothing in this Section 13.3 shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction pursuant to the preceding paragraph, subject to the merits terms of the defenses, and the results obtained from the arbitrationthis Section 13.3.

Arbitration. All disputes or controversies (whether of law or facta) of any nature whatsoever arising from or relating to this Agreement and If the transactions contemplated hereby negotiation process provided for in Section 12.0 has not resolved the dispute, the dispute shall be decided by binding arbitration in the City of New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association (except as expressly provided otherwise herein). The arbitration shall be governed by the "Association"United States Arbitration Act (9 U.S.C. § 1 et seq.), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith will be specifically enforceable under the prevailing arbitration law of any court having jurisdiction. Notice of demand for arbitration must be filed in writing with the other party to this Agreement. The demand must be made within a reasonable time after dispute has arisen. In no event may the demand for arbitration be made if the institution of legal or equitable proceedings based on such dispute is barred by the applicable statute of limitations. Any arbitration may be consolidated with any other arbitration proceedings between the parties commenced under this Section 12.1. The results of the arbitration shall be binding, and the award of the arbitrator shall be specifically enforceable in a court of competent jurisdiction. (b) Either party may commence the arbitration by giving to the other written notice in sufficient detail of the existence and nature of any dispute proposed to be arbitrated. The parties shall attempt to agree on a person with respect to the matter at issue to serve as arbitrator. If the parties cannot agree on an arbitrator within ten (10) days of such notice, each shall then appoint one individual to serve as an arbitrator within 30 days of such notice and the two (2) thus appointed shall select a third arbitrator to serve as chairman of the panel of arbitrators; and such three (3) arbitrators shall determine all matters by majority vote; provided however, if the two (2) arbitrators appointed by the parties are unable to agree upon the appointment of the third arbitrator within ten (10) days after their appointment, both shall give written notice of such failure to agree to the parties, and, if the parties fail to agree upon the selection of such third arbitrator within five (5) days of such notice, then either of the parties upon written notice to the other may require such appointment from, and pursuant to the rules of, the American Arbitration Association for commercial arbitration. Any arbitrator appointed shall be a present or former executive of an electric utility, or private power company, or an attorney, in each case with substantial experience in electric power purchase agreements. Prior to appointment, each arbitrator shall agree to conduct such arbitration in accordance with the rules terms of this Agreement. (c) The parties shall have sixty (60) calendar days after appointment of all arbitrators to perform discovery and regulations present evidence and argument to the arbitrators. During that period, the arbitrators shall be available to receive and consider all such evidence as is relevant and, within reasonable limits due to the restricted time period, to hear as much argument as is feasible, giving a fair allocation of time to each party to the Associationarbitration. The arbitrators shall use all reasonable means to expedite discovery and to sanction noncompliance with reasonable discovery requests or any discovery order. The arbitrators shall not consider any evidence or argument not presented during such period and shall not extend such period except by the written consent of both parties. At the conclusion of such period, except that either party the arbitrators shall have forty-five (45) calendar days to reach a determination. (d) The arbitrators shall have the right in accordance with Section 18 hereof only to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of interpret and apply the terms and conditions of this Agreement and to order any remedy allowed by this Agreement. In the event a dispute , but may not change any term or controversy arisescondition of this Agreement, deprive either party may submit the dispute of any right or remedy expressly provided hereunder, or provide any right or remedy that has been excluded hereunder. (e) The arbitrators shall give a written decision to the American Arbitration Association in Garden Cityparties stating their findings of fact, New York for arbitration in accordance with conclusions of law and subject to the rules of the American Arbitration Association then in effectorder, and specifically, shall furnish to each party a copy thereof signed by them within five (5) calendar days from the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct date of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdictiontheir determination. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, pay the cost of a full stenographic record of the proceedings arbitrator or arbitrators, with respect to those issues as to which they do not prevail, as determined by the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationarbitrator or arbitrators.

Arbitration. All disputes or controversies (whether 9.11.2.1 Subject to the provisions of law or fact) of Section 9.11.3 below, any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby Dispute not resolved under Section 9.11.1 above shall be decided resolved by the American Arbitration Association (the "Association") mandatory and binding arbitration in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions provisions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). Section 9.11.2. 9.11.2.2 The parties agree that the arbitration shall be conducted before by a tribunal of three arbitrators(3) arbitrators (the “Tribunal”). AdditionallyEach Party shall select one arbitrator and the third arbitrator shall be appointed by the selected arbitrators and shall be Chairman of the Tribunal. Every arbitrator shall: (i) be neutral and impartial and have excellent academic and professional credentials: (ii) have been practicing law for at least fifteen years; (iii) specialized in either general commercial litigation or general corporate and commercial matters; and (iv) have had experience as an arbitrator. 9.11.2.3 The Tribunal may allow for reasonable discovery, within the parties scope determined by such Tribunal, and shall establish the time period within which discovery response must be served. All disputes regarding discovery shall be determined by the Tribunal, which determination shall be conclusive. 9.11.2.4 The Parties agree that prior prompt resolution of Disputes is critical and shall use their best efforts to commence and conduct any arbitration hereunder expeditiously. The Tribunal may set such timetable for the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant arbitration as may seem to detailed demands thereforit appropriate, and such other discovery as they the Tribunal may agree upon impose any remedy it deems just for any Party’s effort to unnecessarily delay, complicate, or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 hinder proceedings. In any event, final hearings shall take place within three (3) months of the Procedures date the demand for arbitration is held. The decision of a majority of the arbitrators shall be binding upon all partiesfiled, and a judgment decision rendered within six (6) months of the date the demand for arbitration is filed. 9.11.2.5 The arbitration shall be conducted in English and shall be subject to the Arbitration ▇▇▇ ▇▇▇▇, SO. 1991, Chap. 17, as amended (the “Rules”). The validity and construction of this Article shall be governed by the laws in force in the state of California, United States, except for its choice of laws rules. The arbitration shall take place in San Francisco, California, US (unless otherwise agreed by the Parties). 9.11.2.6 Any arbitration proceeding held pursuant to this Article shall be governed by the Rules. The Tribunal shall have the authority to exclude evidence deemed to be irrelevant, redundant or decree prejudicial beyond its probative value, and is instructed to exercise that authority consistently with expediting the proceeding. Judgment upon the decision award rendered by the arbitrators Tribunal may be entered in any court having jurisdiction thereof. 9.11.2.7 Unless both Parties agree otherwise, the Tribunal shall render its award in writing within the sooner of competent jurisdiction(a) thirty (30) days of the end of final hearings, and (b) six (6) months after the date the demand for arbitration was filed. The Tribunal’s award may grant any remedy or relief that the Tribunal deems just and equitable and within the scope of this Agreement, including specific performance or other equitable relief. However, the Tribunal shall have no power or authority to amend or disregard any provision of this Article or any other provision of this Agreement. The Tribunal also shall have no power or authority to award punitive or exemplary damages to any Party. 9.11.2.8 The award rendered by the Tribunal shall be final and binding upon the Parties. Each party required to participate shall be responsible for its or his pro rata share of the fees Parties agrees to voluntarily and promptly comply with the arbitral award and, in the case of a money award, the Party obligated to pay shall do so within thirty (30) days following issuance of the award. 9.11.2.9 Notwithstanding the foregoing subsection, judgment upon the award rendered by the Tribunal may be entered in any court having jurisdiction thereof. 9.11.2.10 The Tribunal shall apportion the costs of arbitrationthe arbitration between or among the Parties in such manner as it deems reasonable, including, but not limited totaking into account the circumstances of the case, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits nature of the claims, the merits of the defenses, and the results obtained from result of the arbitration. 9.11.2.11 The Tribunal may, in its discretion, award reasonable pre-award interest on any sums due (excluding damages) determined by the Tribunal to be owing from one Party to the other under this Agreement. In addition, in the event the Party against which an arbitral award is made fails to voluntarily pay such award in accordance with Section 9.11.2.8 above, such defaulting Party shall pay post-award interest beginning on the thirty-first (31st) day following issuance of the arbitral award until payment of the award. The interest rate for post-judgment interest under this subsection shall be ten percent (10%) per annum. 9.11.2.12 Each Party shall bear the costs of its own legal representation, witnesses produced by such Party, document production, travel and accommodation expenses, and other discovery expenses.

Arbitration. All The parties shall endeavor to settle all disputes by amicable negotiations. Except as otherwise provided in Section 9(c) hereof, any claim, dispute, disagreement or controversies (whether of law or fact) of any nature whatsoever arising from or controversy that arises among the parties relating to this Agreement and the transactions contemplated hereby that is not amicably settled shall be decided resolved by arbitration, as follows: (a) Any such arbitration shall be heard in The City of New York, New York, before a panel consisting of one (1) to three (3) arbitrators, each of whom shall be impartial. Upon the written Request for Arbitration by either party hereto to commerce arbitration hereunder, the parties shall attempt to mutually agree as to the number and identity of the arbitrators within thirty (30) days of such Request. Except as the parties may otherwise agree, all arbitrators (if not selected by the American Arbitration Association parties hereto within thirty (the "Association"30) in accordance with the rules and regulations days of the Association, except that either party a written Request for Arbitration) shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute appointed pursuant to the American Arbitration Association in Garden City, New York for commercial arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, Association. In determining the number and specificallyappropriate background of the arbitrators, the Supplementary Procedures appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and their identity shall be final. (b) An arbitration may be commenced by any party to this Agreement by the service of a written request for Largearbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or claim to be arbitrated. (c) All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, Complex Disputes (but the "Procedures")arbitrators shall award costs and attorneys' fees to the prevailing party. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforhereby expressly waive punitive damages, and such other discovery as they may agree upon or under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (e) It is intended that controversies or claims submitted to arbitration under this Section 22 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of competent jurisdiction. Each party required to participate any persons concerning them, shall be responsible for its disclosed to third persons at any time, except to the extent necessary to enforce an award or his pro rata share judgment or as required by law or in response to legal process or in connection with such arbitration. (f) Any arbitration under this Section 22 shall be conducted pursuant to the commercial arbitration rules of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationAmerican Arbitration Association.

Arbitration. All disputes (i) Any controversy, dispute or controversies (whether claim arising out of law or fact) of any nature whatsoever arising from or relating in any way to this Agreement or the other agreements contemplated by this Agreement or the transactions arising hereunder or thereunder that cannot be resolved by negotiation or mediation pursuant to Section 9.6(a) shall be settled exclusively by final and binding arbitration in the City of Los Angeles, California. Such arbitration will apply the laws of the State of Delaware (without regard to Delaware choice-of-law rules to the extent they would require the application of the substantive law of another place), including its statute of limitations, and the transactions contemplated hereby commercial arbitration rules of AAA to resolve the dispute. (ii) Such arbitration shall be decided conducted by the American Arbitration Association (the "Association") in accordance with the rules one independent and regulations impartial arbitrator to be selected by mutual agreement of the Associationparties, if possible. If the parties fail to reach agreement regarding appointment of an arbitrator within thirty days following receipt by one party of the other party’s notice of arbitration, the arbitrator shall be selected from a list or lists of proposed arbitrators submitted by AAA. Unless the parties agree otherwise, the arbitrator shall be a former or retired judge. The selection process shall be that which is set forth in the AAA commercial arbitration rules then prevailing, except that (A) the number of preemptory strikes shall not be limited and (B) if the parties fail to select an arbitrator from one or more lists, AAA shall not have the power to make an appointment but shall continue to submit additional lists until an arbitrator has been selected. Initially, however, promptly following its receipt of a request to submit a list of proposed arbitrators, AAA shall convene the parties in person or by telephone and attempt to facilitate their selection of an arbitrator by agreement. If the arbitrator should die, withdraw or otherwise become incapable of serving, a replacement shall be selected and appointed in a like manner. The arbitrator shall render an opinion setting forth findings of fact and conclusions of law with the reasons therefor stated. A transcript of the evidence adduced at the hearing shall be made and shall, upon request, be made available to either party. The arbitrator may, in his or her discretion, require submission of post-hearing briefs. The fees and expenses of the arbitrator and the court reporter shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator shall award reasonable costs and expenses to the prevailing party in the arbitration as set forth below. Each party will be entitled to serve one set of document requests and take one deposition. Subject to a showing of good cause, the arbitrator may in his discretion order further discovery by either party. The arbitrator shall render his or her award within 90 days of the conclusion of the arbitration hearing or 45 days after submission of written briefs, if applicable. Notwithstanding any contrary provision of Delaware law, the arbitrator shall not be empowered to award to either party any punitive damages in connection with any dispute between them arising out of or relating in any way to this Agreement or the other agreements contemplated hereby or the transactions arising hereunder or thereunder, and each party hereby irrevocably waives any right to recover such damages. The arbitrator shall have determine which party is the right prevailing party, and the prevailing party shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and expenses, and other costs and expenses incurred in accordance connection with Section 18 hereof to seek equitable relief independentlythe arbitration (including expert witness costs and witness travel and lodging costs) unless the arbitrator, includingfor good cause, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any determines otherwise. Costs and fees of the terms arbitrator (including the costs of the record of the transcripts of the arbitration) shall be borne by the non-prevailing party, unless the arbitrator for good cause determines otherwise. (iii) Notwithstanding anything to the contrary provided in this Section 9.6(b) and conditions of this Agreement. In without prejudice to the event a dispute or controversy arisesabove procedures, either party may submit apply to any court of competent jurisdiction for temporary injunction or other provisional judicial relief or to specifically enforce the dispute terms of this Agreement if such action is necessary to avoid irreparable damage or to preserve the American Arbitration Association in Garden City, New York status quo until such time as the arbitrator is selected and available to hear such party’s request for arbitration in accordance with and subject to temporary relief. Judgment on the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators arbitrator shall be final and not subject to judicial review and judgment thereon may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes or controversies (whether of law or facta) of Solely with respect to any nature whatsoever arising from or relating dispute between the parties to this Agreement (other than any dispute which arises out of or relates to infringement, validity and/or enforceability of the Patent Rights) upon ten (10) days written notice, any party involved in the dispute may initiate arbitration by giving notice to that effect to the other party or parties involved in the dispute and by filing the transactions contemplated hereby shall be decided by notice with the American Arbitration Association or its successor organization (the "Association"“AAA”) in accordance with the rules and regulations of the Associationits Commercial Arbitration Rules. Such dispute shall then be settled by arbitration in San Mateo County, except that either party shall have the right in accordance with Section 18 hereof the Commercial Arbitration Rules of the AAA or other rules agreed to seek equitable relief independentlyby the parties involved in the dispute, includingby a panel of one neutral arbitrator, but not limited towho shall be selected by the parties involved in the dispute using the procedures for arbitrator selection of the AAA. (b) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Insofar as it applies, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation United States Arbitration Act shall govern the interpretation of, any of enforcement of, and proceedings pursuant to the terms and conditions of arbitration clause in this Agreement. In Except insofar as the event a dispute or controversy arisesUnited States Arbitration Act applies to such matters, either party may submit the dispute agreement to arbitrate set forth in this Section 9.12 shall be construed, and the American Arbitration Association in Garden City, New York for arbitration legal relations among the parties shall be determined in accordance with and subject to with, the rules substantive laws of the American Arbitration Association then in effectState of California. (c) The arbitrator shall render its decision and award, and specificallyincluding a statement of reasons upon which such award is based, the Supplementary Procedures for Large, Complex Disputes within thirty (the "Procedures"). The parties agree that 30) days after the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldhearing. The decision of a majority of the arbitrators shall be in writing and shall be binding upon all partiesthe parties involved in the dispute, final and a judgment or decree non-appealable. Judgment upon the decision award rendered by the arbitrators panel may be entered in any court having jurisdiction thereof in accordance with Section 9.13(a). (d) Except as provided under the United States Arbitration Act and with respect to the infringement, validity and/or enforceability of competent jurisdiction. Each party required the Patent Rights, no action at law or in equity based upon any dispute that is subject to participate arbitration under this Section 9.12 shall be responsible for its or his pro rata share instituted. (e) All expenses of any arbitration pursuant to this Section 9.12, including fees and expenses of the parties’ attorneys, fees and costs expenses of arbitrationthe arbitrators, including, but not limited to, and fees and expenses of any witness or the cost of a full stenographic record any proof produced at the request of the proceedings which the parties hereby agree in advance will be required; providedarbitrators, however, that the arbitrators shall be authorized to award legal fees and costs to paid by the non-prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes or controversies (whether of law or fact) of The parties irrevocably agree that any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby Disputes, that are not resolved in accordance with clause 15.1 hereof shall be decided finally settled by the American Arbitration Association (the "Association") arbitration in New York City, New York, by three arbitrators appointed and proceeding in accordance with the rules and regulations Rules of Arbitration (the “ICC Rules”) of the AssociationInternational Chamber of Commerce (the “ICC”) as the exclusive means of resolving such disputes. For purposes of appointing such arbitrators, except that either party each Party shall appoint one arbitrator. The third arbitrator shall be selected by the two Party-appointed arbitrators or, failing agreement within five (5) days after the Party-appointed arbitrators have been confirmed, by the right ICC in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this AgreementICC Rules. In the event a dispute or controversy arises, either party may submit the dispute addition: (a) All submissions and awards in relation to the American Arbitration Association arbitration under this Master Lease Agreement shall be made in Garden City, New York for English and all arbitration proceedings and all pleadings shall be in accordance with English. (b) Any monetary award shall be made in U.S. Dollars. (c) Any award shall be final and not subject to the rules of the American Arbitration Association then in effect, appeal and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior hereby waive all challenge to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or any award by the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldunder this clause 15. The decision of a majority of the arbitrators shall be final and binding upon all parties, on the parties and a judgment or decree upon the decision rendered by the arbitrators may be entered presented by any Party for enforcement in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share In any such enforcement action, irrespective of the fees where it is brought, no Party will (and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby waive any right to) seek to invalidate or modify the decision of the arbitrators or otherwise to invalidate or circumvent the procedures set forth in this clause15. Further, the parties understand and agree that the provisions of this clause 15 may be specifically enforced by injunction or otherwise in advance will any court of competent jurisdiction. (d) The fees and expenses, if any, of the arbitrators shall be required; shared by the Parties in inverse proportion to their respective success on the merits and such allocation of fees and expenses shall be calculated by the arbitrators and shall be conclusive and binding on the Parties. (e) Except as may be required by applicable law, stock exchange rules, governmental authorities, or in connection with the ordinary course operation of their respective businesses, the parties agree to maintain confidentiality as to all aspects of the arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding the arbitration for purposes of enforcing the judgment of the arbitral tribunal or in any court proceedings involving the Parties. The Parties further agree to obtain the arbitral tribunal’s agreement to preserve the confidentiality of the arbitration. (f) Notwithstanding the foregoing Dispute Resolution and Arbitration provisions, the Parties acknowledge that remedies contained in the foregoing Dispute Resolution and Arbitration provisions and at law may be inadequate to protect a Party (the “Affected Party”) against any breach of this Agreement by the other Party or by the other Party’s professional advisers, directors, officers, servants or employees and without prejudice to any other rights and remedies otherwise available to the Affected Party, the non-Affected Party agrees to the granting of injunctive relief in the Affected Party’s favour without proof of actual damages provided, however, that the arbitrators Affected Party shall not be authorized to award legal fees and costs relieved from proving any breach hereunder. In such circumstances, the Parties submit to the prevailing party, based upon their consideration non-exclusive jurisdiction of the merits federal and state courts of the claims, the merits of the defenses, and the results obtained from the arbitrationNew York.

Arbitration. All disputes Any dispute, claim or controversies (whether controversy based on, arising out of law or fact) of any nature whatsoever arising from or relating to Consultant’s Transition Services or this Agreement and the transactions contemplated hereby shall be decided settled by the American Arbitration Association (the "Association") final and binding arbitration in San Diego, California, before a single neutral arbitrator in accordance with the rules and regulations National Rules for the Resolution of Employment Disputes (the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules “Rules”) of the American Arbitration Association then in effectAssociation, and specifically, judgment on the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. The Rules may be found online at ▇▇▇.▇▇▇.▇▇▇ or are available upon request to the Company. Arbitration may be compelled pursuant to the California Arbitration Act (Code of competent jurisdictionCivil Procedure §§ 1280 et seq.) If the parties are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with its Rules. Each party required shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, the parties agree that, to participate shall be responsible for its or his pro rata share the extent permitted by law, the arbitrator may, in Consultant’s discretion, award reasonable attorneys’ fees to the prevailing party. Other costs of the fees and costs of arbitration, including, but not limited to, including the cost of a full stenographic any record or transcripts of the proceedings which arbitration, AAA’s administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 4 is intended to be the exclusive method for resolving any and all claims by the parties hereby agree in advance will be requiredagainst each other for payment of damages under this Agreement or relating to Consultant’s Transition Services; provided, however, that Consultant shall retain the arbitrators right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (i) claims for workers’ compensation, state disability insurance or unemployment insurance; (ii) claims for unpaid wages or waiting time penalties brought before the California Division of Labor Standards Enforcement; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be authorized to award legal fees and costs arbitrated pursuant to the prevailing party, based upon their consideration terms of the merits of the claims, the merits of the defenses, this Agreement; and the results obtained (iii) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or the California Department of Fair Employment and Housing (or any similar agency in any applicable jurisdiction other than California); provided, further, that Consultant shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration including without limitation injunctive relief, in any court of competent jurisdiction, pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Arbitration. All The parties shall attempt in good faith to resolve all claims, disputes or controversies and other disagreements arising hereunder by negotiation. In the event that a dispute between the parties cannot be resolved within thirty (whether 30) days of law or fact) written notice from one party to the other party, such dispute shall, at the request of any nature whatsoever arising from or relating either party, after providing written notice to this Agreement and the transactions contemplated hereby shall other party, be decided by the American Arbitration Association (the "Association") submitted to arbitration in Los Angeles, California in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect. The notice of arbitration shall specifically describe the claims, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")disputes or other matters in issue to be submitted to arbitration. The parties shall jointly select a single arbitrator who shall have the authority to hold hearings and to render a decision in accordance with the arbitration rules of the American Arbitration Association. If the parties are unable to agree that within ten (10) days, the arbitrator shall be selected by the Chief Judge of the Los Angeles Court. The discovery rights and procedures provided by the Federal Rules of Civil Procedure shall be available and enforceable in the arbitration proceeding. The written decision of the arbitrator so appointed shall be conclusive and binding on the parties and enforceable by a court of competent jurisdiction. The expenses of the arbitration shall be conducted before three arbitratorsborne equally by the parties to the arbitration, and each party shall pay for and bear the cost of its own experts, evidence and legal counsel, unless the arbitrator rules otherwise in the arbitration. AdditionallyBoth parties agree to use their best efforts to cause a final decision to be rendered with respect to the matter submitted to arbitration within sixty (60) days after its submission. Notwithstanding the foregoing, the parties agree that prior Company shall be free to the conduct of hearings, they will cooperate in the exchange of documents, exhibits pursue its rights and information remedies under Section 8 hereof and pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered Exhibit A hereto in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs without regard to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationarbitral proceedings contemplated by this Section 14.

Arbitration. All disputes (i) Any Party may submit any matter referred to in ----------- Clause 8.13 (a) to arbitration by notifying the other parties hereto, in writing, of such dispute. Within 10 days after receipt of such notice, the Parties shall designate in writing one arbitrator to resolve the dispute; provided, that if the Parties cannot agree on an arbitrator within such 10-day period, the United States Chamber of Commerce shall select the arbitrator. The arbitrator so designated shall not be an Affiliate, employee, consultant, officer, director or controversies (whether of law or fact) stockholder of any nature whatsoever arising from or relating to this Agreement Party. The arbitrator shall have at least ten (10) years' experience in the field of international commercial transactions. (ii) Within 15 days after the designation of the arbitrator, the arbitrator, the Buyer and the transactions contemplated hereby Stockholder shall meet, at which time the Buyer and the Stockholder shall be decided required to set forth in writing all disputed issues and a proposed ruling on each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 30 days after the submission of written proposals pursuant to Clause 8.13(b)(ii), to discuss each of the issues identified by the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party Parties. Each such Party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent represented by counsel. The arbitration shall be governed by the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Commercial Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Rules of the American Arbitration Association then Association. (iv) The arbitrator shall use his best efforts to rule on each disputed issue within 30 days after the completion of the hearings described in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"8.13(b)(iii). The determination of the arbitrator as to the resolution of any dispute shall be binding and conclusive upon all parties agree hereto, provided however, that the arbitrator shall have no authority to award punitive or exemplary damages to any party. All rulings of the arbitrator shall be in writing and shall be delivered to the Parties. (v) Any attorneys' fees of the Parties in any arbitration shall be borne by the Parties as determined by the arbitrator, together with the fees of the arbitrator and the costs and expenses of the arbitration. (vi) Any arbitration pursuant to this Clause 8.13 shall be conducted before three arbitrators. Additionallyin New Bedford, the parties agree that prior to the conduct Massachusetts, United States of hearingsAmerica or other mutually acceptable location, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldEnglish language. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and shall be final and binding upon the Parties. (vii) Notwithstanding the foregoing, nothing in this Clause 8.13 shall be construed as limiting in any way the right of a Party to seek injunctive relief with respect to any actual or threatened breach of this Agreement from a court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes or controversies Should the mediator be unable to resolve the Dispute, (whether other than those issues excluded from this Section 12.13 in Section 12.13(a) above) all Disputes arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Associationvalidity, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific enforceability or performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In , or the event a dispute breach or controversy arisestermination thereof, either party may submit the dispute shall be settled by final and binding arbitration pursuant to the American Commercial Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes as hereinafter provided: (the "Procedures"). i) The parties agree that the arbitration shall be conducted before by a panel of three arbitratorsarbitrators ("the Panel"). AdditionallyEach party shall nominate in the request for arbitration and the answer thereto one arbitrator and the two arbitrators so named will then jointly appoint the third arbitrator as chairman of the Panel. If one Party fails to nominate its arbitrator or, if the Parties' arbitrators cannot agree on the person to be named as chairman within thirty (30) days, the parties agree that prior President of the American Arbitration Association shall make the necessary appointments for arbitrator or chairman. GENENTECH CONFIDENTIAL (ii) The place of arbitration shall be in San Francisco, California and the arbitration proceedings shall be held in English. The procedural law of California shall apply where the said Arbitration Rules are silent. (iii) The Panel is empowered to the conduct of hearingsaward any remedy allowed by law, they will cooperate in the exchange of documentsincluding money damages, exhibits prejudgment interest and information pursuant to detailed demands thereforattorneys' fees, and to grant final, complete, interim or interlocutory relief, including injunctive relief, but excluding punitive damages and multiple damages. For purposes of all arbitration proceedings, the Parties shall be deemed to have waived any right to such other discovery as they may agree upon punitive damages or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldmultiple damages. The decision of a majority the arbitration tribunal must be in writing and must specify the basis on which the decision was made, and the award of the arbitrators arbitration tribunal shall be binding final and judgement upon all parties, and a judgment or decree upon the decision rendered by the arbitrators such an award may be entered in any competent court or application may be made to any competent court for judicial acceptance of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share such an award and order of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationenforcement.

Arbitration. All disputes involving termination of the Executive's employment for a Conduct, Performance or controversies (whether of law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby Disloyalty Termination Event shall be decided resolved by binding arbitration administered by the American Arbitration Association (the "AssociationAAA") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement, and the Commercial Arbitration Rules of the AAA. In the event a dispute or controversy arisesof any inconsistency between such rules and this Agreement, either this Agreement shall control. The arbitration process shall commence when the Executive has received written notice by Proformix that the Executive is being dismissed for any of the above referenced reasons. Either party may submit then notify the dispute AAA who shall then supply the parties with a list of three potential arbitrators. Each party shall then have four (4) business days to object to one of the potential arbitrators. The remaining potential arbitrator (and if more than one is remaining, then one shall be selected by lot) shall serve as the single arbitrator. Each party shall then have sixty (60) days to conduct discovery pursuant to the American Arbitration Association terms and provisions of the New Jersey Rules of Civil Procedure. Upon conclusion of the sixty (60) day period or such earlier time as the parties may agree the parties shall participate in Garden City, New York for an arbitration proceeding in accordance the with AAA's then current policies and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")procedures. The parties agree that the arbitration proceedings shall be conducted before three arbitrators. Additionally, in New Jersey at the offices of AAA or such other place in New York as the parties agree that prior shall mutually agree. The arbitrator shall be empowered to impose sanctions and take such other actions as the arbitrator deems necessary to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information same extent a judge could do pursuant to detailed demands therefor, the New York Rules of Civil Procedure and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldapplicable law. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree Judgment upon the decision award rendered by the arbitrators arbitrator may be entered in any court of competent having jurisdiction. Each party required Unless the termination is decided by the arbitrator to participate be appropriate, Proformix shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs liable to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationExecutive for damages for wrongful termination.

Arbitration. All disputes Except with respect to equitable remedies provided herein, including, without limitation, injunction relief, all claims, demands, disputes, controversies, differences or controversies (whether misunderstandings arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and Agreement, or the transactions contemplated hereby failure or refusal to perform the whole or any part thereof, shall be decided referred to and finally resolved by arbitration to be administered by the American Arbitration Association (the "AssociationAAA") ), in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American its Commercial Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association Rules then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes obtaining (the "ProceduresAAA Rules"). The parties agree that the arbitration shall be conducted before three arbitratorsone arbitrator to be selected by agreement of the parties or, if no agreement can be reached, in accordance with the AAA Rules. AdditionallyThe arbitration shall be conducted using the English language for all purposes. Either party hereto may initiate the arbitration by serving a written demand for arbitration on the other party, which demand shall contain a description of the nature of the dispute. All hearings of the arbitration shall take place in Orange County, California, United States of America. The initial fees and costs of the arbitration shall be borne equally and paid timely by each party hereto. Failure by a party to pay said fees and costs to the AAA timely shall constitute a material default under this Agreement. The award shall be final and binding upon the parties, and the parties agree that prior to be bound by the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 terms of the Procedures is heldaward and to act accordingly. The decision of a majority of the arbitrators shall be binding judgment upon all parties, and a judgment or decree upon the decision rendered by the arbitrators any award may be entered in and enforceable by any court of competent jurisdiction. Each having jurisdiction over the party required to participate shall be responsible for its against whom the award has been rendered or his pro rata share wherever the assets of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators party are located. Any award shall be authorized to award legal include reasonable attorney's fees and costs to the prevailing party, based upon their consideration and attorney's fees and costs shall also be recoverable in any action to enforce the award. The parties hereto, and each of them, hereby submit themselves to the jurisdiction of the merits state courts of the claims, State of California and the merits United States Federal District Court in California in any proceeding for the enforcement of the defensesaward rendered by the arbitrator, and agree that judgment upon such award may be entered in any court, in or out of the results obtained State of California, having jurisdiction thereof. The arbitrator shall rule in accordance with the laws of California, without giving effect to the rules of conflict of laws thereof. The parties to the proceeding shall have reasonable rights of discovery in accordance with the Civil Rules of Federal Procedure used in the United States District Court. Nothing contained herein shall prevent either party from applying to any court of law in order to obtain injunctive relief or any equivalent remedy, against any other party, in order to restrain the arbitrationbreach of any restrictive covenants pursuant to this Agreement.

Arbitration. All disputes (a) Any controversy or controversies claim between the parties to this Agreement (whether other than any dispute which arises out of law or factrelates to infringement, validity and/or enforceability of the XOMA Patent Rights or the AFFIMED Patent Rights) arising out of any nature whatsoever arising from or relating to this Agreement and or the transactions contemplated hereby breach thereof shall be decided finally determined by the American Arbitration Association (the "Association") arbitration in New York, in accordance with the rules and regulations International Arbitration Rules of the AssociationInternational Centre for Dispute Resolution (“ICDR”) or other rules agreed to by the parties involved in the dispute, except that either party by a panel of three neutral arbitrators (at least two of whom who shall have significant experience in the right biotechnology industry), who shall be selected by the parties involved in accordance with Section 18 hereof 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 seek equitable relief independentlythe New York Convention on enforcement of arbitral awards. Insofar as it applies, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation United States Arbitration Act shall govern the interpretation of, any of enforcement of, and proceedings pursuant to the terms and conditions of arbitration clause in this Agreement. In Except insofar as the event a dispute or controversy arisesUnited States Arbitration Act applies to such matters, either party may submit the dispute agreement to arbitrate set forth in this Section 10.13 shall be construed, and the American Arbitration Association in Garden City, New York for arbitration legal relations among the parties shall be determined in accordance with and subject to with, the rules substantive laws of the American Arbitration Association then in effectState of New York. (c) The panel shall render its decision and award, and specificallyincluding a statement of reasons upon which such award is based, the Supplementary Procedures for Large, Complex Disputes within thirty (the "Procedures"). The parties agree that 30) days after the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldhearing. The decision of a the panel shall be determined by majority of vote among the arbitrators arbitrators, shall be in writing and shall be binding upon all partiesthe parties involved in the dispute, final and a judgment or decree non-appealable. Judgment upon the decision award rendered by the arbitrators 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 competent jurisdiction. Each party required the XOMA Patent Rights or the AFFIMED Patent Rights, no action at law or in equity based upon any dispute that is subject to participate arbitration under this Section 10.13 shall be responsible for instituted. (e) The arbitral panel shall have the authority to award, in its discretion, part or his pro rata share all the expenses of any arbitration pursuant to this Section 10.13, including fees and expenses of the prevailing party’s attorneys, fees and costs expenses of arbitrationthe arbitrators, including, but not limited to, and fees and expenses of any witness or the cost of a full stenographic record any proof produced at the request of the proceedings which the parties hereby agree in advance will be required; providedarbitrators, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes If the parties are not successful in resolving a Dispute, or controversies (whether of law or factarbitration proceedings are commenced in accordance with Section 9(l)(ii) of any nature whatsoever arising from or relating to this Agreement and above, then the transactions contemplated hereby Dispute shall be decided resolved by the American Arbitration Association (the "Association") binding arbitration conducted by three arbitrators in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Commercial Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Rules of the American Arbitration Association then as in effect, effect from time to time as modified by the terms hereof (the “Arbitration Law”). Either party may initiate final resolution of the Dispute by delivering a written demand for arbitration to the other party. Each party shall notify the other party of its appointment of one neutral arbitrator within seven days after receipt of such written demand for arbitration and specificallythe third neutral arbitrator shall be appointed by a court of competent jurisdiction in Texas. Each of the three arbitrators shall function as an arbitrator without any one of them having more authority than the other two. If such arbitrator appointments are not made within said time periods, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration arbitrators shall be conducted before three arbitratorsselected by a court of competent jurisdiction in Texas. All arbitrators must be attorneys with experience in law relating to investment funds. Further, no arbitrator may be a current or former client or employee of any party or an attorney that has provided legal advice to any party within the preceding twelve months, nor may an arbitrator be a current or former employee of a direct competitor of any of the parties. Additionally, the parties agree that prior to their assumption of duties as an arbitrator, all arbitrators must sign an oath of neutrality in customary form. If requested by either party, the conduct arbitration award shall set forth findings of hearings, they will cooperate fact and conclusions of law upon which the award is based in the exchange same manner as a judgment from a court of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree Texas. Judgment upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of award rendered by the arbitrators shall be binding upon all parties, the parties and a judgment or decree upon the decision rendered by the arbitrators may be entered in by any court having jurisdiction thereof. The place of competent jurisdiction. Each party required to participate arbitration shall be responsible for its or his pro rata share Dallas, Texas, unless the parties mutually agree otherwise. The language of the arbitration shall be English. The arbitrators may allocate against the losing party all reasonable attorneys’ fees and costs of arbitration, including, but not limited to, arbitration including the cost of a full stenographic record fees of the proceedings which arbitrators and any other costs described herein so long as such arbitrators direct in the award that any such costs shall not be taxable in the courts of Texas. The parties hereby agree in advance will that a party’s remedies under this arbitration procedure may be required; providedinadequate and that, howevernotwithstanding this clause (iii), that the arbitrators such aggrieved party shall be authorized entitled to award legal fees seek injunctive relief. The institution and costs maintenance of an action to the prevailing party, based upon their consideration obtain or enforce equitable remedies shall not constitute a waiver of the merits right of any party including the claims, plaintiff to submit the merits of the defenses, and the results obtained from the controversy or claim to arbitration.

Arbitration. All disputes (a) Without limiting Company's right to seek injunctive relief as described in Paragraph 11, in the event of a disagreement or controversies (whether of law or fact) of any nature whatsoever arising from or relating dispute between Company and Employee related to this Agreement Agreement, the matter will be finally settled in Los Angeles, California by arbitration by a single arbitrator (unless the parties cannot agree on such arbitrator in which case each party will select an arbitrator and the transactions contemplated hereby two arbitrators so selected shall be decided by select the American Arbitration Association (the "Association"third arbitrator) in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to proceeding conducted under the rules of the American Arbitration Association then or any similar successor body, the arbitrator also apportioning the costs of the arbitration. The decision of the arbitrator(s) in effectwriting shall be final and binding upon the parties and will not be subject to appeal. If either party fails to abide by such decision, the other party may seek the order of any federal or state court having jurisdiction thereof which shall enter judgment on the decision of the arbitrator(s), and specificallythe party so failing to abide shall be responsible for the payment of the expenses of the court proceeding and all resulting enforcement expenses, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")including actual attorneys' fees. The parties agree that the to use their best efforts to complete any arbitration hereunder expeditiously. (b) The prevailing party in any arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior entitled to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible reimbursed for its or his pro rata share of the attorneys fees and costs in connection with the pursuit of such arbitration, including, but subject to the following limitation: such reimbursement shall not limited to, exceed the cost of a full stenographic record total attorneys fees and costs incurred by whichever of the proceedings which two parties to such arbitration has the parties hereby agree lesser aggregate attorneys fees and costs. By way of example, if Employee brings an arbitration against Company and Company prevails in advance will be required; providedsuch arbitration, however(thus entitling Company to reimbursement of attorneys fees and costs), that the arbitrators shall be authorized to award and if Employee's legal fees and costs amount to the prevailing party$50,000 and Company's legal fees and costs amount to $85,000, based upon their consideration Company's recovery of the merits of the claims, the merits of the defenses, legal fees and the results obtained from the arbitrationcosts against Employee in such instance shall be limited to $50,000.

Arbitration. All disputes or controversies (whether of law or fact) In the event of any nature whatsoever dispute, controversy, disagreement, breach or claim arising from out of or relating to this Agreement and or interpretation of any of the transactions contemplated hereby provisions, the same shall be decided submitted, for resolution, to final and binding arbitration in accordance with the following procedures: The parties shall first attempt to mediate the matter(s). If the matter(s) has not been satisfactorily resolved (or waived), within thirty (30) days after written notice by either party to the other requesting mediation, then the matter shall be referred to arbitration for resolution under the then commercial arbitration rules of the American Arbitration Association (the "Association"“A.A.A.”) in accordance with and the rules and regulations decision of the Association, except that either party arbitrator shall be final and binding on the parties. The parties shall have the right in accordance with Section 18 hereof to seek equitable relief independentlyselect the arbitrator. If the parties are unable to agree upon an arbitrator within thirty (30) days following a notice of initiating arbitration to the other party, includingthen the arbitrator shall be appointed by the A.A.A. Each party shall be responsible for the filing fee and the arbitrator’s fee; and otherwise, each party shall be responsible for its own costs and expenses, including but not limited to, temporary restraining orderstravel, provisional and/or permanent injunctive reliefconsultants, specific performance depositions, witnesses and attorneys’ fees and disbursements. The arbitrator shall be authorized to only interpret and apply the provisions of this Agreement or any other equitable remedy as may be appropriate related agreements entered into under this Agreement and shall have no power or authority to enforce modify or prevent the violation of, change any of the terms and conditions of above in any manner. The arbitrator shall have no authority to award punitive or speculative damages or any damages inconsistent with this Agreement. In addition to monetary award, the event a dispute or controversy arisesarbitrator shall be empowered to award equitable relief, either party may submit the dispute to the American Arbitration Association in Garden Cityincluding an injunction and specific performance of any obligation under this Agreement. The arbitrator shall, New York for arbitration in accordance with and subject to the rules within thirty (30) days of the American Arbitration Association then conclusion of the hearing, unless such time is extended by mutual agreement, notify the parties in effectwriting of his/her decision, stating the reasons for such decision and specifically, separately listing the Supplementary Procedures for Large, Complex Disputes (the "Procedures")findings of fact and conclusions of law. The parties agree that the arbitration shall be conducted before three arbitrators. Additionallyin Los Angeles, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforCalifornia, and such other discovery as they may agree upon or shall be governed by the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 laws of the Procedures is held. The State of California, and the decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators arbitrator may be entered in any court of competent jurisdiction. Each Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the non-prevailing party required to participate or shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to recovered by the prevailing party, based upon their consideration of the merits of the claimsas applicable, the merits of the defenses, and the results obtained from the arbitrationin any final judgment or arbitration award.

Arbitration. All disputes If there is any dispute arising out of this Submission Agreement, including a dispute about the validity, operation, meaning or controversies breach hereof (whether of including, for example, if Recipient Parties should determine that Recipient Parties has the right to use the Material without entering into a further agreement with Writer, and Writer disagrees with Recipient Parties’ determination), the dispute between the parties (the “Dispute”) shall be submitted to final and binding arbitration, which shall constitute the sole dispute resolution mechanism hereunder and Writer irrevocably waives any rights to seek other relief at law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby equity. The arbitration shall be decided controlled by the American terms of this agreement, on an individual and not class basis only, and any award favorable to Writer shall be limited to the fixing of compensation for Company’s use of the submitted Material, which shall bear a reasonable relation to compensation normally paid to persons of Writer’s present stature and experience for Company’s use of similar material. The arbitration shall be initiated and conducted according to the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Association Rules and Procedures, except as modified herein and except that the arbitrator shall be an arbitrator experienced in the entertainment industry and licensed to practice law in California or a retired judge, including the Optional Appeal Procedure at the Los Angeles office of JAMS or its successor (“JAMS”) in effect at the time the request for arbitration is made (the "Association") “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the rules Arbitration Rules. The arbitrator shall follow California law and regulations the Federal Rules of Evidence in adjudicating the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")Dispute. The parties agree that waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration shall be conducted before three arbitratorsaward and admissible in any judicial proceeding to confirm, correct or vacate the award. Additionally, Unless the parties agree that prior to otherwise, the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators neutral arbitrator shall be binding upon a former or retired judge or justice of any California state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all partiesof its obligations under the final arbitration award within thirty (30) days of such award being rendered, and a judgment or decree upon then the decision rendered by other party may enforce the arbitrators may be entered final award in any court of competent jurisdictionjurisdiction in Los Angeles County. Each The party required to participate seeking enforcement of any arbitration award shall be responsible for its or his pro rata share entitled to an award of all costs, fees and expenses, including attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. The parties shall maintain the confidential nature of the fees arbitration proceeding and costs the award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, the enforcement of arbitrationan award, or a judicial challenge to an award, or unless otherwise required by law or judicial decision. Writer understands that Writer’s sole remedy in any arbitration or any other proceeding relating to this Submission Agreement or the Material is money damages; in particular, Writer expressly waives the right to seek any other relief at law or equity (including, but not limited towithout limitation, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs injunctive relief) with respect to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationMaterial or this Submission Agreement.

Arbitration. All disputes Subject to Section 17 above, any dispute, claim, controversy or controversies cause of action, in law (whether but not in equity), directly or indirectly relating to or arising out of or related to this Agreement, the termination or validity hereof, including the determination of the scope or applicability of this agreement to arbitrate, or the employment relationship, shall, to the fullest extent permitted by law, be exclusively determined by final, binding and confidential arbitration in Wilmington, Delaware conducted by JAMS, Inc. (“JAMS”), or its successor, pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect as of the Effective Date (as defined in the Employment Agreement). If Employee files a demand for arbitration hereunder, Employee shall not be required to pay the cost of the filing fees in excess of the amount Employee would be required to pay to commence a comparable action in the applicable state or federal courts of Delaware and the Company shall be responsible for the payment of any excess. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with Delaware law, the arbitrators shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The arbitrator shall, in their award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail. The award in the arbitration shall be final and binding. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1–16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrator will have the same, but no greater, remedial authority than would a court of law (except that the arbitrator shall not have the power or factauthority to award punitive damages, consequential damages, lost profits or speculative damages to either party). This agreement to resolve any disputes by binding arbitration extends to claims by or against the Company and claims by or against any of its affiliates, and applies to claims directly or indirectly arising under or out of (i) federal, state and local laws, including claims of alleged discrimination on any nature whatsoever basis, or (ii) the common law. In the event of a conflict between this provision and any provision in the applicable rules of JAMS, the provisions of this Agreement will prevail. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company or the other parties to the arbitration, provided that notwithstanding the foregoing, Employee shall be entitled to disclose the existence of, and information and documentation regarding, the claim, controversy or disputes to Employee’s accountants, lawyers and financial and other consultants on a “need to know” basis who are assisting or representing such Employee in connection with the arbitration proceeding. If for any reason this arbitration clause becomes not applicable, then each party, to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding, or counterclaim arising from out of or relating to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate matter involving the parties hereto. Each of the parties hereto agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the City of Wilmington in the State of Delaware in connection with any action brought to enforce or prevent the violation ofan award in arbitration. By initialing below, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.provisions set forth in this Section 18: EMPLOYEE: OPERATING COMPANY: HOLDINGS:

Arbitration. All disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating to this Agreement The Company and the transactions contemplated hereby Executive agree that any dispute arising as to the parties’ rights and obligations hereunder shall, at the election and upon written demand of either party, be submitted to arbitration before a single neutral arbitrator in Orange County, California and shall be decided administered by the American Judicial Arbitration Association Mediation Service (the "Association"“JAMS”) in accordance with the rules pursuant to its Employment Arbitration Rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards or Procedural Fairness (“Rules”), which Rules shall be modified by the rules of arbitrator to the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")extent necessary to comply with applicable law. The parties agree arbitrator shall not have authority to add to, modify, change or disregard any lawful terms of this Agreement or to issue an award that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior is contrary to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldapplicable law. The decision of a majority of the arbitrators arbitrator shall be final and binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered enforceable in any court of competent jurisdiction. Each party required to participate The parties further agree, notwithstanding the foregoing, that (i) except as provided in this Section 12, the Federal Arbitration Act shall be responsible for its or his pro rata share govern the interpretation and enforcement of this Agreement, (ii) the procedural protections and requirements of the fees California Arbitration Act, Section 1280 et seq. of the California Code of Civil Procedure, will apply to any arbitration proceedings hereunder; (iii) the Company shall pay any costs and costs expenses that the Executive would not otherwise have incurred if the dispute had been adjudicated in a court of law, rather than through arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that if either party prevails on a statutory claim that affords the arbitrators shall be authorized to prevailing party an award legal of attorney’s fees, the arbitrator may award reasonable attorney’s fees and costs to the prevailing party, based upon their consideration consistent with applicable law; and (iv) any hearing must be transcribed by a court reporter and any decision of the merits arbitrator must be set forth in writing, consistent with the applicable state or federal law and supported by essential findings of fact and conclusion of law. The provisions of this Section 12 shall survive the claims, termination or revocation of this Agreement. The parties acknowledge and agree that any claims by the merits of the defenses, and the results obtained from the arbitrationExecutive for Worker’s Compensation or unemployment compensation benefits are not covered by this Agreement.

Arbitration. All disputes Any dispute, controversy or controversies claim (whether "Dispute") arising out of law or fact) of any nature whatsoever arising from or relating in relation to this Agreement and Agreement, or the transactions contemplated hereby breach, termination or invalidity thereof, that cannot be settled amicably by the Parties after a good faith discussion to resolve the Dispute by the appropriate officers of the Parties, shall be decided submitted by either Party to arbitration conducted in accordance with the rules then in effect of the American Arbitration Association (the "AssociationAAA") ). Arbitration shall take place in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden CityNewark, New York for arbitration in accordance with Jersey and subject to shall be conducted by three (3) arbitrators, one of whom shall be designated by each Party, and the third selected by the other two (2) arbitrators, all within the time limits established by the then existing rules of the American Arbitration Association then in effect, and specificallyAAA. If the two (2) designated arbitrators are unable to agree upon a third arbitrator by two (2) months after submission of the matter to arbitration, the Supplementary Procedures for Large, Complex Disputes AAA shall select such third arbitrator within three (the "Procedures")3) months of such original submission. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The written decision of a majority of the arbitrators shall be final and binding upon all parties, on the parties and a judgment may be enforced in any court having jurisdiction over the Parties or decree upon the decision their current assets. The award rendered by the arbitrators may shall include the cost of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and in the event of a termination, in whole or in part, a transition procedure, including the performance of transition services by Roche, so as to maintain the value of the assets being transferred to Memory and, to the extent contemplated by Section 16.4, permit Memory to conduct the business being transferred to it. The parties shall be entered entitled to discovery as provided in the Federal Rules of Civil Procedure then in effect in the District of New Jersey. If the issues in dispute involve scientific or technical matters, at least one of the arbitrators chosen hereunder shall have educational training and/or experience sufficient to demonstrate a reasonable level of knowledge in the Field and pharmaceutical drug development. Notwithstanding the preceding provisions of this Article 17, with respect to any breach or threatened breach of this Agreement of Section 15.1, 16.4 or any other provision where a Party would not be appropriately compensated by the payment of money, a party has a right to seek injunctive relief from any court of competent jurisdictionjurisdiction to enjoin such breach or threatened breach and/or to seek specific performance. Each party required In the event of a Dispute, a Party shall have no right to participate shall be responsible for its toll or his pro rata share delay any obligation in this Agreement unrelated to the Dispute as a result of the fees Dispute. By way of example, if Roche owes Memory $5,000,000 and costs claims a $2,000,000 payment is not due by reason of arbitrationbreach of Memory, including, but not limited to, then Roche shall pay the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses$5,000,000, and the results obtained from the arbitrationparties will resolve such $2,000,000 Dispute pursuant to Article 17.

Arbitration. All disputes (a) Any dispute, claim or controversies (whether controversy arising out of, relating to, or in connection with this contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of law the scope or fact) applicability of any nature whatsoever arising from or relating this agreement to this Agreement and the transactions contemplated hereby arbitrate, shall be decided finally determined by arbitration. The arbitration shall be administered by JAMS. If the American disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Association Rules and Procedures (“JAMS Comprehensive Rules”) in effect at the "Association"time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. (b) The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate. (c) The arbitration shall be conducted by one neutral arbitrator unless the parties agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within 30 days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the rules process set forth in JAMS Comprehensive Rule 15. (d) The arbitration award shall be in writing, state the reasons for the award, and regulations be final and binding on the parties. Subject to Section 2(c), the arbitrator may, in the award, allocate all or part of the Associationfees incurred in and costs of the arbitration, except that either party shall have including the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be appropriate to enforce entered by any court having jurisdiction thereof or prevent having jurisdiction over the violation of, any of the terms and conditions of this Agreementrelevant party or its assets. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specificallyNotwithstanding applicable state law, the Supplementary Procedures for Largearbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, Complex Disputes 9 U.S.C. § 1, et seq. (the "Procedures"). e) The parties agree that the arbitration shall be conducted before three arbitrators. Additionallykept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties agree that prior parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of hearingsthe proceeding. The confidentiality obligations shall not apply (i) if disclosure is required by law or applicable legal process, they will cooperate or in judicial or administrative proceedings, or (ii) as far as disclosure is necessary to enforce the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 rights arising out of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationaward.

Arbitration. All disputes In the event the Parties are unsuccessful in their mediation of the Dispute, or controversies (whether if there is any Dispute about the scope of law or fact) the compliance by any Party with the provisions of any nature whatsoever arising from or relating Section 9.12, either Disputing Party may request that the Dispute be settled by arbitration by an arbitrator mutually acceptable to this Agreement and the transactions contemplated hereby shall be decided by Disputing Parties in an arbitration proceeding conducted in the American Arbitration Association (the "Association") City of Houston, Texas in accordance with the rules and regulations of existing at the Association, except that either party shall have the right in accordance with Section 18 date hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effectAssociation. If the Disputing Parties hereto cannot agree on an arbitrator within ten (10) business days of the initiation of the arbitration proceeding, and specifically, an arbitrator shall be selected for the Supplementary Procedures for Large, Complex Disputes (Disputing Parties by the "Procedures")American Arbitration Association. The parties agree that Disputing Parties shall use their reasonable best efforts to have the arbitral proceeding concluded and a judgment rendered by the arbitrator within forty (40) business days of the initiation of the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldproceeding. The decision of a majority of the arbitrators such arbitrator shall be binding upon all partiesfinal, and a judgment or decree upon the decision award rendered by the arbitrators arbitration may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenseshaving jurisdiction thereof, and the results obtained from costs (including, without limitation, reasonable fees and expenses of counsel and experts for the Disputing Parties) of such arbitration (including the costs to enforce or preserve the rights awarded in the arbitration) shall be borne by the Disputing Party whom the decision of the arbitrator is against. If the decision of the arbitrator is not clearly against one of the disputing Parties or the decision of the arbitrator is against more than one Disputing Party on one or more issues, the costs of such arbitration shall be borne equally by the Disputing Parties. Notwithstanding the foregoing, Buyer may apply to any court of competent jurisdiction for injunctive relief under Sections 7.1 or 8.6 without breach of this Section 9.12 and this Section 9.12 shall be of no force and effect with respect to such applicant for injunctive relief only.

Arbitration. All disputes or controversies If the Chief Executive Officers (whether or, if none, highest-ranking executive officers) are unable to resolve the dispute in accordance with Section 14.1, either Party will have the right to have the dispute resolved by binding arbitration, initiated by either Party on [*] Business Days notice to the other party following expiration of the [*] day period referenced above (such notice, the “Initiation Notice”), under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then pertaining, except where those rules conflict with this provision, in which case this provision controls, applying the laws of the State of New York, without regard to its conflicts of law or factprovisions, before three (3) of any nature whatsoever arising from or relating independent, neutral arbitrators experienced in the pharmaceutical industry and manufacturing relationships in such industry. Cempra and FFFC shall each be entitled to this Agreement and select one (1) such arbitrator, with the transactions contemplated hereby shall be decided by two (2) such arbitrators so selected selecting the American Arbitration Association third (3rd) such arbitrator. In the "Association") event either Party fails to select its arbitrator in accordance with the rules and regulations foregoing within [*] Business Days of the AssociationInitiation Notice, except that either party the arbitrator selected by the other Party within such [*] Business Day period shall have be entitled to select such arbitrator, and, to the right in accordance with Section 18 hereof to seek equitable relief independently, including, but extent all three such arbitrators are not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any selected within [*] Calendar Days of the terms and conditions Initiation Notice, such arbitrators shall be appointed by the International Court of this AgreementArbitration of the ICC. In the event a dispute or controversy arises, either party may submit the dispute Prior to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct commencement of hearings, they will cooperate in the exchange each of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 appointed must provide an oath of the Procedures is heldundertaking of impartiality. The decision of a majority of the arbitrators shall will be final and binding upon all partieson the Patties, and a judgment or decree upon the decision award or determination rendered by the arbitrators may be entered and enforced in any court of competent jurisdiction. Each party required to participate The arbitration shall be responsible for conducted in English, and the place of arbitration shall be New York, New York, USA. Each Party shall bear its or his pro rata own expenses and an equal share of the reasonable, documented expenses of the arbitration panel and any fees and costs of required by ICC to submit such matter to arbitration, including, but not limited to, unless the cost of a full stenographic record of panel determines that any such fees or expenses are to be paid by the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the non-prevailing party, based upon their consideration of the merits of the claims, the merits of the defensesParty, and the results obtained from Parties hereby agree that the arbitrationpanel shall be entitled and empowered to make such a determination.

Arbitration. All disputes (a) In the event that the Senior Executives are unable to resolve any dispute, controversy or controversies (whether claim between the Parties referred to them pursuant to Section 12. 1, such dispute shall at the request of law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall either Party, be decided finally settled by the American Arbitration Association (the "Association") binding arbitration in accordance with the rules and regulations then current Rules of Arbitration of the AssociationInternational Centre for Dispute Resolution. (b) The arbitration panel shall consist of three (3) arbitrators, except that each of whom must have legal or business experience in pharmaceutical licensing matters. The arbitrators are to be selected as follows, within thirty (30) days following receipt of notice from either party shall have the right Party of a request to arbitrate in accordance with Section 18 hereof to seek equitable relief independently12.2(a): Otsuka shall nominate one (1) such qualified arbitrator; MethylGene shall nominate one (1) such qualified arbitrator; and the two arbitrators so nominated shall nominate a third such qualified arbitrator, includingwho shall be the presiding arbitrator. (c) The arbitrators shall set a date for a hearing, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may which shall be appropriate to enforce or prevent no later than thirty (30) days after the violation of, any appointment of the terms and conditions of this Agreementthird arbitrator. In the event a dispute or controversy arises, either party may submit The arbitrators shall use their best efforts to rule on the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes within thirty (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances 30) days after the Preliminary Hearing described in Section 4 completion of the Procedures is heldsuch hearing. The decision of a majority of Any award rendered by the arbitrators shall be final and binding upon all parties, and a judgment or decree the Parties. Judgment upon the decision any award rendered by the arbitrators may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of competent jurisdiction. Each party required to participate the award and an order of enforcement, as the case may be. (d) The place of arbitration shall be responsible for its or his pro rata share San Francisco, California and the language of the fees and costs arbitration shall be English. (e) Each Party shall pay its own expenses of arbitration, including, but not limited to, and the cost expenses of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be equally shared between the Parties unless the arbitrators assess as part of their award all or any part of the arbitration expenses of a Party or Parties (including, without limitation, reasonable attorneys’ fees) against the other Party or Parties, as the case may be. (f) Except as otherwise provided in this Agreement, the arbitration procedure set forth in this Section 12.2 shall be the sole and exclusive means of settling or resolving any dispute subject to resolution pursuant to this Section 12.2. This Section 12.2 shall not prohibit a Party from seeking injunctive or other equitable relief from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by the other Party which would cause irreparable harm to the first Party, or from bringing any action in aid of arbitration. (g) Notwithstanding the foregoing, with respect to any dispute related to the necessity of a license to intellectual property from a Third Party, in the event the Senior Executives are unable to resolve the matter within thirty (30) days after referral, such dispute shall be submitted to arbitration in accordance with this Section 12.2; provided that, to expedite any such arbitration, the arbitral tribunal shall be composed of a single arbitrator mutually agreed by the Parties who will be authorized to award legal fees and costs determine the procedural rules of such arbitral tribunal with the intention that the tribunal be able to resolve the prevailing party, based upon their consideration of disputed matter within no more than sixty (60) days following the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationnotice to arbitrate.

Arbitration. All disputes (a) Any dispute, controversy or controversies (whether of law or fact) of any nature whatsoever claim arising from out of, in connection with or relating to this Agreement (or the interpretation, breach, termination or validity thereof) shall be resolved through arbitration. A dispute may be submitted to arbitration upon the request of either Party with written notice to the other (the “Arbitration Notice”). (b) The arbitration shall be conducted in Hong Kong and administered by the Hong Kong International Arbitration Centre (the “HKIAC”) under the UNCITRAL Arbitration Rules in force at the time of the initiation of the arbitration. There shall be three (3) arbitrators. The claimants to the dispute shall collectively choose one arbitrator, and the transactions contemplated hereby respondents shall collectively choose one arbitrator, within thirty (30) days after the delivery of the Notice to the other Party. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their appointment. If any of the members of the arbitral tribunal have not been appointed within thirty (30) days after the Arbitration Notice is given, the relevant appointment shall be decided made by the American Secretary General of the HKIAC. The arbitration shall be conducted in the English language. (c) Each Party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any doctrine of legal privilege or any confidentiality obligations binding on such Party. (d) The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal. (e) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Agreement. (f) The award of the arbitration tribunal shall be final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. (g) Either Party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal. (h) The Parties to this Agreement as well as the parties to the other Basic Documents are bound by this arbitration agreement, each to each other, provided they have signed this Agreement, any of the other Basic Documents or any other contract that incorporates this clause by reference (together the “Arbitration Association Agreement”). (i) The Parties to this Arbitration Agreement agree to the "Association") consolidation of arbitrations in accordance with the rules provisions of this Section 12.10. (i) In the event of two or more arbitrations having been commenced under the Arbitration Agreement, the tribunal in the arbitration first filed (the “Principal Tribunal”) may in its sole discretion, upon the application of any Party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (1) there are issues of fact and/or law common to the arbitrations, (2) the interests of justice and regulations efficiency would be served by such a consolidation, and (3) no prejudice would be caused to any Party in any material respect as a result of such consolidation, whether through undue delay or otherwise. Such application shall be made as soon as practicable and the Party making such application shall give notice to the other Parties to the arbitrations. (ii) The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the Parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly. All Parties shall take such steps as are necessary to give effect and force to any orders of the AssociationPrincipal Tribunal. (iii) If the Principal Tribunal makes an order for consolidation, it: (1) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (2) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (3) may also give such directions as it considers appropriate (i) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 12.10); and (ii) to ensure the proper organization of the arbitration proceedings and that all the issues between the Parties are properly formulated and resolved. (iv) Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except that either party for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the right date of the consolidation order. Such cessation is without prejudice to (1) the validity of any acts done or orders made by such arbitrators before termination, (2) such arbitrators’ entitlement to be paid their proper fees and disbursements and (3) the date when any claim or defense was raised for the purpose of applying any limitation period or any like rule or provision. (v) The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent 12.10 where such objections are based solely on the violation of, any fact that consolidation of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationsame has occurred.

Arbitration. All The parties shall attempt to resolve any disputes they may have in good faith. Any disputes which cannot be resolved informally between the parties shall be submitted to final and binding arbitration in San Joaquin County, California. A party seeking to arbitrate a dispute arising out of this Agreement must notify the other party in writing of its intent to arbitrate any claim for breach or controversies (whether enforcement of any provision of this Agreement within the time specified by the applicable statute of limitations for institution of legal or equitable proceedings in a court of law based on such claim. In no event shall notice be given after the date provided for in the statute of limitations. Notification to the other party of a written request for arbitration shall comply with Section 18 governing Notices. Any such timely and properly noticed claim for breach or fact) enforcement of any nature whatsoever arising from or relating to provision of this Agreement and the transactions contemplated hereby shall be decided by submitted to binding arbitration through the American Judicial Arbitration Association and Mediation Services, Inc. (the "Association"“JAMS”) in accordance with the rules Rules and regulations of the AssociationProcedures relating to employment disputes, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independentlywhich may be found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/files/Uploads /Documents/JAMS- rules/JAMS_employment_arbitration_rules-2014.pdf. , including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy excepting such Rules as may be appropriate in conflict with federal or California law. Within ten (10) business days after notice of a dispute subject to enforce or prevent arbitration is given, the violation ofparties shall select an arbitrator. If the parties fail to select an arbitrator within the designated period, any then on the request of either party, JAMS shall select the arbitrator. Employer shall pay the arbitrator’s fees and expenses unless applicable law allows the parties to share the arbitrator’s fees and expenses, in which event the Employer and Employee shall each pay 50% of the terms arbitrator’s fees and conditions of this Agreementexpenses. In the event a dispute or controversy arises, that either party may submit the dispute to the American Arbitration Association in Garden Cityseeks injunctive relief, New York for consistent with this arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration clause such relief shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information sought pursuant to detailed demands thereforCalifornia Code of Civil Procedure sections 1281.8 and 527, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldany successor statutes. The decision of a majority of the arbitrators arbitrator shall be binding upon all parties, final and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defensesconclusive, and the results obtained from parties waive the arbitrationright to a trial de novo or appeal excepting only for the purpose of enforcing the arbitrator’s decision or as otherwise may be required by law. The parties expressly intend to arbitrate disputes between them. Therefore, this arbitration clause shall be construed so as to be consistent with applicable federal and California law, and to be enforceable to the maximum extent allowable by law. If necessary, any portion of this clause that is unenforceable by law shall be stricken, and the arbitrator or the court, as the case may be, shall have the power to reform this clause to the extent necessary to comply with applicable law and to give effect to the parties’ intent that they shall arbitrate their disputes.

Arbitration. All Any dispute (except for (a) patent and trademark disputes or controversies described in Section 15.3 and (whether b) disputes within the decision making authority of law or factthe JDC as set forth in this Agreement) between the Parties that is not resolved by negotiation and/or escalation pursuant to Sections 15.1 shall, upon the submission of a written request by either Party to the other Party, be resolved exclusively by binding arbitration in California, U.S., before one (1) neutral arbitrator, unless either Party promptly requests a three (3)-person panel of arbitrators, in which event the three arbitrators shall be used. Any arbitration proceedings shall be conducted in accordance with the Rules of the American Arbitration Association, except to the extent that such rules are inconsistent with this Agreement, and shall be conducted in the English language. In the event of arbitration by three arbitrators, each Party shall select a neutral arbitrator, and shall notify the other Party of its selection of such arbitrator within thirty (30) days after receipt by one Party of the other Party's written request for binding arbitration. The two arbitrators shall then mutually select a third neutral arbitrator in accordance with the Rules of the American Arbitration Association. Each arbitrator shall be free of any nature whatsoever arising from or relating to subject matter conflict and conflict with a Party. The arbitrator(s) shall resolve the dispute in accordance with this Agreement and the transactions contemplated hereby substantive laws (without regard to conflict-of-law and choice-of-law principles thereof, and excluding the rules of procedure) of the State of California, U.S. The decision of the arbitrator(s) shall be decided final and shall be fully and irrevocably accepted by the American Arbitration Association (the "Association"Parties. The arbitrator(s) in accordance with the rules are empowered to award interim and regulations of the Associationfinal injunction and equitable relief but, except that either party shall have as expressly set forth in this Agreement, the right in accordance with Section 18 hereof arbitrator(s) are not empowered to seek equitable relief independentlyaward treble, includingpunitive, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance exemplary or any other equitable remedy as may be appropriate damages in excess of compensatory damages, and each Party irrevocably waives any claim to enforce or prevent the violation of, any recover such damages. The final award of the terms arbitrator(s) shall be the sole and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules exclusive remedy of the American Arbitration Association then in effectParties, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered enforceable in any court of competent jurisdiction. Each party required to participate The Parties agree that they shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, equally the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees arbitration filing and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenseshearing fees, and the results obtained from cost of the arbitrationarbitrator(s). Each Party shall bear its own attorneys' fees and expert fees and all associated costs and expenses, provided that the arbitrator(s) may award attorneys' fees to the Party deemed by the arbitrator(s) to be the Party substantially prevailing in the proceeding.

Arbitration. All disputes (a) Any dispute, controversy or controversies (whether claim arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and or any contract or agreement entered into pursuant hereto or the transactions contemplated hereby performance by the parties of its or their terms shall be decided settled by the American Arbitration Association (the "Association") binding arbitration held in Atlanta, Georgia in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Commercial Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Rules of the American Arbitration Association then in effect, except as specifically otherwise provided in this Section 15.1. The interpretation and specificallyenforceability of this Section 15.1 shall be governed exclusively by the Federal Arbitration Act, 9 U.S.C. (S) 1-16. (b) If the Supplementary Procedures matter in controversy (exclusive of attorney fees and expenses) shall appear, as at the time of the demand for Largearbitration, Complex Disputes to exceed $100,000, then the panel to be appointed shall consist of three neutral arbitrators; otherwise, one neutral arbitrator. (c) The arbitrator(s) shall allow such discovery as the "Procedures"arbitrator(s) determine appropriate under the circumstances and shall resolve the dispute as expeditiously as practicable, and if reasonably practicable, within one hundred twenty (120) days after the selection of the arbitrator(s). The arbitrator(s) shall give the parties agree that written notice of the decision, with the reasons therefor set out, and shall have thirty (30) days thereafter to reconsider and modify such decision if any party so requests within ten (10) days after the decision. Thereafter, the decision of the arbitrator(s) shall be final, binding, and nonappealable with respect to all persons, including (without limitation) persons who have failed or refused to participate in the arbitration process. (d) The arbitrator(s) shall be conducted before three arbitrators. Additionallyhave authority to award relief under legal or equitable principles, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforincluding interim or preliminary relief, and such other discovery as they may agree upon or to allocate responsibility for the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 costs of the Procedures arbitration and to award recovery of attorneys' fees and expenses in such manner as is held. The decision of a majority of determined to be appropriate by the arbitrators shall be binding upon all parties, and a judgment or decree arbitrator(s). (e) Judgment upon the decision award rendered by the arbitrators arbitrator(s) may be entered in any court having in personam and subject matter jurisdiction. (f) All proceedings under this Section 15.1, and all evidence given or discovered pursuant hereto, shall be maintained in confidence by all parties. (g) The fact that the dispute resolution procedures specified in this Section 15.1 shall have been or may be invoked shall not excuse any party from performing its obligations under this Agreement and during the pendency of competent jurisdictionany such procedure all parties shall continue to perform their respective obligations in good faith, subject to any rights to terminate this Agreement that may be available to any party. (h) All applicable statutes of limitation shall be tolled while the procedures specified in this Section 15.1 are pending. Each party The parties will take such action, if any, required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationeffectuate such tolling.

Arbitration. All disputes Both Parties hereby agree on behalf of themselves and any persons claiming by or controversies through them that any dispute, except insofar as such dispute is an Exempted Dispute (whether as defined below) arising out of law or fact) in connection with the execution, interpretation, performance, or nonperformance of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall be decided solely and finally settled by the American Arbitration Association (the "Association") binding arbitration in accordance with the rules and regulations International Arbitration Rules of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to effect on the rules Effective Date of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes this Agreement (the "Procedures"“Rules”). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that in the arbitrators event of conflict between the Rules and the terms of this Agreement, the terms of this Agreement shall govern. The sole location and venue of arbitration shall be authorized 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 (ii) 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 the power to allocate the fees and costs to expenses of the prevailing partyarbitration, including the Parties’ legal expenses, in such manner as the arbitrator deems equitable based upon their consideration of on the decision on the merits of the claimscase. For the purposes of this Section 8.10, an “Exempted Dispute” means (i) any dispute involving any right or claim regarding any infringement, threatened or alleged infringement, right to, title to or ownership of, or 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 obligations under this Agreement, or (iii) any legal proceeding threatened, initiated or brought by a third party against both Parties or either Party, or any cross-claim or third-party claim in such third party’s legal proceeding by either Party against the other Party. Except where clearly prevented by the area in dispute, the merits of Parties agree to continue to perform their obligations under this Agreement while the defenses, dispute is being resolved unless and the results obtained from the arbitrationuntil this Agreement expires or its terminated in accordance with its terms.

Arbitration. All disputes (a) Any claim or controversies (whether of law or fact) of any nature whatsoever dispute arising from under or relating to this Agreement and Agreement, including disputes related to the transactions contemplated hereby validity, interpretation or enforcement of any provision this Agreement, shall be decided finally settled under the JAMS Comprehensive Arbitration Rules and Procedures by a panel of three arbitrators, unless the American Arbitration Association parties otherwise mutually agree to a panel of one arbitrator (the "Association"“Panel”). Should the parties agree to a panel of three arbitrators, Buyer and Seller shall each select one arbitrator to represent them, and such two arbitrators together shall select a third arbitrator for the proceedings. The place of arbitration shall be San Mateo, California. The arbitration shall be conducted in the English language. (b) in accordance with The Panel shall render an award within one (1) month from the rules and regulations date of the Associationappointment of the Panel, except unless Buyer and Parent otherwise agree in writing or the Panel determines that either party an extension is necessary. The arbitral award shall have be in writing, state the right in accordance with Section 18 hereof reasons for the award, and be final and binding upon, and non-appealable by, the parties to seek this Agreement. To the extent as would be permitted under the JAMS Comprehensive Arbitration Rules and Procedures, the Panel shall be empowered to grant default and/or summary judgments. In addition to monetary damages, the Panel shall be empowered to award equitable relief independentlyrelief, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, an injunction and specific performance or of any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of obligation under this Agreement. In Notwithstanding the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specificallyforegoing, the Supplementary Procedures for Largeparties agree that any of them may seek equitable relief, Complex Disputes including, but not limited to, an injunction and specific performance of any obligation under this Agreement from any court of competent jurisdiction, but that the final resolution of any disputes will be settled solely by the Panel. (the "Procedures"). c) The parties agree that the arbitration shall be conducted before three arbitrators. Additionallykept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the Panel, the parties agree that prior parties, their counsel and any Person necessary to the conduct of hearingsthe proceeding, they will cooperate except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by the rules of any other quotation system or exchange on which the disclosing party’s securities are listed or applicable Law. (d) The parties agree not to assert (by way of documentsmotion, exhibits and information pursuant as a defense or otherwise), in any such dispute that any claim arising out of, relating to, or in connection with the interpretation or performance of this Agreement is not subject to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 jurisdiction of the Procedures is held. The decision of a majority of the arbitrators shall Panel or that this Agreement may not be binding upon all parties, and a judgment or decree upon the decision rendered enforced by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationPanel.

Arbitration. All disputes Except for any action for specific performance, any controversy or controversies (whether claim arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and Agreement, or the transactions contemplated hereby breach or the validity thereof shall be decided settled by final and binding arbitration in accordance with the most current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "ProceduresAAA"). The parties agree that the arbitration shall be conducted before by a tribunal of three arbitrators(3) arbitrators (the "Tribunal"). AdditionallyEach party shall appoint an arbitrator within ten (10) days from the filing of the Demand and Submission in accordance with Paragraph 7 of the Rules and the two (2) arbitrators shall jointly appoint the third arbitrator, within fifteen (15) days from their appointment, in accordance with Paragraph 7 of the Rules. 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 period, the third arbitrator shall be appointed by the AAA in accordance with Paragraph 15 of the Rules. The place of arbitration shall be Alexandria, 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 agree that prior may agree. The law applicable to the conduct of hearings, they will cooperate in arbitration procedure shall be the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery Federal Arbitration Act (the "Act") as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 supplemented by any law of the Procedures place of arbitration which is heldnot inconsistent with the Act. The decision of a majority the Tribunal (the "Award") shall be made within ninety (90) days of the arbitrators 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 30 of this Agreement, 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 extent permitted under the terms of the Agreement, the remedy of specific performance. The Award shall be final and binding upon all on the parties, and a judgment or decree . Judgment upon the decision rendered by the arbitrators Award may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its having jurisdiction thereof or his pro rata share having jurisdiction over one or more of the fees and costs parties or their assets. The parties specifically waive any right they may enjoy to apply to any court for relief from the provisions of arbitration, including, but not limited to, the cost of a full stenographic record this Agreement or from any decision of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs Tribunal made prior to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationAward.

Arbitration. All disputes Except for (i) any claim for unemployment compensation or controversies workers’ compensation, and (whether ii) any relief sought for breach by Executive of law Sections 6 through 11 of this Agreement, in which case a claim may be, but is not required to be, brought before any court in the State of California having jurisdiction over the matter, any controversy or fact) claim arising out of any nature whatsoever arising from or relating related to this Agreement and the transactions contemplated hereby (as applicable, a “Dispute”) shall be decided resolved by the American Arbitration Association (the "Association") binding arbitration in accordance with the rules then-effective Policy on Employment Arbitration Minimum Standards of Procedural Fairness of JAMS and regulations limited discovery shall be permitted. Arbitration shall be held at the location chosen by the party that has not initiated the arbitration, which location shall be limited to California (as applicable, the “Arbitration Location”). Upon notification by a party of such party’s intention to arbitrate a Dispute (the “Notice Date”), each party shall select one arbitrator, and the two arbitrators so chosen shall select one arbitrator. Each of the Association, except that either party arbitrators chosen shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any impartial and independent of the terms and conditions parties. If a party fails to select an arbitrator within twenty days after delivery of this Agreement. In the event Notice Date, or if the arbitrators chosen fail to select a dispute or controversy arisesthird arbitrator within twenty days after being chosen, either then any party may submit in writing request the dispute judge of the United States District Court closest to the American Arbitration Association Location senior in Garden City, New York for arbitration in accordance with and subject term of service to appoint the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")arbitrator or arbitrators. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, in accordance with the parties agree that prior then-effective JAMS’ Employment Arbitration Rules and Procedures to the conduct of hearings, they will cooperate in extent such rules do not conflict with the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldterms hereof. The decision of a majority of the arbitrators shall be reduced to writing and shall be binding upon all on the parties, and a judgment or decree . Judgment upon the decision award rendered by a majority of the arbitrators may be entered and execution had in any court of competent jurisdiction. Each party required jurisdiction or application may be made to participate shall be responsible such court for its or his pro rata share a judicial acceptance of the fees award and costs an order of arbitration, including, but not limited to, the cost enforcement. The charges and expenses of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to allocated as determined by the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationarbitrators.

Arbitration. All disputes or controversies (whether i) If the parties should have a material dispute arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement Agreement, or the parties’ respective rights and duties hereunder, then the transactions 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 issue for which such notice initiates the dispute resolution mechanism contemplated hereby shall be decided 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 parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration located in the State of Arizona in accordance with the then existing commercial arbitration rules (the “Rules”) of the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect“AAA”), and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredhaving jurisdiction thereof; provided, however, that the arbitrators law applicable to any controversy shall be authorized the law of the State of Delaware, regardless of principles of conflicts of laws. (ii) In any arbitration pursuant to this Agreement, the award legal fees 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 costs 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 prevailing partyBoard of Arbitration, based upon their consideration 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 merits selection of the claimsBoard 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 merits 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 defenses, and State of Arizona or federal court of the results obtained from United States of America sitting in the arbitrationState of Arizona.

Arbitration. All disputes or controversies (whether If the parties do not agree on a written resolution of law or fact) a Dispute pursuant to the procedures set forth in this section, Section 13, by the end of the First Meeting, then, except as otherwise provided in this Agreement, any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby Dispute shall be decided submitted to binding arbitration in Los Angeles County, California by a single arbitrator mutually chosen by the American Arbitration Association parties in writing, who shall be a retired judge or litigator with ten (10) years or more of experience with claims similar to the "Association"Dispute (provided, that lack of experience with claims involving the cannabis industry shall not be a cause for disqualification). If the parties cannot agree on an arbitrator, JAMS shall provide a list of six (6) in accordance candidates, and each party shall take turns striking candidates (beginning with the rules and regulations party who received the notice of arbitration) until there is a single arbitrator. The costs of the Associationarbitration, except including any JAMS administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be borne equally by the parties to the arbitration; provided that either all costs and expenses of the dispute, including arbitrator fees and reasonable attorneys’ fees and costs incurred, shall be awarded to the prevailing or most prevailing party as determined by the arbitrator. The arbitrator shall not have the right in accordance with Section 18 hereof any power to seek equitable relief independentlyalter, includingamend, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance modify or any other equitable remedy as may be appropriate to enforce or prevent the violation of, change any of the terms and conditions of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law. In the event The arbitrator shall render a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules written opinion not later than thirty (30) days after conclusion of the American Arbitration Association then in effectarbitration proceedings setting forth a determination of award, if any, and specificallythe basis for awarding (or not awarding) the relief sought by the parties, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")including findings of fact and conclusions of law. The parties agree that the arbitration shall be conducted before three arbitrators. AdditionallyIf JAMS refuses to arbitrate a Dispute, the parties agree that prior shall cooperate in good faith to find an alternative arbitrator reasonably acceptable to the conduct of hearings, they will cooperate parties in writing. An arbitrator exceeds his or her powers by voiding or refusing to enforce any contracts or arbitration agreements between Parties based solely on the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 cannabis related nature of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationcontract.

Arbitration. All disputes or controversies If the Parties fail to reach agreement within ten (10) days following the end of the Consultation Period (the “Arbitration Initiation Date”) and the Breaching Party has not cured such alleged breach to the Alleging Party’s reasonable satisfaction, the Alleging Party and the Breaching Party shall be entitled to initiate binding arbitration to resolve such dispute. Such arbitration shall be conducted under the Commercial Arbitration Rules of the AAA by a [single] arbitrator who is selected by mutual agreement of the Parties or, if they cannot agree within twenty (20) days following the Arbitration Initiation Date, by the AAA. The arbitration shall be conducted in [Chicago, Illinois]. Each Party shall be entitled to be represented by counsel and shall bear its own expenses in connection with such arbitration. Licensor shall involve representatives of the Relevant Community in such arbitration. Each Party shall bear its own costs and expenses, and the costs and expenses of the arbitrator shall be divided evenly between the Parties. The arbitrator shall be authorized to determine questions of fact and law, to award monetary damages and to order specific performance, provided that the sole questions to be determined by the arbitrator is whether the Breaching Party has material breached the terms of law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations whether any failure of the AssociationAlleging Party to accept any proposed or actual cure of such breach was reasonable. For avoidance of doubt, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or arbitrator is precluded from making any other equitable remedy determination as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules sufficiency of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")Licensee or its Affiliate’s provision of Relevant IANA Services. The parties agree that results of the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits final and information pursuant to detailed demands thereforbinding, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldshall be supported by a reasoned opinion. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators arbitral award may be entered enforced in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share Upon mutual agreement of the fees and costs of arbitration, including, but not limited toParties, the cost consultation, mediation and arbitration processes of a full stenographic record of the proceedings which the parties hereby agree in advance will any Alleged Breach, may be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationcombined with any such processes initiated under another Community License Agreement.

Arbitration. All The parties shall attempt in good faith to resolve all claims, disputes or controversies and other disagreements arising hereunder by negotiation. In the event that a dispute between the parties cannot be resolved within thirty (whether 30) days of law or fact) written notice from one party to the other party, such dispute shall, at the request of any nature whatsoever arising from or relating either party, after providing written notice to this Agreement and the transactions contemplated hereby shall other party, be decided by the American Arbitration Association (the "Association") submitted to arbitration in Columbia, Maryland in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect. The notice of arbitration shall specifically describe the claims, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")disputes or other matters in issue to be submitted to arbitration. The parties shall jointly select a single arbitrator who shall have the authority to hold hearings and to render a decision in accordance with the arbitration rules of the American Arbitration Association. If the parties are unable to agree that within ten (10) days, the arbitrator shall be selected by the Chief Judge of the Circuit Court for ▇▇▇▇▇▇ County. The discovery rights and procedures provided by the Federal Rules of Civil Procedure shall be available and enforceable in the arbitration proceeding. The written decision of the arbitrator so appointed shall be conclusive and binding on the parties and enforceable by a court of competent jurisdiction. The expenses of the arbitration shall be conducted before three arbitratorsborne equally by the parties to the arbitration, and each party shall pay for and bear the cost of its own experts, evidence and legal counsel, unless the arbitrator rules otherwise in the arbitration. AdditionallyBoth parties agree to use their best efforts to cause a final decision to be rendered with respect to the matter submitted to arbitration within sixty (60) days after its submission. Notwithstanding the foregoing, the parties agree that prior Company shall be free to the conduct of hearings, they will cooperate in the exchange of documents, exhibits pursue its rights and information remedies under Section 5 hereof and pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered Exhibit A hereto in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs without regard to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationarbitral proceedings contemplated by this Section 15.

Arbitration. All disputes arising out of or controversies (whether of law or fact) of any nature whatsoever arising from or relating to in connection with this Agreement Agreement, the Acquisition Documents, and the transactions contemplated hereby and thereby, which cannot be resolved through the procedures described herein or therein shall be decided finally resolved solely and exclusively by means of arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) to be conducted in English in the "City of New York. The arbitration shall be conducted by three (3) arbitrators appointed by agreement of the parties, or failing such agreement, under the Commercial Arbitration Rules of the American Arbitration Association") . The arbitration will proceed in accordance with the rules and regulations AAA’s Commercial Arbitration Rules. The decision of the Associationarbitrator shall be final, except conclusive, and binding upon the parties, and a judgment upon the award may be obtained and entered in any federal or state court of competent jurisdiction. The parties agree that either party any arbitration shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, be kept confidential and any element of such arbitration (including but not limited toto any pleadings, temporary restraining ordersbriefs or other documents submitted or exchanged, provisional and/or permanent injunctive reliefany testimony or other oral submissions, specific performance or and any other equitable remedy awards) shall not be disclosed beyond the arbitral tribunal, the parties, their counsel and any person necessary to conduct the arbitration, except as may be appropriate required in recognition and enforcement proceedings, if any, or in order to enforce or prevent satisfy disclosure obligations imposed by any applicable Law. The parties agree to cooperate in providing each other with all discovery, including but not limited to the violation ofexchange of documents and depositions of parties and non-parties, reasonably related to the issues in the arbitration. If the parties are unable to agree on any matter relating to such discovery, any such difference shall be determined by the arbitrator. The award of the terms arbitrator shall be final and conditions binding upon the parties, and shall not be subject to any appeal or review. The parties agree that such award may be recognized and enforced in any court of this Agreementcompetent jurisdiction. In the event a dispute or controversy arises, either party may The parties also agree to submit the dispute to the American Arbitration Association non-exclusive personal jurisdiction of the federal and state courts sitting in Garden CityNew York, New York York, for the limited purpose of enforcing this arbitration in accordance with and subject agreement (including, where appropriate, issuing injunctive relief) or any award resulting from arbitration pursuant to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")this Section 10.09. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, proceeding described in this Section 10.09 is the sole and exclusive manner in which the parties agree that prior to may resolve disputes arising out of or in connection with this Agreement and the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldAcquisition Documents. The decision of a majority of arbitrator has the arbitrators shall be binding upon all parties, and a judgment or decree upon discretion to grant the decision rendered by the arbitrators may be entered prevailing party in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the arbitration attorneys’ fees and costs and make the non-prevailing party responsible for all expenses of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes Any controversy, claim, or controversies (whether dispute between the parties, directly or indirectly, concerning this Employment Agreement or the breach hereof, or the subject matter hereof, including questions concerning the scope and applicability of law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby arbitration clause, shall be decided finally settled by arbitration in Las Vegas, Nevada pursuant to the rules then applying of the American Arbitration Association Association. The arbitrators shall consist of one representative selected by the Corporation, one representative selected by the Executive and one representative selected by the first two arbitrators The parties agree to expedite the arbitration proceeding in every way, so that the arbitration proceeding shall be commenced within thirty (30) days after request therefore is made, and shall continue thereafter, without interruption, and that the "Association") in accordance with the rules and regulations decision of the Association, except that either party arbitrators shall be handed down within thirty (30) days after the hearings in the arbitration proceedings are closed. The arbitrators shall have the right and authority to assess the cost of the arbitration proceedings and to determine how their decision or determination as to each issue or matter in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as dispute may be appropriate to enforce implemented or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldenforced. The decision in writing of a majority any two of the arbitrators shall be binding upon and conclusive on all partiesof the parties to this Agreement. Should either the Corporation or the Executive fail to appoint an arbitrator as required by this Section 12 within thirty (30) days after receiving written notice from the other party to do so, and a judgment or decree upon the decision rendered arbitrator appointed by the other party shall act for all of the parties and his decision in writing shall be binding and conclusive on all of the parties to this Employment Agreement. Any decision or award of the arbitrators shall be final and conclusive on the parties to this Agreement; judgment upon such decision or award may be entered in any competent Federal or state court located in the United States of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredAmerica; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationapplication may be made to such court for confirmation of such decision or award for any order of enforcement and for any other legal remedies that may be necessary to effectuate such decision or award.

Arbitration. All disputes (a) Any dispute, controversy or controversies (whether of law or fact) of any nature whatsoever claim arising from out of, in connection with or relating to this Agreement (or the interpretation, breach, termination or validity thereof) shall be resolved through arbitration. A dispute may be submitted to arbitration upon the request of either Party with written notice to the other (the “Arbitration Notice”). (b) The arbitration shall be conducted in Hong Kong and administered by the Hong Kong International Arbitration Centre (the “HKIAC”) under the UNCITRAL Arbitration Rules in force at the time of the initiation of the arbitration. There shall be three (3) arbitrators. The claimants to the dispute shall collectively choose one arbitrator, and the transactions contemplated hereby respondents shall collectively choose one arbitrator, within thirty (30) days after the delivery of the Notice to the other Party. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their appointment. If any of the members of the arbitral tribunal have not been appointed within thirty (30) days after the Arbitration Notice is given, the relevant appointment shall be decided made by the American Arbitration Association Secretary General of the HKIAC. The arbitration shall be conducted in the English language. (c) Each Party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any doctrine of legal privilege or any confidentiality obligations binding on such Party. (d) The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal. (e) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Agreement. (f) The award of the arbitration tribunal shall be final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. (g) Either Party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal. (h) The Parties to this Agreement are bound by this arbitration agreement (the "Association"“Arbitration Agreement”), each to each other, provided they have signed this Agreement. (i) The Parties to this Arbitration Agreement agree to the consolidation of arbitrations in accordance with the rules provisions of this Section 12.11. (i) In the event of two or more arbitrations having been commenced under the Arbitration Agreement, the tribunal in the arbitration first filed (the “Principal Tribunal”) may in its sole discretion, upon the application of any Party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (1) there are issues of fact and/or law common to the arbitrations, (2) the interests of justice and regulations efficiency would be served by such a consolidation, and (3) no prejudice would be caused to any Party in any material respect as a result of such consolidation, whether through undue delay or otherwise. Such application shall be made as soon as practicable and the Party making such application shall give notice to the other Parties to the arbitrations. (ii) The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the Parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly. All Parties shall take such steps as are necessary to give effect and force to any orders of the AssociationPrincipal Tribunal. (iii) If the Principal Tribunal makes an order for consolidation, it: (1) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (2) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (3) may also give such directions as it considers appropriate (i) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 12.11); and (ii) to ensure the proper organization of the arbitration proceedings and that all the issues between the Parties are properly formulated and resolved. (iv) Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except that either party for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the right date of the consolidation order. Such cessation is without prejudice to (1) the validity of any acts done or orders made by such arbitrators before termination, (2) such arbitrators’ entitlement to be paid their proper fees and disbursements and (3) the date when any claim or defense was raised for the purpose of applying any limitation period or any like rule or provision. (v) The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent 12.11 where such objections are based solely on the violation of, any fact that consolidation of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationsame has occurred.

Arbitration. All disputes Any controversy, dispute or controversies (whether of law or fact) of any nature whatsoever arising from or relating claim between the parties to this Agreement and Agreement, including any claim arising out of, in connection with, or in relation to the transactions contemplated hereby interpretation, performance or breach of this Agreement, shall be decided resolved exclusively and finally by the American Arbitration Association (the "Association") confidential binding arbitration in accordance with the following procedures: (a) The arbitration shall be conducted in San Francisco, California, or such other location as the parties mutually agree. The arbitration proceedings will be conducted in accordance with, and pursuant to, the then most applicable rules and regulations (the “Arbitration Rules”) of the American Arbitration Association. In the event of any conflict between the Arbitration Rules and the provisions of this Section 10.9, except that either the provisions of this Section 10.9 shall control. (b) There will be a single neutral arbitrator (“Arbitrator”) who will be selected pursuant to the Arbitration Rules; provided, however, that, notwithstanding the Arbitration Rules, each party shall have the right to preemptively challenge any Arbitrator that has previously arbitrated any matter for either party. The Arbitrator will have the same power (but no greater power) to grant all appropriate legal and equitable relief, both by way of interim relief and as a part of the final award, as may be granted by any court of competent jurisdiction, in order to carry out the terms of this Agreement (including declaratory and injunctive relief and damages). All awards and orders of the Arbitrator, including interim relief, may be enforced by any court of competent jurisdiction. (c) The parties intend that appropriate rights of discovery (including the right to depose witnesses, submit interrogatories and request documents) be granted to each party. In that regard, the parties agree to work together in good faith and with the Arbitrator to arrive upon mutually acceptable procedures regarding the time limits for, and type, amount, scope and degree of, such rights of discovery and the periods of time within which the matters submitted to arbitration must be heard and determined by the Arbitrator. If the parties are unable to so agree, such issues will be submitted to the Arbitrator for his or her determination. If proper notice of any hearing has been given, the Arbitrator will have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of any party who fails to appear. At the request of any party, the Arbitrator, attorneys, parties to the arbitration, witnesses, experts, court reporters or other persons present at the arbitration shall agree in writing to maintain strict confidentiality regarding the arbitration proceedings. Following such request, in rendering an award, the Arbitrator shall endeavor not to include confidential information in his or her written opinion explaining the award or shall redact such opinion to the standards required by the parties. (d) Notwithstanding the foregoing, a party may apply to a court of competent jurisdiction for provisional relief in the form of a temporary restraining order or preliminary injunction, or other provisional remedy pending appointment of an Arbitrator or pending final determination of a claim through arbitration in accordance with this Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement10.9. In the event a dispute is submitted to arbitration hereunder during the term of this Agreement, the parties shall continue to perform their respective obligations hereunder, subject to any interim relief that may be ordered by the Arbitrator or controversy arises, either party may submit the dispute by a court of competent jurisdiction pursuant to the American Arbitration Association previous sentence. (e) To the extent permitted by applicable Law, the prevailing party (if a prevailing party is determined to exist by the Arbitrator) in Garden Cityany proceeding or action under this Section 10.9 shall be entitled, New York for arbitration in accordance with addition to any other damages or relief awarded, to an award of reasonable attorneys’ and subject accounting fees, expenses and other out-of-pocket costs incurred by such party (including any costs and fees incurred by and payable to the rules Arbitrator and any costs incurred in enforcing any such award), not to exceed such fees incurred by the non-prevailing party. The parties shall share equally all fees and expenses of the American Arbitration Association then arbitrator to the extent permitted by applicable Law and each party shall personally bear all other costs and fees, including attorney’s fees, incurred by that party in effectthe course of the arbitration, except, in each case, to the extent that such fees and expenses are Losses that are indemnifiable pursuant to ARTICLE VIII, in which case they shall be treated as provided in ARTICLE VIII. (f) The Arbitrator shall render an award and written opinion explaining the award, and specifically, the Supplementary Procedures for Large, Complex Disputes (decisions and award of the "Procedures")Arbitrator shall be final and binding upon the parties. The parties hereto hereby waive to the fullest extent permitted by applicable Law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitration shall award of the Arbitrator may be conducted before three arbitrators. Additionally, enforced against the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as or their assets wherever they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, found and that a judgment or decree upon the decision rendered by the arbitrators such award may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationhaving jurisdiction thereof.

Arbitration. All disputes (a) The parties shall promptly submit any dispute, claim, or controversies (whether controversy arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and (including with respect to the transactions contemplated hereby 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 decided 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 Arbitrator shall be selected by 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 (the "Association"30) in accordance with the rules and regulations days of the Associationwritten request of any party. (c) In any arbitration hereunder, except that either party 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 the right been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden CityNew York, New York for arbitration in accordance with and subject to under the then-current provisions of the rules of the American Arbitration Association then in effectAssociation, except as otherwise provided herein. (e) On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the Federal Rules of Evidence shall apply to any arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredunder this Agreement; provided, however, that the arbitrators Arbitrator shall limit any discovery or evidence such that his decision shall be authorized 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 legal or to obtain relief as provided in Section 10.1(h), as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the parties 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 prevailing party, based upon their consideration non-exclusive jurisdiction of the merits courts (Federal and state) in New York, New York to enforce any award of the claimsArbitrator 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 experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration 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 merits parties agree that irreparable damage would occur if any of the defensesprovisions 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 equitable relief to prevent breaches of this Agreement and to enforce specifically the results obtained from terms and provisions of this Agreement. The parties expressly consent to the arbitrationnon-exclusive jurisdiction of the courts (Federal and state) in New York, New York to render such relief and to enforce specifically the terms and provisions of this Agreement.

Arbitration. All Other than with respect to any disputes concerning Executive’s obligations under Section 7 of this Agreement or controversies (whether of law or fact) Exhibit A hereto, in the event of any nature whatsoever dispute or claim arising from out of or relating to in connection with this Agreement and or the transactions contemplated hereby enforcement of rights hereunder, such dispute or claim shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof submitted to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for binding arbitration in accordance with S.C. Code ▇▇▇. § 15-48-10 et seq., as amended, and subject to the then-current rules and procedures of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes Association’s (the "Procedures")“AAA’s”) National Rules for the Resolution of Employment Disputes. The parties agree that the Any arbitration initiated under this Agreement shall be conducted before three arbitratorssolely between the parties to this Agreement, and under no circumstances shall this Agreement allow or authorize arbitration of any claims as parties to a class or collective action or class or collective arbitration. AdditionallyThe arbitrator shall be selected by an agreement of the parties to the dispute or claim from the panel of arbitrators selected by the AAA, or, if the parties cannot agree on an arbitrator within thirty (30) calendar days after the notice of a party’s desire to have a dispute settled by arbitration, then the arbitrator shall be selected by the AAA in Charleston, South Carolina. The arbitrator shall apply the laws of the State of South Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Under established legal standards pertaining to the claim(s) made, the parties agree that arbitrator shall have the power to grant summary judgment upon the request of either party, prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 commencement of the Procedures is heldarbitration hearing. The decision determinations reached by the arbitrator shall be final and binding on all parties hereto without any right of a majority appeal or further dispute. Execution of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered determination by the arbitrators such arbitration may be entered sought in any court of competent jurisdiction. Each party required to participate In the event of any arbitration as provided under this Agreement, or the enforcement of rights hereunder, the arbitrator shall be responsible for its or his pro rata share of have the fees and costs of arbitration, includingauthority to, but shall not limited be required to, award the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; providedprevailing party his or its costs and reasonable attorneys’ fees, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationextent permitted by applicable law.

Arbitration. All (a) The parties hereby agree to submit all disputes or controversies (whether to rules of law or fact) arbitration of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association and the Missouri Uniform Arbitration Act (the "AssociationRules") under the following provisions, which shall be final and binding upon the parties, their successors and assigns, and that the following provisions constitute a binding arbitration clause under applicable law. Either party may serve process or notice on the other in any arbitration or litigation in accordance with the rules and regulations notice provisions hereof. The parties agree not to disclose any information regarding any dispute or the conduct of any arbitration hereunder, including the existence of such dispute or such arbitration, to any person or entity other than such employees or representatives of such party as have a need to know. (b) Either party may commence proceedings hereunder by delivery of written notice providing a reasonable description of the Associationdispute to the other, except that either including a reference to this provision (the "Dispute Notice"). Either party may initiate arbitration of a dispute by delivery of a demand therefor (the "Arbitration Demand") to the other party not sooner than 60 calendar days after the date of delivery of the Dispute Notice but at any time thereafter. The arbitration shall be conducted in St. Louis, Missouri. (c) The arbitration shall be conducted by three arbitrators (the "Arbitrators"), one of whom shall be selected by Seller, one by Buyer, and the third by agreement of the other two not later than 10 days after appointment of the first two, or, failing such agreement, appointed pursuant to the Rules. If an Arbitrator becomes unable to serve, a successor shall be selected or appointed in the same manner in which the predecessor Arbitrator was appointed. (d) The arbitration shall be conducted pursuant to such procedures as the parties may agree or, in the absence of or failing such agreement, pursuant to the Rules. Notwithstanding the foregoing, each party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent inspect the violation of, any books and records of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either other party may submit the dispute that are reasonably related to the American Arbitration Association in Garden CityDispute, New York for arbitration in accordance with and subject each party shall provide to the rules other, reasonably in advance of any hearing, copies of all documents which such party intends to present in such hearing and the American Arbitration Association then names and addresses of all witnesses whose testimony such party intends to present in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes such hearing. (the "Procedures"). The parties agree that the arbitration e) All hearings shall be conducted before three arbitratorson an expedited schedule, and all proceedings shall be confidential. AdditionallyEither party may at its expense make a stenographic record thereof. (f) The Arbitrators shall complete all hearings not later than 90 calendar days after the Arbitrators' selection or appointment, and shall make a final award not later than 30 calendar days thereafter. The Arbitrators shall apportion all costs and expenses of the Arbitration, including the Arbitrators' fees and expenses of experts ("Arbitration Costs") between the prevailing and non-prevailing parties as the Arbitrators deem fair and reasonable. In circumstances where a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, the parties agree that prior to Arbitrators may assess all Arbitration Costs against the conduct of hearings, they will cooperate non-prevailing party and may include in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or award the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the prevailing party's attorneys' fees and costs expenses in connection with any and all proceedings under this Section 7.7. (g) Either party may assert appropriate statutes of limitation as a defense in arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators upon delivery of a Dispute Notice any such statute shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationtolled pending resolution hereunder.

Arbitration. All (a) Except with respect to disputes or controversies and claims under Paragraphs 5, 6 and 7 hereof (whether which the parties hereto may pursue in any court of law or fact) competent jurisdiction and which may be pursued in any court of any nature whatsoever arising from or relating competent jurisdiction as specified below and with respect to this Agreement which each party shall bear the cost of its own attorneys’ fees and expenses, except to the transactions contemplated hereby shall be decided extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the "Association"“AAA Rules”), shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) in accordance with arising out of or relating to the rules rights and regulations obligations of the Association, except that either party shall have parties under this Agreement and the right in accordance with Section 18 hereof to seek equitable relief independently, employment of Executive by the Company (including, but not limited towithout limitation, temporary restraining ordersclaims and disputes regarding employment discrimination, provisional and/or permanent injunctive reliefsexual harassment, specific performance termination and discharge), whether such claim arose or any other equitable remedy as may be appropriate the facts on which such Claim is based occurred prior to enforce or prevent after the violation of, any of the terms execution and conditions delivery of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the American Arbitration Association 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 Garden CityMinneapolis, New York for arbitration in accordance with and subject Minnesota, (iii) each party to the rules 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 American Arbitration Association then in effect, and specificallyarbitration proceeding (such as filing fees, the Supplementary Procedures for Largearbitrator’s fees, Complex Disputes (hearing expenses, etc.) shall be borne equally by the "Procedures")parties hereto. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be conducted before three arbitrators. Additionallyfinal, conclusive and binding on all of the parties agree that prior hereto. Nothing in this Paragraph 25 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the conduct jurisdiction of hearingsthe appropriate state courts sitting in Minneapolis, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforMinnesota, and agrees that either court shall be the exclusive forum for the enforcement of any such other discovery as they may agree upon final judgment, award or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 determination of the Procedures is heldarbitration. The decision Each party hereto irrevocably consents to service of a majority process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators forum. Each party hereto further agrees that each other party hereto may be entered initiate litigation in any court of competent jurisdictionjurisdiction 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 the prevailing procedures of the American Arbitration Association 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 mediation process, then the Claim may ‘be submitted to arbitration under Paragraph 25(a) above. Each party required to participate hereto shall bear its own costs and expenses incurred in connection with the mediation, and all costs and expenses of the mediation proceeding shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which borne equally by the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationhereto.

Arbitration. All Executive and the Corporation will submit any disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating to under this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (the "Association") to an arbitration panel conducting a binding arbitration in Hartford, Connecticut, in accordance with the rules and regulations Commercial Arbitration Rules of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for effect on the date of such arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "ProceduresRules"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrator or arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitrationhaving jurisdiction thereof; PROVIDED, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, howeverHOWEVER, 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 authorized final and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issue or accounting presented to award legal 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 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 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 costs to the prevailing party, based upon their consideration expenses of the merits of arbitration, including a transcript if either party requests, shall be borne equally by the claimsparties. If Executive prevails as to any material issue presented in the arbitration, the merits entire cost of such proceedings (including, without limitation, Executive's reasonable attorney's fees) shall be borne by the defensesCorporation. If Executive does not prevail as to any material issue, each party will pay for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the results obtained from party prevails on a claim for which attorney's fees are recoverable under the arbitrationRules). Any action to enforce or vacate the arbitrator's award shall be governed by the federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Corporation or Executive pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney's fees related to such action.

Arbitration. All disputes Employee and the Company agree to submit any and all disputes, controversies, or controversies claims between them based upon, relating to, or arising from Employee’s employment by the Company or the terms of this Agreement (whether other than workers’ compensation claims) to final and binding arbitration before a single neutral arbitrator in Petaluma, California. Subject to the terms of law or factthis paragraph, the arbitration proceedings shall be initiated in accordance with, and governed by, the National Rules for the Resolution of Employment Disputes (“Rules”) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (“AAA”). The arbitrator shall be appointed by agreement of the "Association") parties hereto or, if no agreement can be reached, by the AAA pursuant to its Rules. Notwithstanding the Rules, the parties may take discovery in accordance with the rules and regulations Sections 1283.05(a)-(d) of the AssociationCalifornia Code of Civil Procedure (but not subject to the restrictions of Section 1283.05(e)), and prior to the arbitration hearing the parties may file, and the arbitrator shall rule on, pre-trial motions such as demurrers and motions for summary judgment (applying the procedural standard embodied in Rule 56 of the Federal Rules of Civil Procedure). The time for filing such motions shall be determined by the arbitrator. The arbitrator will rule on all pre-trial motions at least ten (10) business days prior to the scheduled hearing date. Arbitration may be compelled, the arbitration award shall be enforced, and judgment thereon shall be entered, pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). The prevailing party in any such arbitration shall be entitled to recover from the other, and the arbitrator is instructed to award to the prevailing party, an amount equal to the reasonable attorneys’ fees and costs (including expert witness fees) incurred in connection with the arbitration, except that either the Company shall bear AAA’s administrative fees and the arbitrator’s fees and costs. If any party is required to compel arbitration of a dispute governed by this paragraph, the party prevailing in that proceeding shall have be entitled to recover from the other party its reasonable costs and attorneys’ fees and expenses incurred to compel arbitration. This paragraph is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Employee’s employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right in accordance with Section 18 hereof to seek equitable relief independentlyprovisional relief, including, but not limited to, temporary restraining orders, provisional and/or permanent including without limitation injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required Both Employee and the Company expressly waive their right to participate a jury trial. This paragraph shall survive the expiration or termination of this Agreement. If any part of this paragraph is found to be responsible for its void as a matter of law or his pro rata share public policy, the remainder of the fees paragraph will continue to be in full force and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationeffect.

Arbitration. All disputes or controversies (whether a) Subject to Section 6.3(b), if for any reason a Dispute is not resolved within one hundred eighty (180) days from delivery of law or fact) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby Dispute Notice in accordance with the dispute resolution process described in Section 6.2, the parties agree that such Dispute shall be decided settled by binding arbitration before a single arbitrator under the auspices of the American Arbitration Association (the "Association"“AAA”) in accordance with Los Angeles County, California, pursuant to the rules and regulations Commercial Rules of the Association, except that either party AAA. The arbitrator selected to resolve the Dispute shall have be bound exclusively by the right in accordance with Section 18 hereof laws of the State of Delaware without regard to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as its choice of law rules. Any decisions of award of the arbitrator will be final and binding upon the parties and may be appropriate entered as a judgment by the parties. Any rights to enforce appeal or prevent the violation of, review such award by any of the terms and conditions of this Agreement. In the event a dispute court or controversy arises, either party may submit the dispute tribunal are hereby waived to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules extent permitted by Applicable Law. (b) Costs of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, borne equally by the parties agree that prior to the conduct of hearings, they will cooperate involved in the exchange matter, except that each Party shall be responsible for its own expenses, except as otherwise determined by the arbitrator. (c) The parties agree to comply and cause the members of documents, exhibits and information their applicable Group to comply with any award made in any arbitration proceeding pursuant to detailed demands thereforthis Section 8.3, and agree to enforcement of or entry of judgment upon such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered award in any court of competent jurisdiction, including any federal or state court located in Los Angeles County, California or the State of Delaware. Each party required to participate The arbitrator shall be responsible for its or his pro rata share entitled to award any remedy in such proceedings, including monetary damages, specific performance and all other forms of the fees legal and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredequitable relief; provided, however, that the arbitrators arbitrator shall not be authorized entitled to award legal fees and costs punitive, exemplary, treble or any other form of non-compensatory monetary damages unless in connection with indemnification for a Third Party Claim, to the prevailing party, based upon their consideration extent of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationsuch claim.

Arbitration. All The parties shall attempt to resolve all disputes or controversies (whether between the parties arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and amicably through good faith discussions upon the transactions contemplated hereby written request of any party. In the event that any such dispute cannot be resolved thereby within a period of fourteen (14) days after such notice has been given (the last day of such fourteen (14) day period being herein referred to as the “Arbitration Date”), such dispute, controversy or claim arising out of or relating to this Agreement or to a breach thereof, including its interpretation, performance or termination, shall be decided finally resolved by arbitration in Los Angeles, California, using the American Arbitration Association (the "Association") English language in accordance with the rules Arbitration Rules and regulations Procedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, selected from the appropriate list of JAMS arbitrators, unless mutually agreed otherwise by the Parties. If the parties cannot agree upon the number and identity of the Associationarbitrators within fifteen (15) days following the Arbitration Date, except that either then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent a court of proper jurisdiction for injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationrelief.

Arbitration. All The parties shall endeavor to settle all disputes by amicable negotiations. Except as otherwise provided herein, any claim, dispute, disagreement or controversies (whether of law or fact) of any nature whatsoever arising from or controversy that arises between the parties relating to this Agreement and the transactions contemplated hereby that is not amicably settled shall be decided resolved by arbitration, as follows: (a) Any such arbitration shall be heard in The City of New York, New York, before a panel consisting of one (1) to three (3) arbitrators, each of whom shall be impartial. Upon the written request of Arbitration of either party hereto to commence arbitration hereunder, the parties shall attempt to mutually agree as to the number and identity of the arbitrator(s), within thirty (30) days of the date of such Request. Except as the parties may otherwise agree, all arbitrators (if not selected by the American Arbitration Association parties hereto within thirty (the "Association"30) in accordance with the rules and regulations days of the Association, except that either party a written Request for Arbitration) shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute appointed pursuant to the American Arbitration Association in Garden City, New York for commercial arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, Association. In determining the number and specificallyappropriate background of the arbitrators, the Supplementary Procedures appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and their identity shall be final. (b) An arbitration may be commenced by any party to this Agreement by the service of a written Request for LargeArbitration upon the other affected parties. Such Request for Arbitration shall summarize the controversy or claim to be arbitrated. (c) All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, Complex Disputes (but the "Procedures")arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforhereby expressly waive punitive damages, and such other discovery as they may agree upon or under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (e) It is intended that controversies or claims submitted to arbitration under this Section 9.10 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of competent jurisdiction. Each party required to participate any persons concerning them, shall be responsible for its disclosed to third persons at any time, except to the extent necessary to enforce an award or his pro rata share judgment or as required by law or in response to legal process or in connection with such arbitration. (f) Any arbitration under this Section 9.10 shall be conducted pursuant to the commercial arbitration rules of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationAmerican Arbitration Association.

Arbitration. All disputes or controversies (whether of law or facti) of any nature whatsoever arising from or relating If the Parties do not resolve a dispute as provided in Section 12.5(b), and a Party wishes to this Agreement and pursue the transactions contemplated hereby matter, each such dispute that is not an Excluded Claim (defined below) shall be decided resolved by the American Arbitration Association (the "Association") binding arbitration in accordance with the rules and regulations Rules of Arbitration of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy International Chamber of Commerce (“ICC”) as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effecteffect (the “ICC Rules”), which ICC Rules are deemed to be incorporated by reference into this clause, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that judgment on the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators award may be entered in any court having jurisdiction thereof. The decision rendered in any such arbitration will be final and not appealable. (ii) The arbitration shall be conducted by a panel of competent jurisdictionthree (3) arbitrators appointed in accordance with the ICC Rules, none of whom shall be a current or former employee or director, or a then-current stockholder, of either Party, their respective Affiliates or any sublicensee. The place of arbitration shall be San Diego, California, U.S., and all proceedings and communications shall be in English. (iii) It is the intention of the Parties that discovery, although permitted as described herein, will be limited except in exceptional circumstances. The arbitrators will permit such limited discovery necessary for an understanding of any legitimate issue raised in the arbitration, including the production of documents. No later than thirty (30) days after selection of the arbitrators, the Parties and their representatives shall hold a preliminary meeting with the arbitrators, to mutually agree upon and thereafter follow procedures seeking to assure that the arbitration will be concluded within six (6) months from such meeting. Failing any such mutual agreement, the arbitrators will design and the Parties shall follow procedures to such effect. (iv) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitration award. The arbitrators shall have no authority to award punitive or any other non-compensatory damages, except as may be permitted by Section 12.7. The arbitrators shall have the power to order that all or part of the legal or other costs incurred by a Party in connection with the arbitration be paid by the other Party. Each party required to participate Party shall be responsible for its or his pro rata bear an equal share of the arbitrators’ and any administrative fees and costs of arbitration. (v) Except to the extent necessary to confirm or enforce an award or as may be required by applicable Law, includingneither a Party nor an arbitrator may disclose the existence, but not limited tocontent, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable New York statute of limitations. (vi) As used in this Section, the cost term “Excluded Claim” means a dispute, controversy or claim that concerns (A) the validity, enforceability or infringement of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredpatent, trademark or copyright; providedor (B) any antitrust, howeveranti-monopoly or competition law or regulation, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationwhether or not statutory.

Arbitration. All disputes (a) Any controversy or controversies (whether claim arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and or the transactions contemplated hereby validity, inducement, interpretation, application, termination or breach thereof, shall be decided settled by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AssociationAAA") then pertaining (available at ▇▇▇.▇▇▇.▇▇▇), except where those rules conflict with this provision, in accordance which case this provision controls. Any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitrator shall be an attorney who has at least 15 years of experience with a law firm or corporate law department of over 25 lawyers or was a judge of a court of general jurisdiction. The arbitration shall be held in New York and in rendering the rules and regulations award the arbitrator must apply the substantive law of the AssociationNew York (except where that law conflicts with this clause), except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms interpretation and conditions enforcement of this Agreementarbitration provision shall be governed by the Federal Arbitration Act. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Within 45 days after initiation of the American Arbitration Association then in effect, and specificallyarbitration, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree Parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration shall be conducted before three arbitratorsconcluded and the award rendered within no more than eight months after selection of the arbitrator. AdditionallyFailing such agreement, the parties agree AAA shall design and the Parties shall follow the procedures that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and meet such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdictiontime schedule. Each party required Party has the right before or, if the arbitrator cannot hear the matter within an acceptable period, during the arbitration to participate shall be responsible for its seek and obtain from the appropriate court provisional remedies (e.g., attachment, preliminary injunction or his pro rata share replevin) to avoid irreparable harm, maintain the status quo or preserve the subject matter of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration. (b) The Parties hereby stipulate that this Agreement and the obligations and relationships resulting from this Agreement are commercial and that the Convention on the Recognition and Enforcement of Foreign Arbitral Awards applies to this Agreement and to any arbitral award or order resulting from any arbitration conducted hereunder. Should either Party make application for the joinder in the arbitration of subcontractors or agents of AIM, the Parties hereby consent to such joinder.

Arbitration. All disputes or controversies (whether of law or fact) of any nature whatsoever arising from or between the Seller and Buyer, including, without limitation, those relating to this Agreement and or the transactions contemplated hereby Licenses which are not resolved pursuant to Section 12.1, shall be decided resolved by arbitration as provided in this Section 12.2. This agreement to arbitrate shall survive the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance rescission or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions termination of this AgreementAgreement or the Licenses. In the event a dispute or controversy arises, either party may submit the dispute All arbitration shall be conducted pursuant to the American Commercial Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall except as herein may be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldprovided. The decision of a majority of the arbitrators shall be final and binding upon on all parties. All arbitration shall be undertaken pursuant to the Federal Arbitration Act, where applicable, and a judgment or decree upon the decision rendered by of the arbitrators may shall be entered enforceable in any court of competent jurisdiction. In any dispute where a party seeks $50,000 or more in damages, three arbitrators shall be employed. All costs attendant to the arbitration, excluding attorney's and expert's fees, shall be borne equally by the parties. Each party required shall bear its own attorney's and expert's fees. The arbitrators shall not award punitive, consequential, and/or indirect damages and each party hereby waives the right to participate make claims for such damages with respect to the Agreement. In resolving all disputes between parties, unless an agreement specifies otherwise, the arbitrators shall apply the law of the State of New York, except as may be modified by this Agreement. The arbitrators are by this Agreement directed to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Except as needed for presentation in lieu of a live appearance, depositions shall not be taken. Parties shall be responsible for its entitled to conduct document discovery by requesting production of documents. Responses or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost objections shall be served twenty (20) days after receipt of a full stenographic record of the proceedings which the request. The arbitrators shall resolve any discovery disputes by such pre-hearing conferences as may be needed. All parties hereby agree in advance will be required; provided, however, that the arbitrators and any counsel of record to the proceeding shall have the power of subpoena process as provided by law. The parties agree that either shall be authorized entitled to award legal fees pursue emergency or preliminary injunctive relief in the court of competent jurisdiction, and costs each party agrees that it shall consent to the prevailing party, based upon their consideration stay of such judicial proceedings on the merits of the claims, the merits of the defenses, both this Agreement and the results obtained from related transactions pending arbitration of all underlying claims between the arbitrationparties immediately following the issuance of any such emergency or injunctive relief.

Arbitration. All The parties agree that any and all disputes or controversies (whether of law or fact) of any nature whatsoever between them arising from or relating to this Agreement and the transactions contemplated hereby at any time, excluding claims for injunctive relief, shall be decided determined by the American Arbitration Association (the "Association") binding arbitration in accordance with the rules of JAMS or ADR before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the software industry and regulations shall be mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the respective arbitration service. The fees of the AssociationArbitrator shall be borne equally by the parties, except provided that either party 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 have the right be entitled to conduct discovery in accordance with Section 18 hereof 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitrator must authorize all such discovery in advance based on findings that the material sought is relevant to seek equitable relief independentlythe issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, includingand (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., but 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 California Superior Court, 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) 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 a California SOE – Red Mile Co-publishing Agreement Execution Version dated March 30, 2005 Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not limited toremand 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 California Superior Court, 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, provisional and/or preliminary and permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate injunctions. Prior to enforce or prevent the violation of, any appointment of the terms and conditions Arbitrator or for remedies beyond the jurisdiction of this Agreement. In the event a dispute or controversy arisesan arbitrator, at any time, either party may submit the dispute to the American Arbitration Association seek pendente lite relief in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdictionjurisdiction in Los Angeles County, California without thereby waiving its right to arbitration of the dispute or controversy under this section. Each party required to participate All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be responsible for its or his pro rata share closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the fees and costs arbitration award. The provisions of arbitration, including, but not limited to, this paragraph shall supersede any inconsistent provisions of any prior agreement between the cost parties. Nothing in this paragraph shall prevent SOE from seeking interlocutory and/or injunctive relief from a court of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized competent jurisdiction pursuant to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationsection 15.7.

Arbitration. All disputes If there remains unresolved any Dispute sixty (60) days after the expiration of the Negotiations Period applicable to such Dispute (the “Mediation Period”), then the parties shall submit such Dispute to an arbitrator selected (i) by mutual agreement of the parties or controversies (whether ii) in the event the parties do not reach an agreement regarding the selection of law or factsuch arbitrator within twenty (20) days after the expiration of any nature whatsoever arising from or relating the Mediation Period applicable to this Agreement such Dispute, the parties shall jointly contact the AAA within ten (10) business days after the expiration of such period and the transactions contemplated hereby an arbitrator shall be decided appointed by the American Arbitration Association AAA within thirty (30) days after the "Association") expiration of such period in accordance with the rules and regulations Commercial Arbitration Rules of the Association, except that either party AAA. The arbitrator thus selected or appointed shall have conduct the right in accordance with Section 18 hereof arbitration pursuant to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any then-current Commercial Arbitration Rules of the terms and conditions AAA. The arbitrator shall be governed by the provisions of this Loan Agreement. In the event a dispute or controversy arisesthe parties mutually agree upon the selection of such arbitrator, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with fees and subject to the rules expenses of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration arbitrator shall be conducted before three arbitrators. Additionally, shared equally between the parties agree that prior to the conduct such Dispute. Each of hearingssuch parties, they will cooperate in the exchange of documentsrespectively, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 shall bear one half of the Procedures is held. The decision of a majority costs of the arbitrators shall arbitrator. Such arbitration would be binding upon all partiesheld in Cass County, and a judgment or decree North Dakota. Judgment upon the decision rendered by the arbitrators award may be entered in any court of competent jurisdictionjurisdiction in the United States (the award shall remain confidential until such time as it is entered in any such court). Each party required to participate the Dispute shall be responsible for bear his, her or its or his pro rata share of the respective attorneys’ fees and costs of (including, without limitation, expert fees and costs), provided that as set out above such parties shall bear equally the arbitration fees and arbitrator compensation incurred in connection with the arbitration proceeding). Each party retains the right to seek judicial assistance to (i) compel arbitration, including(ii) seek interim relief pending arbitration, but not limited toand (iii) vacate, the cost of a full stenographic record of the proceedings which the correct, or enforce any arbitration award. The parties hereby agree in advance will be required; provided, however, that the arbitrators any such judicial assistance shall be authorized to award legal fees and costs to the prevailing partysought solely in a federal or state court in Cass County, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationNorth Dakota.

Arbitration. All (i) Notwithstanding any other provision of this Agreement to the contrary, any disputes or controversies (whether of law or fact) of any nature whatsoever arising from or hereunder relating to this Agreement and the transactions contemplated hereby shall be decided settled exclusively by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as more particularly described in this Section 9(b) (the “Arbitration Rules”). Any arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and (notwithstanding anything herein to the contrary) judgment upon the award rendered by the Arbitrator may be entered by any court having competent jurisdiction. The place of the arbitration shall be Charlotte, North Carolina. (ii) There will be one neutral arbitrator (the “Arbitrator”) who will be a practicing attorney and will be selected by mutual agreement of the parties to the arbitration and, in the absence of such agreement, will be chosen by the American Arbitration Association or, if it is not then in existence, by any other reputable dispute resolution firm agreed to by the parties. (iii) The parties intend that the "Association") in accordance with Arbitrator shall resolve any dispute arising hereunder based upon the language of this Agreement and the applicable rules of contract interpretation. All awards and regulations orders of the AssociationArbitrator may be enforced by any court of competent jurisdiction. (iv) The parties intend that any arbitration proceeding be conducted as expeditiously as possible and that appropriate rights of discovery be granted to each party to such arbitration (as determined by the Arbitrator). In that regard, the parties to such arbitration agree to work together in good faith to arrive upon mutually acceptable procedures regarding the time limits for, and nature and extent of, such rights of discovery and the periods of time within which the matters submitted to arbitration must be heard and determined by the Arbitrator. If the parties to such arbitration are unable to so agree, such issues will be submitted to the Arbitrator for determination. If proper notice of any hearing has been given, the Arbitrator will have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of any party who fails to appear. The Arbitrator, attorneys, parties to the arbitration, witnesses, experts, court reporters, or other persons present at the arbitration shall agree in writing to maintain the strict confidentiality of the arbitration proceedings. (v) The parties to any arbitration, by written stipulation, may expand or reduce the rights, duties or obligations provided above, or otherwise modify the arbitration procedures to suit their convenience, consistent with what is otherwise permitted and feasible within the framework of the Arbitration Rules. (vi) Any decision or award of the Arbitrator shall be final and binding upon the parties to the arbitration proceeding, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject extent otherwise expressly provided by North Carolina law. The parties hereto hereby waive to the rules extent permitted by law any rights to appeal or to a review of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")such award by any court or tribunal. The parties agree that the award of the Arbitrator may be enforced against the parties to the proceeding or their assets wherever they may be found. (vii) At any time during the arbitration shall be conducted before three arbitratorsproceedings specified in this Section 9(b) a party may seek a preliminary injunction or other provisional judicial relief if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo. AdditionallyDespite such action, the parties agree that prior will continue to participate in good faith in the arbitration proceedings specified in this Section 9(b). All passage of time shall be tolled for purposes of any applicable statute of limitations or the equitable doctrine of laches while the arbitration proceedings specified in this Section 9(b) are pending. The parties will take such action, if any, as is required to effectuate such tolling. (viii) All costs and fees associated with any arbitration conducted pursuant to this Section 9(b) shall initially be paid by each party thereto. At the conclusion of any arbitration under this Agreement, however, the Arbitrator shall award to the conduct of hearings, they will cooperate in the exchange of documents, exhibits prevailing party all costs and information pursuant to detailed demands therefor, and fees associated with such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited towithout limitation, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, ’s actual and the results obtained from the arbitrationreasonable attorneys’ fees and all Arbitrator fees.

Arbitration. All disputes The Employee and the Company agree to submit any and all disputes, controversies, or controversies claims between them based upon, relating to, or arising from the Employee’s employment by the Company or the terms of this Agreement (whether other than workers’ compensation claims) to final and binding arbitration before a single neutral arbitrator in San Francisco, California. Subject to the terms of law or factthis paragraph, the arbitration proceedings shall be initiated in accordance with, and governed by, the National Rules for the Resolution of Employment Disputes (“Rules”) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (“AAA”). The arbitrator shall be appointed by agreement of the "Association") parties hereto or, if no agreement can be reached, by the AAA pursuant to its Rules. Notwithstanding the Rules, the parties may take discovery in accordance with the rules and regulations Sections 1283.05(a)-(d) of the AssociationCalifornia Code of Civil Procedure (but not subject to the restrictions of Section 1283.05(e)), and prior to the arbitration hearing the parties may file, and the arbitrator shall rule on, pre-trial motions such as demurrers and motions for summary judgment (applying the procedural standard embodied in Rule 56 of the Federal Rules of Civil Procedure). The time for filing such motions shall be determined by the arbitrator. The arbitrator will rule on all pre-trial motions at least ten (10) business days prior to the scheduled hearing date. Arbitration may be compelled, the arbitration award shall be enforced, and judgment thereon shall be entered, pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). The prevailing party in any such arbitration shall be entitled to recover from the other, and the arbitrator is instructed to award to the prevailing party, an amount equal to the reasonable attorneys’ fees and costs (including expert witness fees) incurred in connection with the arbitration, except that either the Company shall bear AAA’s administrative fees and the arbitrator’s fees and costs. If any party is required to compel arbitration of a dispute governed by this paragraph, the party prevailing in that proceeding shall be entitled to recover from the other party its reasonable costs and attorneys’ fees and expenses incurred to compel arbitration; provided, however, that the prevailing party shall have be reimbursed for such fees, costs and expenses within forty-five days following any such award, but in no event later than the last day of the Employee’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of the Employee’s termination of employment. This paragraph is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to the Employee’s employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right in accordance with Section 18 hereof to seek equitable relief independentlyprovisional relief, including, but not limited to, temporary restraining orders, provisional and/or permanent including without limitation injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required Both the Employee and the Company expressly waive their right to participate a jury trial. This paragraph shall survive the expiration or termination of this Agreement. If any part of this paragraph is found to be responsible for its void as a matter of law or his pro rata share public policy, the remainder of the fees paragraph will continue to be in full force and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationeffect.

Arbitration. All (a) Any disputes or controversies (whether differences between the parties arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and which the transactions contemplated hereby parties are unable to resolve themselves shall be decided submitted to and resolved by the American Arbitration Association arbitration as herein provided. Within ten (the "Association"10) Business Days after commencement of arbitration in accordance with the rules and regulations then obtaining of the American Arbitration Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms parties hereto in dispute may request the American Arbitration Association to designate one arbitrator, who shall be a retired or former judge of any appellate court of the State of California, any United States appellate court or the United States District Court for any California District who is, in any such case, not affiliated with any party in interest to such arbitration and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit who has substantial professional experience with regard to corporate legal matters. (b) The arbitrator shall consider the dispute at issue at Los Angeles, California at a mutually agreed upon time within thirty (30) days (or such longer period as may be acceptable to the parties hereto in dispute) of the designation of the arbitrator. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of the American Arbitration Association in Garden Cityeffect on the date of commencement of such arbitration and shall include an opportunity for the parties to conduct discovery in advance of the proceeding. Notwithstanding the foregoing, New York the parties hereto agree that they will attempt, and they intend that they and the arbitrator should use their best efforts in that attempt, to conclude the arbitration proceeding and have a final decision from the arbitrator within ninety (90) days from the date of selection of the arbitrator; provided, however, that the arbitrator shall be entitled to extend such ninety (90) day period one or more times to the extent necessary for such arbitrator to place a dollar value on any claim that may be unliquidated. The arbitrator shall promptly deliver a decision with respect to the dispute to each of the parties, who shall promptly act in accordance therewith. Each party to such arbitration agrees that any decision of the arbitrator shall be final, conclusive and binding and that they will not contest any action by any other party thereto in accordance with a decision of the arbitrator. It is specifically understood and subject agreed that any party may enforce any award rendered pursuant to the rules arbitration provisions of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in this Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered 13.13 by the arbitrators may be entered bringing suit in any court of competent jurisdiction. Each The parties hereto agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party required that prevails in any such arbitration. (c) All costs and expenses attributable to participate the arbitrator shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which allocated among the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of arbitration in such manner as the merits of arbitrator shall determine to be appropriate under the claims, the merits of the defenses, and the results obtained from the arbitrationcircumstances.

Arbitration. All disputes Any and all disputes, controversies or controversies claims (whether of law or facteach a "Dispute") of any nature whatsoever arising from or between the Shareholders relating to the interpretation or enforcement or performance of this Agreement and the transactions contemplated hereby shall be decided resolved by binding arbitration by the American Arbitration Association in accordance with its rules, subject to the following provisions: (i) There shall be three arbitrators (the "AssociationArbitrators") which shall be appointed in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules procedures of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes Association. (the "Procedures"). ii) The parties agree that expenses of the arbitration shall be conducted before three arbitrators. Additionally, borne equally by the parties agree that prior to the conduct of hearings, they will cooperate Shareholders involved in the exchange of documents, exhibits and information pursuant to detailed demands thereforarbitration, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators each party shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for bear its or his pro rata share of the own legal fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredexpenses; provided, however, that the arbitrators Arbitrators shall be authorized have discretion to award require that one party pay all or a 21 portion of the expenses of arbitration or the other party's legal fees and costs expenses in connection with any particular arbitration. (iii) The Arbitrators shall determine whether and to what extent any party shall be entitled to damages or equitable relief. No party shall be entitled to punitive damages or consequential damages or shall be required to post a bond in connection with equitable relief. (iv) The Arbitrators shall not have the power to add to nor modify any of the terms or conditions of this Agreement. The Arbitrators' decision shall not go beyond what is necessary for the interpretation and application of the provisions of this Agreement in respect of the issue before the Arbitrators. The Arbitrators' decision and award or permitted remedy, if any, shall be based upon the issue as drafted and submitted by the respective parties and the relevant and competent evidence adduced at the hearing(s). (v) The Arbitrators shall have the authority to award any remedy or relief provided for in this Agreement, in addition to any other remedy or relief (including provisional remedies and relief) that a court of competent jurisdiction could order or grant (but subject to the prevailing partyremedial limitations elsewhere set forth in this Agreement, based upon their consideration including, but without limitation, the aforesaid prohibition against punitive and consequential damages). The Arbitrators written decision shall be rendered within sixty (60) days of the merits hearing. The decision reached by the Arbitrators 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 Arbitrators is relief or remedy on which a court could enter judgement, a judgement upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof (unless in the case of an award of damages, the full amount of the claimsaward is paid within ten (10) days of its determination by the Arbitrators). Otherwise, the merits award shall be (vi) The arbitration shall take place in Seattle, Washington, unless otherwise agreed by the parties, and shall be conducted in the English language. (vii) The arbitration proceeding 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 for no other purpose. (viii) 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, expire or are suspended in accordance with the provisions hereof. (ix) The Arbitrators may, in their sole discretion, order a pre- hearing exchange of information including production of documents, exchange of summaries of testimony or exchange of statements of position, and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the defensesDispute. At any oral hearing of evidence in connection with an arbitration proceeding, each party and its counsel shall have the results obtained from right to examine its witnesses and to cross-examine the arbitrationwitnesses of the other party. No testimony of any witness shall be presented in written form unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties otherwise agree in writing. (x) Notwithstanding the dispute resolution procedures contained in this Section 6.12, either party may apply to any court having jurisdiction (a) to enforce this

Arbitration. 48.1 All disputes arising out of or controversies in connection with this Agreement (whether including any question regarding its existence, validity or termination) during, or after the termination of, the Concession Period which have not been resolved pursuant to Clause 47.1 or which have been so resolved but are disputes either about a sum equal to or in excess of law US$1.5 million; or fact) which involve only a question of law; or in relation to which the decision of an Expert under Clause 47 has been manifestly erroneous, may be referred to and finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The arbitration shall be conducted in English in London. Pending resolution of the dispute under those rules, the Parties shall treat any nature whatsoever arising from or relating resolution of a dispute pursuant to Clause 47.1 as if it had been finally settled and fulfil their obligations under this Agreement and the transactions contemplated hereby shall be decided by Project Agreements accordingly. If a dispute which has been resolved pursuant to Clause 47.1 has not been referred to arbitration on the American Arbitration Association (grounds set out in this Clause 48.1 within 60 days of that resolution, then the "Association") in accordance with the rules and regulations of the Association, except that either party shall Parties cease to have the right in accordance with Section 18 hereof to seek equitable relief independentlyrefer that dispute to arbitration. 48.2 The arbitrators while determining any dispute shall, includingwithout prejudice to the generality of their powers, but not limited tohave power to open up, temporary restraining ordersreview and revise any certificate, provisional and/or permanent injunctive relief, specific performance opinion or notice and any other equitable remedy as may be appropriate to enforce or prevent the violation of, any decision of the terms Grantor's Representative; issue proposed findings at the request of either Party; award compensation, assess and conditions award damages and award expenses to or against any Parties in the arbitration; award interim or part decrees; and award interest at such rate as they think fit on any sum awarded by them (whether interim or final) for any period, whether before or after the date of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")their award. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority award of the arbitrators shall be binding upon all partieson the Parties. 48.3 Performance of this Agreement shall continue during any expert determination, and negotiation or arbitration unless the Parties agree to a judgment suspension or decree upon if such continuation is impossible on account of the decision rendered by nature of the arbitrators may be entered dispute. 48.4 With respect to any proceedings for enforcement of an award pursuant to Clause 48 against assets (other than Excepted Assets) of either Party brought in the courts of England: (a) the Government appoints [ ], to receive for an on its behalf service of process in such jurisdiction in any court of competent jurisdiction. Each party required such enforcement proceedings. (b) the Developer shall appoint an agent (to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree notified in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs writing to the prevailing partyGovernment by not later than Early Financial Close) to receive for and on its behalf service of process in the United Kingdom in any such enforcement proceedings. (c) each Party agrees to maintain in England duly appointed process agents, notified to the other Party, for the purpose of Clause 48. (d) each Party agrees that failure by any such process agent to give notice of any process to it shall not impair the validity of such service or of any judgment based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationthereon.

Arbitration. All If any disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating to this Agreement between the Target Company, on the one hand, and the transactions contemplated hereby shall be decided New Purchaser, on the other hand, are not resolved by the parties within 60 days, either the New Purchaser or the Target Company may submit the dispute to final and binding arbitration administered by the American Arbitration Association (the "AssociationAAA") in accordance ), with the site of such arbitration being Dallas, Texas or such other site as the parties mutually agree upon. The New Purchaser and the Target Company each shall select one arbitrator from a list of arbitrators maintained by the AAA, and the two arbitrators so selected shall select a third The arbitrators selected pursuant to this Section will establish the rules and regulations for proceeding with the arbitration of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may dispute and such rules will be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute binding upon all parties to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to proceeding. The arbitrators may use the rules of the American Arbitration Association then in effect, and specifically, for commercial arbitration but are encouraged to adopt such rules as the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that arbitrators deem appropriate to accomplish the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documentsquickest and least expensive manner possible. Accordingly, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in (i) dispense with any formal rules of evidence and allow hearsay testimony so as to limit the circumstances after number of witnesses required, (ii) minimize discovery procedures as the Preliminary Hearing described in Section 4 arbitrator deems appropriate, (iii) act upon their understanding or interpretation of the Procedures is heldlaw on any issue without the obligation to research such issue or accept or act upon briefs of the issue prepared by any party, (iv) limit the time for presentation of any party's position as well as the amount of information or number of witnesses to be presented in connection with any hearing, and (v) impose any other rules which the arbitrators believe appropriate to effect a resolution of the dispute as quickly and inexpensively as possible. The arbitrators shall use their best efforts to render a decision within sixty (60) days following their appointment. The majority decision of a majority of the three arbitrators shall be binding upon all partiesfinal. The arbitrators will have the exclusive authority to determine and award costs of arbitration and the costs incurred by any party for their attorneys, advisors and a judgment or decree upon the decision rendered consultants. Any award made by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate arbitrator shall be responsible for its or his pro rata share binding on all parties to the arbitration and shall be enforceable to the fullest extent of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationlaw.

Arbitration. All disputes Any and all disputes, claims or controversies in connection with or arising under this Agreement, its interpretation, validity or any breach hereof, which have not been resolved within the five (whether of law or fact5) of any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby business day period specified in Section 22.4.1 shall be decided settled by arbitration by one (1) arbitrator under the American Commercial Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules Rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes force (the "ProceduresAAA Rules"). ) in accordance with the following terms and conditions: (a) In the event of any conflict between the AM Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail; (b) The parties agree that place of the arbitration shall be conducted before three arbitratorsHouston, 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. AdditionallyIn the event of an inability to agree on the arbitrator, the parties agree that prior to appointing authority shall be the conduct of hearingsAmerican Arbitration Association, they will cooperate acting in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and accordance with such other discovery rules as they it may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in adopt for this purpose; (d) Any arbitration proceedings under this Section 4 22.4 shall be concluded within thirty (30) days of the Procedures is held. appointment of the arbitrator; (e) The decision of a majority the arbitrator shall be rendered within thirty (30) days of the arbitrators conclusion of the arbitration proceedings; (f) The English language shall be binding upon used as the written and spoken language for the arbitration and all partiesmatters connected to the arbitration; (g) The arbitrator shall have the power to grant any remedy or relief that it deems just and equitable and that is in accordance with the terms of this Agreement, including specific performance, and a judgment or decree upon the decision rendered by the arbitrators any such relief may be entered in specifically enforced by any court of competent jurisdiction. Each party required to participate ; (h) The award of the arbitrator shall be responsible for its or his pro rata share final and binding on the Parties; and (i) The award of the fees arbitrator may be enforced by any court of competent jurisdiction and costs of arbitration, including, but not limited to, may be executed against the cost of a full stenographic record person and assets of the proceedings which the parties hereby agree losing party in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationany competent jurisdiction.

Arbitration. All The parties shall endeavor to settle all disputes by amicable negotiations. Except as otherwise provided herein, any claim, dispute, disagreement or controversies (whether of law or fact) of any nature whatsoever arising from or controversy that arises between the parties relating to this Agreement and the transactions contemplated hereby that is not amicably settled shall be decided resolved by arbitration, as follows: (a) Any such arbitration shall be heard in The City of New York, New York, before a panel consisting of one (1) to three (3) arbitrators, each of whom shall be impartial. Upon the written Request of Arbitration of either party hereto to commence arbitration hereunder, the parties shall attempt to mutually agree as to the number and identity of the arbitrator(s), within thirty (30) days of the date of such Request. Except as the parties may otherwise agree, all arbitrators (if not selected by the American Arbitration Association parties hereto within thirty (the "Association"30) in accordance with the rules and regulations days of the Association, except that either party a written Request for Arbitration) shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute appointed pursuant to the American Arbitration Association in Garden City, New York for commercial arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, Association. In determining the number and specificallyappropriate background of the arbitrators, the Supplementary Procedures appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and their identity shall be final. (b) An arbitration may be commenced by any party to this Agreement by the service of a written Request for LargeArbitration upon the other affected parties. Such Request for Arbitration shall summarize the controversy or claim to be arbitrated. (c) All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, Complex Disputes (but the "Procedures")arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforhereby expressly waive punitive damages, and such other discovery as they may agree upon or under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (e) It is intended that controversies or claims submitted to arbitration under this Section 9.10 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of competent jurisdiction. Each party required to participate any persons concerning them, shall be responsible for its disclosed to third persons at any time, except to the extent necessary to enforce an award or his pro rata share judgment or as required by law or in response to legal process or in connection with such arbitration. (f) Any arbitration under this Section 9.10 shall be conducted pursuant to the commercial arbitration rules of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationAmerican Arbitration Association.

Arbitration. All 12.1.1 Any and all disputes and controversies arising out of or controversies (whether of law or fact) of any nature whatsoever arising from or relating to in connection with this Agreement and the transactions contemplated hereby shall be decided exclusively by binding arbitration in Charlotte, North Carolina in accordance with the Commercial Arbitration Rules of the American Arbitration Association (except as expressly provided otherwise herein). The arbitration shall be governed by the "Association"United States Arbitration Act (9 U.S.C. § 1 et seq.), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith will be specifically enforceable under the prevailing arbitration law of any court having jurisdiction. Any arbitration may be consolidated with any other arbitration proceedings between the Parties commenced under this Section 12.1. The award of the arbitrator shall be specifically enforceable in a court of competent jurisdiction. 12.1.2 Either Party may commence the arbitration by giving to the other Party written notice in sufficient detail of the existence and nature of any dispute proposed to be arbitrated. The demand must be made within a reasonable time after the dispute has arisen. In no event may the demand for arbitration be made if the institution of legal or equitable proceedings based on such dispute is barred by the applicable statute of limitations. The Parties shall attempt to agree on a person to serve as arbitrator with respect to the matter at issue. If the Parties cannot agree on an arbitrator within ten (10) Business Days of such notice, each shall then appoint one individual to serve as an arbitrator within thirty (30) Business Days of such notice and the two (2) individuals thus appointed shall select a third arbitrator to serve as chairman of the panel of arbitrators. Such three (3) arbitrators shall determine all matters by majority vote; provided however, if the two (2) arbitrators appointed by the Parties are unable to agree upon the appointment of the third arbitrator within ten (10) Business Days after their appointment, both shall give written notice of such failure to agree to the Parties, and, if the Parties fail to agree upon the selection of such third arbitrator within five (5) Business Days of such notice, then either of the Parties upon written notice to the other may require such appointment from, and pursuant to the rules of, the Philadelphia office of the American Arbitration Association for commercial arbitration. Any arbitrator appointed shall be a present or former executive of an electric utility, or private power producer, or an attorney, in each case with substantial experience in electric power purchase agreements. Prior to appointment, each arbitrator shall agree to conduct such arbitration in accordance with the rules terms of this Agreement. 12.1.3 The Parties shall have sixty (60) calendar days after appointment of all arbitrators to perform discovery and regulations present evidence and argument to the arbitrators. During that period, the arbitrators shall be available to receive and consider all such evidence as is relevant and, within reasonable limits due to the restricted time period, to hear as much argument as is feasible, giving a fair allocation of time to each Party to the Associationarbitration. The arbitrators shall use all reasonable means to expedite discovery and to sanction noncompliance with reasonable discovery requests or any discovery order. The arbitrators shall not consider any evidence or argument not presented during such period and shall not extend such period except by the written consent of both parties. At the conclusion of such period, except that either party the arbitrators shall have forty-five (45) calendar days to reach a determination. 12.1.4 The arbitrators shall have the right in accordance with Section 18 hereof only to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of interpret and apply the terms and conditions of this Agreement and to order any remedy allowed by this Agreement. In the event , and may not change any term or condition of this Agreement, deprive either Party of any right or remedy expressly provided hereunder, or provide any right or remedy that has been excluded hereunder. 12.1.5 The arbitrators shall give a dispute or controversy arises, either party may submit the dispute written decision to the American Arbitration Association in Garden CityParties stating their findings of fact, New York for arbitration in accordance with conclusions of law and subject to the rules of the American Arbitration Association then in effectorder, and specifically, shall furnish to each Party a copy thereof signed by them within five (5) calendar days from the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct date of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdictiontheir determination. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, pay the cost of a full stenographic record of the proceedings arbitrator or arbitrators, with respect to those issues as to which they do not prevail, as determined by the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationarbitrator or arbitrators.

Arbitration. All disputes Any dispute or controversies (whether claim, other than those referred to in Section 25, arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement or otherwise relating to the employment relationship between Executive and Company (including but not limited to any claims under Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Family Medical Leave Act; and the transactions contemplated hereby Employee Income Retirement Security Act) shall be decided by the American Arbitration Association (the "Association") submitted to Arbitration, in Fairfax County, Virginia, and except as otherwise provided in this Agreement shall be conducted in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, includingof, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent under the violation auspices of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")Association. The parties agree that the arbitration shall be conducted before an arbitration tribunal comprised of three arbitratorsindividuals, one selected by Company, one selected by Executive, and the third selected by the first two. Additionally, The parties and the parties arbitrators selected by them shall use their best efforts to reach agreement on the identity of the tribunal within ten (10) business days of either party to this Agreement submitting to the other party a written demand for arbitration. The proceedings before the tribunal shall take place within twenty (20) business days of the selection thereof. Executive and Company agree that prior such arbitration will be confidential and no details, descriptions, settlements or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other party, unless required by law or court order or in connection with enforcement of any decision in such arbitration. Any damages awarded in such arbitration shall be limited to the conduct contract measure of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefordamages, and such shall not include punitive damages. The parties shall equally divide the costs of the arbitrators, and each party shall bear his or its attorneys' fees and other discovery as they may agree upon or costs, except that the arbitrators may deem appropriate in specifically direct one party to bear the circumstances after the Preliminary Hearing described in Section 4 entire cost of the Procedures is held. The decision of a majority of arbitration, including all attorneys' fees, if the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered determine that such party acted in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationbad faith.

Arbitration. All disputes or controversies The parties agree to the following arbitration provisions: (whether of law or facta) These arbitration provisions govern the resolution of any nature whatsoever controversies or claims between the Borrower and the Bank, whether arising from in contract, tort or relating by statute, including but not limited to controversies or claims (collectively, a “Claim”) that arise out of or relate to: (i) this Loan Agreement (including any renewals, restatements, extensions or modifications hereof); or (ii) any document related to this Loan Agreement. (b) At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the “Arbitration Act”). The Arbitration Act will apply even though this Loan Agreement provides that it is governed by the law of a specified state. Arbitration proceedings will be determined in accordance with the Arbitration Act, the rules and procedures for the arbitration of financial services disputes of JAMS or any successor thereof (“JAMS”), and the transactions contemplated hereby terms of this Section. In the event of any inconsistency, the terms of this Section shall control. The arbitration shall be administered by JAMS and conducted in Hillsborough County, Florida. All Claims shall be determined by one arbitrator. However, if Claims exceed $1,000,000, upon the request of any party, the Claims shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations three arbitrators. All arbitration hearings shall commence within 90 days of the Associationdemand for arbitration and close within 90 days of commencement and the award of the arbitrator or arbitrators, except as the case may be, shall be issued within 30 days of the close of the hearing. However, the arbitrator or arbitrators, as the case may be, upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator or arbitrators, as the case may be, shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. (c) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that either party basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Loan Agreement. (d) These arbitration provisions do not limit the right in accordance with Section 18 hereof to seek equitable relief independentlyof the Borrower or the Bank to: (i) exercise self-help remedies, including, such as but not limited to, temporary restraining orderssetoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event (iv) act in a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required law to participate shall be responsible for its or his pro rata share of the fees and costs of arbitrationobtain an interim remedy, including, such as but not limited to, the cost injunctive relief, writ of possession or appointment of a full stenographic record receiver, or additional or supplementary remedies. (e) By agreeing to binding arbitration, the Borrower and the Bank irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the proceedings which extent any Claim is not arbitrated, the parties hereby agree irrevocably and voluntarily waive any right they may have to a trial by jury in advance will be required; provided, however, that respect of such Claim. This provision is a material inducement for the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defensesBorrower’s executing, and the results obtained from Bank’s accepting, this Loan Agreement. No provision in this Loan Agreement or in any document related hereto regarding submission to jurisdiction or venue in any court is intended or shall be construed to be in derogation of the arbitrationprovisions of this Loan Agreement or in any such other document for arbitration of any controversy or claim.

Arbitration. All disputes or controversies (whether If the parties should have a dispute arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement Agreement, or the parties’ respective rights and duties hereunder, then the transactions parties will resolve such dispute in the following manner: (a) any party may at any time deliver to the others a written dispute notice setting forth a brief description of the issue for which such notice initiates the dispute resolution mechanism contemplated hereby shall be decided by this Section 9.5; (b) during the forty-five (45) day period following the delivery of the notice described in Section 9.5 (a) above, appropriate representatives of the various parties will meet and seek to resolve the disputed issue through negotiation; (c) if representatives of the parties are unable to resolve the disputed issue through negotiation, then within fifteen (15) days after the period described in Section 9.5 (b) above, the parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration in San Diego, California, in accordance with the then existing Rules (the “Rules”) of the American Arbitration Association (the "Association") in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect“AAA”), and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredhaving jurisdiction thereof; provided, however, that the arbitrators Law applicable to any controversy shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration Law of the merits State of Delaware, regardless of the claimsconflict of laws principles of Delaware or any other jurisdiction. The arbitration shall be conducted by one arbitrator. If the parties are not able to agree upon the selection of an arbitrator, within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, the merits arbitrator shall be selected from a panel of at least three (3) qualified arbitrators proposed by AAA. Each party shall have the right to strike a name from the panel proposed by AAA. Notwithstanding the foregoing, the request by either party for preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to arbitration and may be adjudicated in the courts of the defensesState of California or any Federal District Court in the State of California; provided, however, that the party seeking any such injunctive relief shall be entitled to make such request in any court of any other jurisdiction where jurisdiction and the results obtained from the arbitrationvenue are proper.

Arbitration. All disputes Any dispute, claim or controversies (whether controversy based on, arising out of law or fact) of any nature whatsoever arising from or relating to Executive’s employment or this Agreement and the transactions contemplated hereby shall be decided settled by the American Arbitration Association (the "Association") final and binding arbitration in San Diego, California, before a single neutral arbitrator in accordance with the rules JAMS Employment Arbitration Rules and regulations of Procedures (the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect“Rules”), and specifically, judgment on the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Arbitration may be compelled pursuant to the California Arbitration Act (Code of competent jurisdictionCivil Procedure §§ 1280 et seq.). If the Parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party required shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to participate the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be responsible reimbursed for its or his pro rata share such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the fees Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the Parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the Termination Date. Other costs of the arbitration, including, but not limited to, including the cost of a full stenographic any record or transcripts of the proceedings which arbitration, JAMS administrative fees, the parties hereby agree in advance will fee of the arbitrator, and all other fees and costs, shall be requiredborne by the Company. This Section 9 is intended to be the exclusive method for resolving any and all claims by the Parties against each other for payment of damages under this Release or relating to Executive’s employment; provided, however, that neither this Release nor the arbitrators submission to arbitration shall limit the Parties’ right to seek provisional relief, including without limitation injunctive relief, in any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall not be authorized deemed to award legal fees and costs be a waiver of such party’s right to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, compel arbitration. Both Executive and the results obtained from the arbitrationCompany expressly waive their right to a jury trial.

Arbitration. All claims, disputes or controversies (whether of law or fact) of any nature whatsoever and other matters in question arising from out of, or relating to to, this Agreement or the performance hereof, including, without limitation, Indemnifiable Claims, shall be submitted to, and determined by, arbitration if good faith negotiations among the transactions contemplated hereby parties hereto, if any, does not resolve such claim, dispute or other matter. Such arbitration shall proceed in accordance with the then-current rules for arbitration established by Judicial Arbitration Mediation Services, Inc./ENDISPUTE (“JAMS”), unless the parties hereto mutually agree otherwise, and pursuant to the following procedures: (a) Buyer on the one hand and Sellers on the other hand shall each appoint an arbitrator from the JAMS panel of retired judges, and those party-appointed arbitrators shall appoint a third arbitrator from the JAMS panel of retired judges within ten (10) days. If the party-appointed arbitrators fail to appoint a third arbitrator within the ten (10) days, such third arbitrator shall be appointed by JAMS in accordance with its rules. Notwithstanding the foregoing, if Buyer and Sellers are able to agree upon the choice of one arbitrator, such proposed arbitration shall be decided by the American Arbitration Association (the "Association") such arbitrator and all references in accordance this ARTICLE VIII to “arbitrators” shall be replaced with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof term “arbitrator” (as a reference to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes such single arbitrator) (the "Procedures"). The parties agree that the arbitration b) Reasonable discovery shall be conducted allowed in arbitration. (c) All proceedings before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all partiesheld in Orange County, and a judgment or decree upon the decision California. The governing law shall be as specified in Section 9.4. (d) The award rendered by the arbitrators shall be final and binding, and judgment may be entered in accordance with applicable Law and in any court having jurisdiction thereof. (e) The award rendered by the arbitrators shall include (i) a provision that the prevailing party in such arbitration recover its costs relating to the arbitration and reasonable attorneys’ fees from the other party, (ii) the amount of competent jurisdiction. Each such costs and fees, and (iii) an order that the losing party required to participate shall be responsible for its or his pro rata share of pay the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record expenses of the proceedings which arbitrators. (f) The arbitrator shall by the agreement of the parties hereby agree expressly be prohibited from awarding punitive damages in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationconnection with any claim being resolved by arbitration hereunder.

Arbitration. All disputes Subject to Section 14.1(c), any dispute arising under this Agreement, or controversies (whether of law or fact) of any nature whatsoever arising from or other legal proceeding relating to this Agreement and or the transactions contemplated hereby shall be decided by the American Arbitration Association (the "Association") in accordance with the rules and regulations enforcement of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions provision of this Agreement. In , if not resolved by the event a dispute or controversy arisesExecutive Officers pursuant to Section 14.1(a), either party may submit the dispute shall be finally resolved by binding arbitration administered by JAMS pursuant to the American JAMS’ Streamlined Arbitration Association in Garden City, New York for arbitration in accordance with Rules and subject to the rules of the American Arbitration Association Procedures then in effecteffect (the “JAMS Rules”), and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that judgment on the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators award may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a single, neutral arbitrator who shall have experience with respect to the matter(s) to be arbitrated. If, within thirty (30) days after initiation of competent jurisdictionarbitration, the Parties are unable to agree on a single arbitrator, the arbitrator shall be appointed by JAMS. The place of arbitration shall be San Francisco, California. Either Party may apply to the arbitrator for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Nothing contained herein shall be construed to permit the arbitrator to award punitive, exemplary or similar damages. Each party required to participate Party shall be responsible for bear its or his pro rata own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees and costs any administrative fees of arbitration. Except to the extent necessary to confirm an award or as may be required by law, includingneither a Party nor an arbitrator may disclose the existence, but not limited tocontent, or results of an arbitration without the cost prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a full stenographic record legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable California statute of limitations. The Parties agree that, in the event of a dispute over the nature or quality of performance under this Agreement, and, as provided in Section 13.2(b), neither Party may terminate this Agreement until final resolution of the proceedings which dispute through arbitration. The Parties further agree that any payments made pursuant to this Agreement pending resolution of the parties hereby agree in advance will be required; provided, however, that the arbitrators dispute shall be authorized to award legal fees and costs to refunded if the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationarbitrator determines that such payments are not due.

Arbitration. All disputes or controversies (whether of law or factDisputes not resolved by good faith ----------- negotiations among the parties pursuant to Section 8.5(a) of any nature whatsoever arising from or relating to this Agreement and within the transactions contemplated hereby prescribed time period shall be decided submitted to, and determined by, arbitration. Such arbitration shall proceed in accordance with the then-current rules for arbitration established by the American Arbitration Association ("AAA"), unless the "Association") in accordance with the rules parties hereto mutually agree otherwise, and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute pursuant to the American Arbitration Association following procedures: (i) The parties shall attempt in Garden Citygood 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, New York for arbitration an arbitrator shall be selected by AAA in accordance with and subject pursuant to the rules of the American Arbitration Association then procedures set forth in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")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 be held in New York, New York. The governing law shall be that of California. (iv) The award rendered by the arbitrator shall be final and binding, and judgment may be entered in accordance with applicable law and in any court having jurisdiction thereof. (v) The award rendered by the arbitrator shall include (A) a provision that the prevailing party in such arbitration recover its costs relating to the arbitration and reasonable attorneys' fees from the other party, (B) the amount of such costs and fees, and (C) an order that the losing party pay the fees and expenses of the arbitrator. (vi) The arbitrator shall by the agreement of the parties expressly be prohibited from awarding punitive damages in connection with any claim being resolved by arbitration hereunder. (vii) All aspects of the arbitration shall be conducted before three arbitratorstreated as confidential. Additionally, Neither the parties agree that prior nor the arbitrator may disclose to any third party the conduct of hearingsexistence, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon content or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 results of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, except as necessary to enforce the cost of a full stenographic record of the proceedings which the parties hereby agree award in advance will be required; provided, however, that the arbitrators shall be authorized court or to award comply with legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationor regulatory requirements.

Arbitration. All disputes or controversies If after such reasonable period such general counsels are unable to settle such Agreement Dispute (whether of law or fact) of and, in any nature whatsoever arising event, unless otherwise agreed in writing by the Parties, after 60 days have elapsed from or relating to this the time the Parties began such negotiations), such Agreement and the transactions contemplated hereby Dispute shall be decided determined, at the request of a Party, by arbitration conducted in ___________, before and in accordance with the then-existing International Arbitration Rules of the American Arbitration Association (the "AssociationRules") ). In any dispute between the Parties, the number of arbitrators shall be three. Any judgment or award rendered by the arbitrators shall be final, binding and nonappealable (except on grounds specified in 9 U.S.C. Section 10(a), as in effect on the Agreement Date). If the Parties are unable to agree on the arbitrators, the arbitrators shall be selected in accordance with the rules Rules. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation or enforceability of this Article 12 shall be determined by the arbitrators. In resolving any dispute, the Parties intend that the arbitrators apply the substantive laws of _____________, without regard to the choice of law principles thereof. The Parties intend that the provisions to arbitrate set forth in this Section 12.02 be valid, enforceable and regulations of the Association, except irrevocable. The undersigned agree to comply with any award made in any such arbitration proceedings that either party shall have the right has become 15 11 final in accordance with Section 18 hereof the Rules and agree to seek equitable relief independentlyenforcement of or entry of judgment upon such award, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction, including (1) _______________________, or (2) ________________________________. Each party required to participate The arbitrators shall be responsible for its or his pro rata share entitled, if appropriate, to award any remedy in such proceedings, including monetary damages, specific performance and all other forms of the fees legal and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredequitable relief; provided, however, that the arbitrators shall not be authorized entitled to award punitive damages. Without limiting the provisions of the Rules, unless otherwise agreed in writing by the Parties or as permitted by this Agreement, the undersigned shall keep confidential all matters relating to the arbitration or the award, provided such matters may be disclosed (a) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (b) to the extent otherwise required by law. Notwithstanding Article 32 of the Rules, the losing Party in the arbitration shall be responsible for all of the costs of the arbitration, including legal fees and other costs specified by such Article 32. Nothing contained in this Section 12.02 is intended to the prevailing partyor shall be construed to prevent either Party, based upon their consideration in accordance with Article 22(3) of the merits Rules or otherwise, from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the claims, the merits subject matter of the defenses, and the results obtained from the arbitrationany Agreement Disputes.

Arbitration. All disputes Subject to the Company’s or controversies (whether Parent’s right to seek equitable or injunctive relief under the Fair Competition Agreement, to the fullest extent permitted by law, any contest, dispute, controversy or claim arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and Agreement, including the transactions contemplated hereby validity, interpretation, performance, breach, alleged breach or termination of this Agreement, whether arising during or after the Term, shall be decided resolved by the American Arbitration Association (the "Association") arbitration in Los Angeles, California in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effecteffect (the “AAA Rules”); provided, that the arbitrator or arbitrators, as the case may be, be selected as follows: Within 20 days of the commencement of an arbitration by a party hereunder, the parties shall attempt to designate a mutually acceptable arbitrator to hear and determine the matters set forth in the arbitration demand and any counterclaim. If the parties cannot agree on such an arbitrator within such 20 day period, each party shall select an arbitrator and inform the other party in writing of such arbitrator’s name and address within ten days after the end of such 20 day period. The two arbitrators so selected shall attempt to select a third arbitrator within ten days thereafter. If the two arbitrators cannot select a third arbitrator then selection of the third arbitrator shall be in accordance with the AAA Rules. The decision of the arbitrator or arbitrators, as the case may be, shall be final and binding on both parties, and specificallyany court of competent jurisdiction may enter judgment upon the award. The arbitrator or arbitrators, as the case may be, shall have the power to direct that reasonable and relevant discovery be permitted in the arbitration. The fees charged by AAA or other arbitration administrator and the arbitrator shall be borne solely by the Company. Additionally, the Supplementary Procedures Company will pay all costs unique to the arbitration to the extent such costs would not otherwise be incurred in a court proceeding — for Largeinstance, Complex Disputes the Company will, if required, pay the arbitrator’s fees to the extent they exceed court filing fees. Otherwise, each party shall pay its own legal fees and expenses in any such arbitration, regardless of outcome and the arbitrator or arbitrators, as the case may be, may, but need not, award costs relating to such arbitration (including legal fees and expenses) to the "Procedures")prevailing party, otherwise, each party shall bear its own expenses. The arbitrator or arbitrators, as the case may be, will apply California law to the merits of any dispute or claim, without reference to rules of conflicts of law to the extent they would require the application of the laws of another jurisdiction. The parties hereby consent to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior any process or notice of motion or other application to the conduct either of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforsuch courts, and any papers in connection with any such arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other discovery manner as they may agree upon or be permissible under the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 rules of the Procedures applicable court or arbitration tribunal; provided that a reasonable time for appearance is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationallowed.

Arbitration. All disputes Any and all disputes, controversies or controversies claims (whether of law or facteach a "Dispute") of any nature whatsoever arising from or between the Shareholders relating to the interpretation or enforcement or performance of this Agreement and the transactions contemplated hereby shall be decided resolved by binding arbitration by the American Arbitration Association in accordance with its rules, subject to the following provisions: (i) There shall be three arbitrators (the "AssociationArbitrators") which shall be appointed in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules procedures of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes Association. (the "Procedures"). ii) The parties agree that expenses of the arbitration shall be conducted before three arbitrators. Additionally, borne equally by the parties agree that prior to the conduct of hearings, they will cooperate Shareholders involved in the exchange of documents, exhibits and information pursuant to detailed demands thereforarbitration, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators each party shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for bear its or his pro rata share of the own legal fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredexpenses; provided, however, that the arbitrators Arbitrators shall be authorized have discretion to award require that one party pay all or a portion of the expenses of arbitration or the other party's legal fees and costs expenses in connection with any particular arbitration. (iii) The Arbitrators shall determine whether and to what extent any party shall be entitled to damages or equitable relief. No party shall be entitled to punitive damages or consequential damages or shall be required to post a bond in connection with equitable relief. (iv) The Arbitrators shall not have the power to add to nor modify any of the terms or conditions of this Agreement. The Arbitrators' decision shall not go beyond what is necessary for the interpretation and application of the provisions of this Agreement in respect of the issue before the Arbitrators. The Arbitrators' decision and award or permitted remedy, if any, shall be based upon the issue as drafted and submitted by the respective parties and the relevant and competent evidence adduced at the hearing(s). (v) The Arbitrators shall have the authority to award any remedy or relief provided for in this Agreement, in addition to any other remedy or relief (including provisional remedies and relief) that a court of competent jurisdiction could order or grant (but subject to the prevailing partyremedial limitations elsewhere set forth in this Agreement, based upon their consideration including, but without limitation, the aforesaid prohibition against punitive and consequential damages). The Arbitrators written decision shall be rendered within sixty (60) days of the merits hearing. The decision reached by the Arbitrators 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 Arbitrators is relief or remedy on which a court could enter judgement, a judgement upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof (unless in the case of an award of damages, the full amount of the claimsaward is paid within ten (10) days of its determination by the Arbitrators). Otherwise, the merits award shall be binding on the parties in connection with their continuing performance of this Agreement and in any subsequent arbitral or judicial proceeding between the parties. (vi) The arbitration shall take place in Seattle, Washington, unless otherwise agreed by the parties, and shall be conducted in the English language. (vii) The arbitration proceeding 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 for no other purpose. (viii) 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, expire or are suspended in accordance with the provisions hereof. (ix) The Arbitrators may, in their sole discretion, order a pre- hearing exchange of information including production of documents, exchange of summaries of testimony or exchange of statements of position, and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the defensesDispute. At any oral hearing of evidence in connection with an arbitration proceeding, each party and its counsel shall have the results obtained from right to examine its witnesses and to cross-examine the arbitrationwitnesses of the other party. No testimony of any witness shall be presented in written form unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties otherwise agree in writing. (x) Notwithstanding the dispute resolution procedures contained in this Section 6.12, either party may apply to any court having jurisdiction (a) to enforce this Agreement to arbitrate, (b) to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the Dispute is otherwise resolved, or (c) to challenge or vacate any final judgment, award or decision of the Arbitrators that does not comport with the express provisions of this Section 6.12.

Arbitration. All disputes or controversies Except for the right of ▇▇▇▇▇▇▇▇▇▇ to apply to a court of competent jurisdiction for legal and/or equitable relief (whether of law or factincluding temporary restraining orders, preliminary injunctions and/or permanent injunctions) of any nature whatsoever arising from or relating to a breach by Distributor of Sections 2, 6.5, 9 and 10 contained herein, or to prevent irreparable harm pending the arbitration process, all disputes arising out of or in connection with the execution, interpretation, performance or non-performance of this Agreement and Agreement, of which the transactions contemplated hereby parties hereto are unable to resolve by way of good faith negotiations, shall be decided solely and finally settled by arbitration. Such arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the "AssociationRules") ), provided however, that in the event of a conflict between the Rules and the terms and conditions of this Agreement, the terms and conditions of this Agreement will control. The place of arbitration shall be San Jose, California, and the law applicable to the arbitration procedure shall be the United States Federal Arbitration Act. To commence arbitration of an applicable dispute, the party desiring arbitration shall notify the other party in writing in accordance with the rules and regulations Rules. The parties agree to use a single arbitrator, with a background in computer law. In the event that the parties fail to agree upon the selection of the arbitrator within fifteen (15) days after delivery of notice, the arbitrator will be selected by the American Arbitration Association, except that upon request of either party party. The arbitrator shall have no power to add or detract from the right in accordance with Section 18 hereof agreements made by the parties hereunder and may not make any ruling or award that does not conform to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In The arbitrator shall have no authority to award punitive or exemplary damages or any other damages not measured by the event a dispute or controversy arises, either party may submit prevailing party's actual damages. The arbitrator shall specify the dispute to basis for any damage award and the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules type of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")damages awarded. The parties agree that the arbitration award of the arbitrator shall be conducted before three arbitrators. Additionallybe: (i) the sole and exclusive remedy between them regarding any claims, the parties agree that prior counterclaims or issues presented to the conduct arbitrator, (ii) final and subject to no judicial review, (iii) promptly payable in U.S. dollars free of hearingsany tax, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefordeduction or offset, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, (iv) entered and a judgment or decree upon the decision rendered by the arbitrators may be entered enforced in any court of competent jurisdiction, which shall include the Federal and state courts within the State of California, USA. Each The prevailing party required to participate in the arbitration proceedings shall be responsible for its or his pro rata share of the fees awarded reasonable attorney's fees, expert witness fees, and costs of arbitrationand expenses incurred directly in connection with the proceedings, including, but not limited to, unless the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators arbitrator shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationfor good cause determine otherwise.

Arbitration. All disputes or controversies Any dispute referenced in subsection (whether of law or factb) of any nature whatsoever arising from Section 2.09 or relating to this Agreement and the transactions contemplated hereby subsection (e) of Section 11.04 shall be decided resolved by binding arbitration under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the "Association") “AAA”). This arbitration provision is expressly made pursuant to and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-14. The parties hereto agree that, pursuant to Section 9 of the Federal Arbitration Act, a judgment of a United States District Court of competent jurisdiction shall be entered upon the award made pursuant to the arbitration. Three arbitrators, who shall have the authority to allocate the costs of any arbitration initiated under this paragraph, shall be selected in accordance with the rules and regulations following sentence within ten (10) days of the Association, except that either party shall have submission to the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any AAA of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute response to the American Arbitration Association in Garden Citystatement of claim or the date on which any such response is due, New York for whichever is earlier. The selection shall be made as follows: one by the Parent, one by the Acquiror and one by the two so selected, provided, however, that only the third arbitrator shall be required to be neutral.. The arbitrators shall conduct the arbitration in accordance with the Federal Rules of Evidence. The arbitrators shall decide the amount and subject extent of pre-hearing discovery which is appropriate. The arbitrators shall have the power to enter any award of monetary or injunctive relief (including the rules power to issue permanent injunctive relief and also the power to reconsider any prior request for immediate injunctive relief by either of the American Arbitration Association then parties and any order as to immediate injunctive relief previously granted or denied by a court in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior response to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 a request therefor by either of the Procedures is held. The decision of a majority parties), including the power to render an award as provided in Rule 43 of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredAAA Rules; provided, however, that the arbitrators shall be authorized not have the power to award legal fees and costs punitive or consequential damages under any circumstances (whether styled as punitive, exemplary, or treble damages, or any penalty or punitive type of damages) regardless of whether such damages may be available under applicable Law, the parties hereby waiving their rights, if any, to recover any such damages, whether in arbitration or litigation. The arbitrators shall award the prevailing party, based upon their consideration of the merits of the claims, the merits of the defensesparty its costs and reasonable attorney’s fees, and the results obtained from losing party shall bear the entire cost of the arbitration, including the arbitrators’ fees. The arbitration award may be enforced in any court having jurisdiction over the parties and the subject matter of the arbitration. The arbitration shall be held in New York, New York.

Arbitration. All Any and all disputes by and among any of the Parties that arise from or controversies (whether of law or fact) relate to this EA shall be resolved through final and binding arbitration which shall be instead of any nature whatsoever arising from or relating civil litigation, except to this Agreement the extent specifically set forth in Section VIII.D.5., below. Each of the Parties hereby waives their respective right to a jury trial as to such disputes, and understands and agrees that the transactions contemplated hereby arbitrator's decision shall be decided final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. The provisions of this Section VIII D. shall replace and supersede the provisions of Section 5 of the Confidential Information Agreement in its entirety. 1. Arbitration shall be conducted in Las Vegas, Nevada, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "AssociationAAA Rules") then in effect and to the extent consistent with applicable law, although the arbitrator shall be selected by mutual agreement of the parties and need not be a panel member of the American Arbitration Association. It is the Parties' intent that, prior to initiating arbitration proceedings, the Parties shall mediate their dispute with one another in a good faith attempt to avoid the necessity of resolving their disputes through arbitration proceedings. 2. The arbitrator shall allow the discovery authorized and/or required by applicable law in arbitration proceedings, including but not limited to discovery available under applicable State and/or federal arbitration statutes, including the Federal Arbitration Act. 3. The arbitrator shall issue a written award that sets forth the essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the authority to award any relief authorized by applicable law in connection with the asserted claims or disputes. The arbitrator's award shall be subject to correction, confirmation, or vacation, as provided by any applicable law setting forth the standard of judicial review of arbitration awards. 4. Each party to the arbitration shall bear their own respective attorneys' fees and costs incurred in connection with the arbitration; and the parties shall share equally the arbitrator's fees, unless law applicable at the time of the arbitration hearing requires otherwise. The arbitrator shall award attorneys' fees and costs of arbitration to the prevailing party. If there is a dispute as to which of the Parties is the prevailing party in the arbitration, the Arbitrator will decide this issue. 5. Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of Sections 2 and 4 of the Confidential Information Agreement may, at the election of the Company in its sole discretion, be brought in any state or federal court of competent jurisdiction. In connection therewith, Executive acknowledges that his breach of or other failure to comply with any provision of the foregoing Sections would cause irreparable harm to the Company for which there is no adequate remedy at law, and that in the event of such breach or failure the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance, or other equitable relief to prevent the violation of his obligations thereunder. 6. To the extent that any of the AAA Rules or anything in this Section VIII.D. conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern. In the event Executive is a registered representative under the rules of the National Association of Securities Dealers, Inc. ("NASD"), then notwithstanding anything to the contrary in this Section, if required by the rules of the NASD, the arbitration shall be conducted in accordance with the rules and regulations procedures of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specificallyNASD, the Supplementary Procedures for Large, Complex Disputes Company's Employee Handbook and other Company documentation (the "Procedures"each of which contain policies and procedures relating to NASD arbitration). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating The parties to this Agreement and shall each use good faith efforts for a period of 30 days (or such longer time as agreed to by the transactions contemplated hereby applicable parties) to try to resolve any controversy, dispute, or claim arising out of or in connection with this Agreement, or the breach, termination or validity hereof. Thereafter, if such controversy, dispute, or claim remains, it shall be decided settled by the American Arbitration Association (the "Association") final and binding arbitration to be conducted by an arbitration tribunal in accordance with the rules and regulations of the AssociationFort Lauderdale, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independentlyFlorida, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject pursuant to the rules of the American Arbitration Association then Association. The arbitration tribunal shall consist of three arbitrators. The party initiating the controversy, dispute, or claim that led to arbitration shall nominate one arbitrator in effect, the request for arbitration and specificallythe other party shall nominate a second arbitrator in the answer thereto within 30 days of receipt of the request; provided that if there are multiple initiating or answering parties, the Supplementary Procedures for Largearbitrator selected must be reasonably acceptable to all initiating or answering parties, Complex Disputes (as applicable. The two arbitrators so named will then jointly appoint the "Procedures"third arbitrator. If the answering party fails to nominate its arbitrator within the 30-day period, or if the arbitrators named by the parties fail to agree on the third arbitrator within 60 days, the office of the American Arbitration Association in New York, New York shall make the necessary appointments of such arbitrator(s). The parties agree that decision or award of the arbitration tribunal (by a majority determination, or if there is no majority, then by the determination of the third arbitrator, if any) shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands thereforfinal, and judgment upon such other discovery as they may agree upon decision or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators award may be entered in any competent court or application may be made to any competent court for judicial acceptance of competent jurisdictionsuch decision or award and an order of enforcement. Each party required to participate shall be responsible for its or his pro rata share In the event of any procedural matter not covered by the aforesaid rules, the procedural law of the fees and costs State of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators Delaware shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationgovern.

Arbitration. All disputes or controversies (whether If the Customer’s address provided in connection with gaining access to the Cloud Offering is located outside of law or fact) the United States, then the following shall apply: In the event of any nature whatsoever dispute between Customer and QIAGEN RWC arising from out of or relating in connection with this Agreement, the parties shall submit the dispute to this Agreement and the transactions contemplated hereby shall be decided by the American Arbitration Association (the "Association") binding arbitration in accordance with the rules and regulations Rules of Arbitration of the AssociationInternational Chamber of Commerce (“ICC”) then in effect. The arbitration proceeding shall take place in San Francisco, California, and be conducted in English. The parties shall mutually choose a commercial arbitrator with substantial experience in licensing and contract disputes, who may or may not be selected from the appropriate list of ICC arbitrators. If the parties cannot agree upon the arbitrator within fifteen (15) days of a request for arbitration by a party, then a single arbitrator shall be selected in accordance with the Arbitration Rules and Procedures of ICC, provided any arbitrator so selected shall have substantial experience in licensing and contract disputes. The arbitration shall be commenced and conducted as follows: (i) The parties shall request that the arbitrator conduct the arbitration proceeding in an expedited fashion in order to complete the proceeding and render a written decision within twelve months of the date upon which the arbitration proceedings began. The Parties shall use their best efforts to cooperate with the arbitrator to complete the proceeding and render a decision within such twelve month period; (ii) The Arbitrator shall not under any circumstance consolidate, join or otherwise combine the arbitration proceeding with any other proceeding or party, except that either by mutual consent of the parties; and (iii) The arbitrator proceedings shall be governed by this Agreement, by the ICC, and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The Arbitration Panel shall determine the matters at issue in the dispute in accordance with the substantive law of the State of California without regard to conflicts of laws principles. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, QIAGEN RWC shall have the right to institute an action in accordance with Section 18 hereof to seek equitable a court of proper jurisdiction for preliminary injunctive relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event pending a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The final decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may arbitrator, provided that a permanent injunction and damages shall only be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of awarded by the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationarbitrator.

Arbitration. All disputes Any dispute, controversy or controversies (whether claim between the parties arising out of law or factin connection with Section 4(c) or Section 12 of any nature whatsoever arising from or relating to this Agreement and which the transactions contemplated hereby parties fail to resolve by negotiation shall be decided resolved in accordance with the provisions of this Section 17. Any party may demand, by written notice to the other parties, that any covered dispute be submitted to arbitration conducted according to the provisions of this Section. If the parties mutually agree upon one or more individual(s) to arbitrate the dispute, such EXHIBIT 10.18 individuals shall arbitrate the dispute. If the parties mutually agree upon the rules for conducting the arbitration, such rules shall govern the arbitration. If, however, the parties cannot agree upon the identity of the arbitrators and/or the rules for conducting the arbitration within fifteen (15) days after the notice demanding arbitration, either parties may request the American Arbitration Association (the "AssociationAAA") ), to appoint, on an expedited basis, an arbitrator who shall have substantial experience as an arbitrator, be experienced in accordance with the rules and regulations subject matter of the Associationdispute and be able to commence the arbitration proceedings (with at least an initial hearing), except that either party shall have according to the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions requirements of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with Section and subject to the other complimentary rules of the American Arbitration Association then in effectAssociation, and specifically, the Supplementary Procedures for Large, Complex Disputes within thirty (the "Procedures")30) days after appointment. The parties agree that shall exchange demands for relief and responses thereto, and may serve their requests for production of documents pursuant to the arbitration shall be conducted before three arbitrators. AdditionallyUniform Arbitration Act, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances initial hearing. The arbitration proceedings shall be completed within thirty (30) days after the Preliminary Hearing described in Section 4 of initial hearing and the Procedures is heldarbitrator's decision shall be provided to the parties within thirty (30) days thereafter. The decision of the arbitrator shall be final and binding provided such decision is set forth in a majority writing by the arbitrator which recites the decision and all findings and orders relative to the implementation thereof including, without limitation, the amount and/or nature of any awards and the allocation of responsibility among the parties to pay the AAA fees and the fees of the arbitrators shall be binding upon all attorneys and other professionals incurred by the parties, and a judgment or decree upon the in accordance with this Section. The arbitrator's decision rendered by the arbitrators may be entered in enforced by any court of competent jurisdiction. Each party required to participate The place of arbitration shall be responsible for its or his pro rata share of the fees and costs of arbitrationSan Francisco, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationCalifornia.

Arbitration. All Notwithstanding the terms of Section 10.1(b), any disputes or controversies (whether of law or fact) regarding the amount of any nature whatsoever arising from payments or relating expenditures to be made under this Agreement and or any other similar disputes regarding the transactions contemplated hereby calculation of monetary amounts, whether sounding in contract, tort or otherwise, shall be decided resolved by binding, self administered arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the "Association") in accordance with the rules “AAA”), and regulations of the Association, except that either party all such proceedings shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Federal Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")Act. The parties agree that the arbitration There shall be conducted before three arbitrators. AdditionallyEach party shall designate an arbitrator within 30 days of the notification of a party’s intent to proceed with arbitration. The two arbitrators so designated shall elect a third arbitrator, who shall be neutral, and shall be a person who has at least eight years professional experience in the casino gaming industry and who has not previously been employed by either Party and does not have a direct or indirect interest in either Party or the subject matter of the arbitration. If either Party fails to designate an arbitrator within the time specified or the two Parties’ arbitrators fail to designate a third arbitrator within 30 days of their appointment, the parties agree that prior to remaining arbitrator(s) shall be appointed by the conduct AAA. Each Party shall pay for the expenses incurred by its designated arbitrator and the costs of hearingsthe third, they will cooperate in neutral arbitrator shall be divided between the exchange of documents, exhibits and information Parties. Only damages allowed pursuant to detailed demands thereforthis agreement may be awarded and, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 without limitation of the Procedures is held. The decision of a majority of foregoing, the arbitrators shall be binding upon all parties, and a judgment or decree upon have no authority to award damages contravening in any way the decision rendered limitation of liability agreed to by the arbitrators may be entered Parties in any court of competent jurisdictionSection 8. Each party required to participate The arbitration panel shall be responsible for its or his pro rata share apply the laws of the fees and costs state of arbitrationNevada. The arbitration shall take place in Las Vegas, includingNevada. ALL PROCEEDINGS, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationAWARDS AND DECISIONS UNDER ANY DISPUTE RESOLUTION PROCEEDING SHALL BE STRICTLY PRIVATE AND CONFIDENTIAL AND THE ARBITRATORS SHALL EXECUTE CONFIDENTIALITY AGREEMENTS ACKNOWLEDGING AND AGREEING TO THE SAME.

Arbitration. All disputes or controversies (whether of law or fact) of Subject to Section 16.4, any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby Dispute, shall be decided resolved by the American Arbitration Association binding arbitration before a panel of three (the "Association"3) independent, neutral arbitrators in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then (“AAA”) in effect, and specificallyeffect at the time the proceeding is initiated. In any such arbitration, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). following procedures shall apply: 16.3.1 The parties agree that the arbitration shall be conducted before three arbitrators. Additionallypursuant to the then-current AAA rules (in the case of disputes involving [**] Dollars ($[**]) or less, or JSC disputes that are not finally resolved pursuant to Section 16.2, the parties agree accelerated rules shall be used, and for all other disputes the comprehensive rules shall be used), in effect on the date of the arbitration. 16.3.2 The panel will be comprised of one arbitrator chosen by Curis, one by ImmuNext and the third by the two so chosen. If either, or both, of Curis or ImmuNext fails to choose an arbitrator or arbitrators within [**] after receiving notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within [**] after their appointment, then either or both Parties shall immediately request that prior the AAA select the remaining number of arbitrators to be selected, which arbitrator(s) shall have the requisite scientific background, experience and expertise. The place of arbitration shall be Boston, Massachusetts. 16.3.3 Either Party may apply to the conduct arbitrators for interim injunctive relief until the arbitration decision is rendered or the Dispute is otherwise resolved. The arbitrators shall have no authority to award punitive or any other type of hearingsdamages not measured by a Party’s compensatory damages or that is otherwise prohibited by this Agreement. Each Party shall bear its own costs and expenses and attorneys’ fees in connection with any such arbitration. 16.3.4 Except to the extent necessary to confirm or to enforce an award or decision or as may be required by Laws, they will cooperate in neither Party nor any arbitrator may disclose the exchange existence or results of documents, exhibits and information any arbitration without the prior written consent of both Parties. In no event shall any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Dispute would be barred by the applicable New York statute of limitations. 16.3.5 In the event of a Dispute involving the alleged breach of this Agreement (including whether a Party has performed its diligence obligations hereunder), (a) neither Party may terminate this Agreement under Section 15.2.1 until resolution of the Dispute pursuant to detailed demands therefor, this Section 16.3 and such other discovery as they may agree upon or (b) if the arbitrators may deem appropriate in render a decision that a breach of this Agreement has occurred, the circumstances after arbitrators shall have no authority to modify the Preliminary Hearing described in Section 4 right of the Procedures is held. non-breaching Party to terminate this Agreement in accordance with Section 15.2. 16.3.6 Any disputed performance or suspended performance pending the resolution of a Dispute that the arbitrators determine to be required to be performed by a Party shall be completed within a reasonable time period following the final decision of the arbitrators. 16.3.7 The decision of the arbitrators with respect to any Disputes subject to resolution pursuant to this Section 16 shall be final and binding upon the Parties. In no event shall the arbitrators be permitted to reform or amend this Agreement through their decision. Any monetary payment to be made by a majority Party pursuant to a decision of the arbitrators shall be binding upon all parties, and a judgment or decree upon made in United States dollars. Either Party may enforce the decision rendered by of the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes Any dispute, controversy or controversies (whether claim arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement and or any contract or agreement entered into pursuant hereto or the transactions contemplated hereby performance by the parties of its or their terms shall be decided settled by the American Arbitration Association (the "Association") binding arbitration held in Sonoma, California, in accordance with the rules Arbitration Rules and regulations Procedures of JAMS in effect at the time the request for arbitration is submitted, except as specifically otherwise provided in this Article 9(k). One neutral arbitrator shall hear the matter. The arbitrator shall allow such discovery as the arbitrator determines appropriate under the circumstances and shall resolve the dispute as expeditiously as practicable, and if reasonably practicable, within 120 days after the selection of the Associationarbitrator. The arbitrator shall give the parties written notice of the decision, except that either party with the reasons therefor set out, and shall have 30 days thereafter to reconsider and modify such decision if any party so requests within 10 days after the right decision. Thereafter, the decision of the arbitrator shall be final, binding, and nonappealable with respect to all persons, including (without limitation) persons who have failed or refused to participate in accordance with Section 18 hereof the arbitration process. The arbitrator shall have authority to seek award relief under legal or equitable relief independentlyprinciples, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive including interim or preliminary relief, specific performance or any other equitable remedy and to allocate responsibility for the costs of the arbitration and to award recovery of attorney’s fees and expenses in such manner as may is determined to be appropriate to enforce or prevent by the violation of, any of the terms and conditions of this Agreementarbitrator. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree Judgment upon the decision award rendered by the arbitrators arbitrator may be entered in any court of competent having in personam and subject matter jurisdiction. Each party required Purchaser, Sonoma and each Seller hereby submit to participate the in personam jurisdiction of the Federal and State courts in Sonoma County, California, for the purpose of confirming any such award and entering judgment thereon. All proceedings under this Article 9(k), and all evidence given or discovered pursuant hereto, shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree maintained in advance will be required; provided, however, confidence by all parties. The fact that the arbitrators dispute resolution procedures specified in this Article 9(k) shall have been or may be authorized invoked shall not excuse any party from performing its obligations under this Agreement and during the pendency of any such procedure all parties shall continue to award legal fees and costs perform their respective obligations in good faith, subject to the prevailing any rights to terminate this Agreement that may be available to any party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.

Arbitration. All disputes Any Dispute that is not resolved within the applicable notice or controversies (whether of law or fact) of any nature whatsoever arising from or relating to cure periods provided in this Agreement can be submitted to binding arbitration.The arbitration hearing(s) and the transactions contemplated hereby all related proceedings shall be decided conducted in Alameda County, California and shall be administered by either AAA or JAMS, at the American Arbitration Association (the "Association") in accordance with the rules and regulations option of the Association, except that either party shall have the right in accordance with Section 18 hereof Party demanding submission to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreementarbitration. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the All proceedings by arbitration shall be conducted before three arbitratorspursuant to the Rules and Procedures of the arbitration administrator selected. Additionally, the parties The submitting Party shall submit such Dispute to arbitration by providing a written demand for arbitration to all other Parties. The Parties agree that prior any arbitrated matter will be handled by a single arbitrator with significant commercial contract resolution experience to be mutually selected by the Parties, pursuant to the conduct of hearings, they will cooperate in the exchange of documents, exhibits Rules and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 Procedures of the Procedures is heldarbitration administrator. The decision of a majority of the arbitrators arbitrator shall be binding upon all partiesin writing, final, and a judgment or decree upon binding on the decision rendered by the arbitrators Parties. Any award may be entered enforced by any Party, as applicable, in any a court of competent jurisdiction. Each party required The award shall include interest from the date of any damages incurred, and from the date of the award until paid in full, at the rate of the lesser of (a) the rate per annum equal to participate the rate published by the Wall Street Journal as the “prime rate” on the date on which such interest begins to accrue plus one percent (1%) and (b) the maximum rate allowed by the applicable law.Any Party to this Agreement retains the right to reject the application of this term to a Dispute unilaterally, thereby rejecting submission of the Dispute to arbitration and electing resolution by litigation before a Court of competent jurisdiction. The election to waive submission to arbitration shall be responsible accomplished by any Party by providing a written rejection notice to all other Parties to the Agreement prior to the submission of a written demand for its or his pro rata share arbitration by any such Party. In this event, the Parties nonetheless agree that the venue for determination of any litigated matter in connection with any such Dispute shall remain in Alameda County, California and that the applicable law for the determination shall be the laws of the State of California. The Parties to this Agreement specifically agree that the Prevailing Party to arbitration or litigation of any such Dispute shall be awarded its reasonable attorneys’ fees, expert fees, expenses, and costs, as incurred in connection with the Dispute, including all reasonable and related fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs incurred prior to the prevailing partywritten demand for arbitration or rejection notice, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained as arising from the arbitrationDispute. Nothing in this term to the Agreement shall preclude any Party from seeking provisional or equitable remedies from a court of appropriate jurisdiction.

Arbitration. All disputes (a) Any dispute, controversy or controversies claim arising out ------------ of, relating to, or in connection with, this Agreement, or the breach, termination or validity thereof, will be submitted to the Chief Executive Officer of BDM and the President of Dentsu as soon as reasonably practicable for resolution. (whether b) If the Chief Executive Officer of law BDM and the President of Dentsu are unable to resolve any such dispute, controversy or factclaim within 15 days after same is submitted to them, either party may at any time thereafter require that such dispute, controversy or claim be finally settled by binding arbitration. The arbitration shall be conducted in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration of International Disputes in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York City, United States, and it shall be conducted in the English language provided that either party may submit testimony or documentary evidence in any language if it furnishes, upon the request of the other party, a translation into English of any such testimony or documentary evidence. The neutral organization designated to perform the functions specified in Rule 6 and Rules 7.7(b), 7.8 and 7.9 shall be the CPR Institute for Dispute Resolution. Notwithstanding Section 13.3 of this Agreement the arbitration and this clause shall be governed by Title 9 (Arbitration) of the United States Code. (c) The arbitration shall be conducted by three arbitrators. The arbitrators shall be selected as provided in the rules specified above. (d) In order to facilitate the comprehensive resolution of related disputes, and upon request of any nature whatsoever arising from or party to the arbitration proceeding, the arbitration tribunal may, within 90 days of its appointment, consolidate the arbitration proceeding with any other arbitration proceeding involving any of the parties hereto relating to this Agreement or any other Related Documents. The arbitration tribunal shall not consolidate such arbitrations unless it determines that (i) there are issues of fact or law common to the two proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay or otherwise. In the event of different rulings on this question by the arbitration tribunal constituted hereunder and the transactions contemplated hereby tribunal constituted under any Related Document, the ruling of the panel constituted hereunder shall control. In the case of a consolidated proceeding, the arbitrators in that proceeding shall be decided by the American Arbitration Association (the "Association") named in accordance with the rules provisions hereof. (e) The arbitral award shall be in writing, state the reasons for the award and regulations be final and binding on the parties. The award may include an award of the Associationcosts, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but including reasonable attorneys' fees and disbursements. The arbitral award may not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance provide for punitive damages or any other equitable remedy as may be appropriate to enforce relief not contemplated by this Agreement or prevent the violation ofother relevant Related Documents. (f) All proceedings in connection with any arbitration, any including its existence, the content of the terms proceedings and conditions of this Agreement. In the event a dispute or controversy arisesany decision, either party may submit the dispute shall be kept confidential to the American Arbitration Association in Garden City, New York for arbitration in accordance maximum extent possible consistent with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes law. (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree g) Judgment upon the decision rendered by the arbitrators may be entered in by any court of competent jurisdiction. having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (h) Each party required to participate shall be responsible for its or his pro rata will bear a fifty percent (50%) share of the fees all fees, costs and costs of arbitration, including, but not limited to, the cost of a full stenographic record expenses of the proceedings which arbitrators, and notwithstanding any law to the parties hereby agree in advance contrary, each party will be requiredbear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, that in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the arbitrators shall arbitration tribunal, the prevailing party in such a proceeding will be authorized entitled to award legal recover reasonable attorneys' fees and costs expenses incurred in connection with such proceeding, in addition to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationany other relief to which it may be entitled.

Arbitration. All disputes (a) Subject to Section 8.12, the Parties agree that any dispute or controversies (whether of law ------------ controversy arising out of, relating to, or fact) of any nature whatsoever arising from in connection with this Agreement, or relating to this Agreement and the transactions contemplated hereby interpretation, validity, construction, performance, breach, or termination thereof, shall be decided settled by binding arbitration to be held in accordance with the American Arbitration Association Commercial Arbitration Rules, and Supplemental Procedures for Large Complex Disputes (together the "AssociationRules") ). If the Buyer initiates the arbitration, such arbitration shall be held in accordance with the rules county of Santa Clara, California. If the Seller initiates the arbitration, such arbitration shall be held in the city of Boston, Massachusetts. Such dispute or controversy shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Seller and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this AgreementBuyer. In the event a dispute or controversy arises, either party may submit the that within fifteen (15) days after submission of any dispute to arbitration, the American Arbitration Association in Garden CitySeller and the Buyer cannot mutually agree on one arbitrator, New York for arbitration in accordance with the Seller and subject to the rules of the American Arbitration Association then in effectBuyer shall each select one arbitrator, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration two arbitrators so selected shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldselect a third arbitrator. The decision of the arbitrator or a majority of the arbitrators three arbitrators, as the case may be, shall be final, binding upon all parties, and a judgment or decree conclusive upon the decision rendered by parties to the arbitrators arbitration. Judgment may be entered on the arbitrator(s)' decision in any court having jurisdiction. (b) At the request of competent jurisdiction. Each party required either Party, the arbitrator(s) will enter an appropriate protective order to participate shall be responsible for its maintain the confidentiality of information produced or his pro rata share exchanged in the course of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators arbitration proceedings. (c) The arbitrator(s) shall be authorized apply Delaware law to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claimsany dispute or claim, the merits without reference to rules of the defensesconflicts of law. (d) THE PARTIES HAVE READ AND UNDERSTANDS THIS SECTION, and the results obtained from the arbitrationWHICH DISCUSSES ARBITRATION. THE PARTIES UNDERSTAND THAT BY SIGNING THIS AGREEMENT, THEY AGREE, EXCEPT AS SET FORTH IN SECTION 8.12 ABOVE, TO SUBMIT ANY CLAIMS ------------ ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE PARTY'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.

Arbitration. All disputes or controversies (whether In the event of law or fact) a dispute between the Company and the Executive over the terms of any nature whatsoever arising from or relating to this Agreement which is not settled by the parties, then the Company and the transactions contemplated hereby shall be decided Executive agree to settle any and all such disputed issues by the American Arbitration Association (the "Association") arbitration in New York, New York in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the then-existing rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")Association. The parties agree Company and the Executive shall jointly appoint one person to act as the arbitrator. In the event that the Company and the Executive cannot agree to an arbitrator within 30 days of delivery of a party's demand for arbitration to the other party, then the arbitrator shall be conducted before three arbitrators. Additionally, chosen by the parties agree that prior President of the American Arbitration Association or pursuant to the conduct of hearings, they will cooperate any tie-breaking procedure set forth in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 then-existing rules of the Procedures is heldAmerican Arbitration Association. The decision of a majority of the arbitrators arbitrator shall be binding upon all parties, the parties and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate there shall be responsible no appeal therefrom other than for its bias, fraud or his pro rata share misconduct, or as provided by law. The costs of the arbitration, including the fees and costs expenses of arbitrationthe arbitrator, includingshall be borne fifty percent by the Company, on the one hand, and fifty percent by the Executive, on the other, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredeach party shall pay its own attorneys' fees; provided, however, that if the arbitrators arbitrator shall be authorized to award legal materially rule for the Executive, the Company shall pay or reimburse the Executive's reasonable attorneys' fees and costs to the prevailing party, based upon their consideration Executive's share of the merits arbitration costs incurred in connection with such arbitration. Notwithstanding the foregoing, it is specifically understood that Executive shall remain free to assert and enforce in any court of competent jurisdiction such rights, if any, as Executive may have under federal, state, or local law, including without limitation, rights arising under Title VII of the claimsCivil Rights Act of 1964, as amended, the merits Age Discrimination and Employment Act of 1967, as amended, and/or the defenses, and the results obtained from the arbitrationAmericans With Disabilities Act of 1990.

Arbitration. All disputes Any dispute, controversy or controversies (whether claim between the Parties, arising out of law or fact) of any nature whatsoever arising from or relating to this Agreement or the Parties' respective rights and obligations hereunder either during or after the Term (including the question as to whether any such matter is arbitrable) shall be subject to binding arbitration in accordance with then-existing commercial arbitration rules of the American Arbitration Association. The Parties agree that, in the course of any such [***] Confidential Treatment Requested arbitration, service of any notice at their respective addresses in accordance with Section 13.11 of this Agreement shall be valid and sufficient, and any arbitration hereunder shall be in the jurisdiction of the defendant Party, which in the case of Progenics shall be New York and in the case of CBC shall be Massachusetts. In any such arbitration, an award shall be rendered by a majority of the members of a board of arbitration consisting of three (3) members, one (1) of whom shall be chosen by each of Progenics and CBC and the transactions contemplated hereby third of whom shall be decided appointed by mutual agreement of such two (2) arbitrators. In the event of failure of such two (2) arbitrators to agree within sixty (60) days after the commencement of arbitration (as defined below) upon appointment of the third arbitrator, or in the event that either Party shall fail to appoint an arbitrator within thirty (30) days after the commencement of the arbitration proceedings, the third arbitrator or (upon request of the other Party) the second arbitrator and the third arbitrator, as the case may be, shall be appointed by the American Arbitration Association (the "Association") in accordance with its then existing commercial arbitration rules. For purposes of this Section, the rules and regulations "commencement of the Association, except that either party arbitration proceeding" shall have mean the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent date upon which the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to defendant Party receives from the American Arbitration Association in Garden City, New York a copy of the request for arbitration in accordance with and subject filed by the party desiring to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior have recourse to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldarbitration. The decision of a majority of the arbitrators shall be binding upon in writing and shall set forth the basis therefor. The Parties shall abide by all partiesawards rendered in arbitration proceedings, and a judgment or decree upon the decision rendered by the arbitrators such awards may be entered enforced and executed upon in any court having jurisdiction over the Party against whom enforcement of competent jurisdictionsuch award is to be sought. Each party required to participate The Parties shall be responsible for its or his pro rata share of divide equally the fees administrative charges, arbitrators' fees, and costs related expenses of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree each Party shall pay its own legal fees incurred in advance will be requiredconnection with any such arbitration; provided, however, that if the arbitrators determine that one Party prevailed clearly and substantially over the other Party, then the non-prevailing Party shall be authorized to award legal also pay the reasonable attorneys' fees and expert witness costs to and other arbitration costs of the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationParty.

Arbitration. All disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating to Any dispute under this Agreement and the transactions contemplated hereby shall be decided by submitted ------------ to arbitration under the American Arbitration Association (the "AssociationAAA") in accordance with Los --- Angeles, California, and shall be finally and conclusively determined by the rules and regulations decision of a board of arbitration consisting of three (3) members (hereinafter referred to as the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any "Board of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject Arbitration") selected according to the rules -------------------- governing the AAA. The Board of the American Arbitration Association then shall meet on consecutive business days in effectLos Angeles, California, and specifically, the Supplementary Procedures for Large, Complex Disputes shall reach and render a decision in writing (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate concurred in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of by a majority of the arbitrators members of the Board of Arbitration) with respect to the amount, if any, that the losing party is required to pay to the other party in respect of a claim filed. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow the laws of the State of California. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to all parties involved in the dispute. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding upon all partiesand conclusive on the parties to the dispute, and a judgment or decree upon entitled to be enforced to the decision rendered fullest extent permitted by the arbitrators may be law and entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share The Board of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators Arbitration shall be authorized and is hereby directed to award legal fees and costs enter a default judgment against any party failing to participate in any proceeding hereunder within the time periods set forth in the AAA rules. The non-prevailing party to any arbitration (as determined by the Board of Arbitration) shall pay the expenses of the prevailing party, based upon their consideration of the merits of the claimsincluding reasonable attorneys' fees, the merits of the defensesin connection with such arbitration. Any party shall be entitled to obtain injunctive relief from a court in any case where such relief is available, and the results obtained from non-prevailing party to any such injunctive proceeding shall pay the arbitrationexpenses of the prevailing party, including reasonable attorneys' fees, in connection with such proceeding.

Arbitration. All disputes or controversies (whether If the parties do not agree on a written resolution of law or fact) a Dispute pursuant to the procedures set forth in Section 11.1 by the end of the First Meeting, then, except as otherwise provided in this Agreement, any nature whatsoever arising from or relating to this Agreement and the transactions contemplated hereby Dispute shall be decided submitted to binding arbitration in Los Angeles County, California by a single arbitrator mutually chosen by the American Arbitration Association parties in writing, who shall be a retired judge or litigator with ten (10) years or more of experience with claims similar to the "Association"Dispute (provided, that lack of experience with claims involving the cannabis industry shall not be a cause for disqualification). If the parties cannot agree on an arbitrator, JAMS shall provide a list of six (6) in accordance candidates, and each party shall take turns striking candidates (beginning with the rules and regulations party who received the notice of arbitration) until there is a single arbitrator. The costs of the Associationarbitration, except including any JAMS administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be borne equally by the parties to the arbitration; provided that either all costs and expenses of the dispute, including arbitrator fees and reasonable attorneys’ fees and costs incurred, shall be awarded to the prevailing or most prevailing party as determined by the arbitrator. The arbitrator shall not have the right in accordance with Section 18 hereof any power to seek equitable relief independentlyalter, includingamend, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance modify or any other equitable remedy as may be appropriate to enforce or prevent the violation of, change any of the terms and conditions of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law. In the event The arbitrator shall render a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules written opinion not later than thirty (30) days after conclusion of the American Arbitration Association then in effectarbitration proceedings setting forth a determination of award, if any, and specificallythe basis for awarding (or not awarding) the relief sought by the parties, the Supplementary Procedures for Large, Complex Disputes (the "Procedures")including findings of fact and conclusions of law. The parties agree that the arbitration shall be conducted before three arbitrators. AdditionallyIf JAMS refuses to arbitrate a Dispute, the parties agree that prior shall cooperate in good faith to find an alternative arbitrator reasonably acceptable to the conduct of hearings, they will cooperate parties in writing. An arbitrator exceeds his or her powers by voiding or refusing to enforce any contracts or arbitration agreements between Parties based solely on the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 cannabis- related nature of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationcontract.

Arbitration. All disputes Any controversy between Health Plan and Provider shall be resolved, to the extent possible, within forty-five (45) days by informal meetings and discussions held in good faith between appropriate representatives of the parties. Any remaining controversies or controversies (whether of law claims which, when determined on a cumulative basis, exceed $10,000 or fact) of any nature whatsoever more, arising from or relating related to this Agreement and the transactions contemplated hereby rendition of services to Members pursuant to this Agreement, shall be decided settled by binding arbitration; provided, however, that binding arbitration shall not be utilized to adjudicate matters that primarily involve review of Provider’s professional competence or professional conduct, and shall not be available as a mechanism for appeal of any determinations made as to such matters. The arbitration shall be administered by the American Arbitration Association (the "Association"“AAA”) in accordance with the rules and regulations of the Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event a dispute or controversy arises, either party may submit the dispute to the American its Commercial Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association Rules then in effect, and specificallyshall be conducted by a single arbitrator in Long Beach, California. The arbitrator shall be an attorney with at least fifteen years of experience, including at least five in managed health care. The parties shall conduct a mandatory settlement conference at the Supplementary Procedures for Largeinitiation of arbitration, Complex Disputes (to be administered by AAA. The arbitrator shall have no authority to provide a remedy or award damages that would not be available to such prevailing party in a court of law. Nor shall the "Procedures")arbitrator have the authority to award punitive damages. Each party shall bear its own costs and expenses, including its own attorneys’ fees, and shall bear an equal share of the arbitrator’s and administrative fees of arbitration. The parties agree that to accept the arbitration shall be conducted before three arbitrators. Additionally, arbitrator’s decision as a final determination of the parties agree that prior to the conduct of hearings, they will cooperate matter in the exchange of documents, exhibits and information pursuant to detailed demands therefordispute, and such other discovery as they may agree upon or judgment on the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision award rendered by the arbitrators arbitrator may be entered in any court of competent jurisdictionhaving jurisdiction hereof. Each party required to participate Any arbitration must be initiated within one year after the controversy or claim arises, is discovered or should have been discovered with reasonable diligence; if not so initiated, any such claim shall be responsible deemed waived. The use of binding arbitration shall not preclude a request for its or his pro rata share equitable and injunctive relief made to a court of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitrationappropriate jurisdiction.

Arbitration. All Except for any action for injunctive or any other equitable remedies, all disputes or controversies (whether of law or fact) of any nature whatsoever arising from or relating to this Agreement which are not resolved through cooperation and the transactions contemplated hereby mediation shall be decided finally resolved by the American Arbitration Association (the "Association") binding arbitration by a single arbitrator in accordance with the rules and regulations Federal Arbitration Act, 9 USCA 1, et. seq. in effect at the time. Each party to this Agreement can initiate arbitration pursuant to this Agreement by serving notice on the other party of an intent to arbitrate. Each of the Associationparties consents to venue for such arbitration in Orange County, except California. The notice shall specify with particularity the claims or issues that either are to be arbitrated. Within ten days of receipt of the notice by all parties, the parties shall use all reasonable efforts to obtain a list of available arbitrators from the appropriate office of JAMS and select a mutually acceptable arbitrator. If the parties are unable to agree on an arbitrator within ten days, any party may petition the Presiding Judge of the forum's Superior Court to select a single arbitrator from the JAMS list. The parties shall have the right discovery rights available under the forum's Civil Rules, subject to the limitation that each side shall be limited to no more than five depositions unless, upon a showing of good cause, the party can convince the arbitrator that more depositions should be permitted. It shall be the intention of the parties to select an arbitrator and set a schedule according to the following: (1) all discovery must be concluded within 120 days of the selection of an arbitrator, (2) the arbitration hearing must be concluded within 30 days of the close of discovery and it will be conducted in accordance with Section 18 hereof to seek equitable relief independentlythe forum's Rules of Evidence, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may and (3) the arbitrator's final decision shall be appropriate to enforce or prevent the violation of, any rendered within ten days of the terms and conditions of this Agreementfinal hearing day. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree Judgment upon the decision rendered by the arbitrators arbitrator's final award may be entered in any court having jurisdiction thereof. The parties shall bear in equal shares the arbitrator's fees and costs. In those cases where the arbitrator's judgment consists solely of competent jurisdiction. Each monetary damages, the prevailing party required to participate in the arbitration shall be responsible for awarded its or his pro rata share of the reasonable attorneys' fees and costs of arbitrationall costs, including, but not limited to, other than the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal arbitrator's fees and costs to costs. For the purpose of determining who is the prevailing party, based upon their consideration each side will submit to the other a single written offer of settlement ten days prior to the start of the merits of the claims, the merits of the defenses, arbitration hearing and the results obtained from party whose offer most closely resembles the arbitrationarbitrator's award shall be deemed the prevailing party for the purpose of awarding attorneys' fees.

Arbitration. All disputes Any dispute between the parties hereto (except for any event of default or controversies dispute regarding the payment of rent, either (whether of law or factboth) of which Landlord shall be entitled to its remedies under Article 17 hereof, and except for any nature whatsoever arising dispute for which the Superior Court for the location in which the Premises are situated has jurisdiction by virtue of the California Code of Civil Procedure, Section 1161 et. seq [as the same may be recodified or amended from time to time]) shall be determined by arbitration. Whenever any such dispute arises between the parties hereto in connection with the Premises or relating this Lease and either party give written notice to this Agreement the other that such dispute shall be determined by arbitration, then within thirty (30) days after the giving of the notice, both parties shall select and hire one member of the panel of Judicial Arbitration and Mediation Services, Inc. (“Judge”). The Judge shall be a retired judge experienced with commercial real property lease disputes in the County in which the Premises are located. As soon as reasonably possible, but no later than forty (40) days after the Judge is selected, the Judge shall meet with the parties at a location reasonably acceptable to Landlord, Tenant and the transactions contemplated hereby Judge. The Judge shall determine the matter within ten (10) days after any such meeting. Each party shall pay half the costs and expenses of the Judge. If Judicial Arbitration and Mediation Services, Inc. ceases to exist, and either party gives written notice to the other that a dispute shall be decided determined by arbitration, then, unless agreed otherwise in writing by the American Arbitration Association parties, all arbitrations hereunder shall be governed by California Code of Civil Procedure Sections 1280 through 1294.2, inclusive, as amended or recodified from time to time, to the extent they do not conflict with this Article. Within ten (10) days after delivery of such notice, each party shall select an arbitrator with at least five (5) years’ experience in commercial real property leases in the "Association"County in which the Premises are located and advise the other party of its selection in writing. The two arbitrators so named shall meet promptly and seek to reach a conclusion as to the matter to be determined, and their decision, rendered in writing and delivered to the parties hereto, shall be final and binding on the parties. If said arbitrators shall fail to reach a decision within ten (10) days after the appointment of the second arbitrator, said arbitrators shall name a third arbitrator within the succeeding period of five (5) days. Said three (3) arbitrators thereafter shall meet promptly for consideration of the matter to be determined and the decision of any two (2) of said arbitrators rendered in accordance writing and delivered to the parties hereto shall be final and binding on the parties. If either party fails to appoint an arbitrator within the prescribed time, and/or if either party fails to appoint an arbitrator with the rules and regulations qualifications specified herein, and/or if any two arbitrators are unable to agree upon the appointment of a third arbitrator within the prescribed time, then the Superior Court of the AssociationCounty in which the Premises is located may, except that either party upon request of any party, appoint such arbitrators, as the case may be, and the arbitrators as a group shall have the right in accordance with Section 18 hereof same power and authority to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy render a final and binding decision as may be appropriate where the appointments are made pursuant to enforce or prevent the violation of, any provisions of the terms and conditions of this Agreementpreceding paragraph. In the event a dispute or controversy arises, either party may submit the dispute to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration All arbitrators shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct individuals with at lease five (5) years experience negotiating or arbitrating disputes arising out of hearings, they will cooperate commercial real property leases in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or County where the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is heldPremises are located. The decision of a majority of the arbitrators All determinations by arbitration hereunder shall be binding upon all parties, Landlord and a judgment or decree upon the decision rendered Tenant. Any determination by the arbitrators arbitration hereunder may be entered in any court of competent having jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be required; provided, however, that the arbitrators shall be authorized to award legal fees and costs to the prevailing party, based upon their consideration of the merits of the claims, the merits of the defenses, and the results obtained from the arbitration.Landlord’s Initials Tenant’s Initials Landlord’s Initials Tenant’s Initials

Arbitration. All disputes Any disagreement, dispute, controversy or controversies (whether claim arising ----------- out of law or fact) of any nature whatsoever arising from or relating to this Agreement and or the transactions contemplated hereby breach hereof (whether sounding in contract or tort), shall be decided resolved exclusively and finally by the American Arbitration Association (the "Association") arbitration in accordance with the rules following procedures: (a) The arbitration shall be conducted in the city and regulations county of San Francisco, California, or such other location as the parties mutually agree. (b) The arbitration proceedings will be conducted in accordance with, and pursuant to, the Labor Arbitration Rules (the "Arbitration Rules") of the ----------------- American Arbitration Association, except that either party shall have the right in accordance with Section 18 hereof to seek equitable relief independently, including, but not limited to, temporary restraining orders, provisional and/or permanent injunctive relief, specific performance or any other equitable remedy as may be appropriate to enforce or prevent the violation of, any of the terms and conditions of this Agreement. In the event of any conflict between the Arbitration Rules and the provisions of this Section 3.2, the provisions of this Section 3.2 shall control. (c) There will be a dispute or controversy arises, either party may submit the dispute single neutral arbitrator ("Arbitrator") who will ---------- be selected pursuant to the American Arbitration Association in Garden City, New York for arbitration in accordance with and subject to the rules of the American Arbitration Association then in effect, and specifically, the Supplementary Procedures for Large, Complex Disputes (the "Procedures"). The parties agree that the arbitration shall be conducted before three arbitrators. Additionally, the parties agree that prior to the conduct of hearings, they will cooperate in the exchange of documents, exhibits and information pursuant to detailed demands therefor, and such other discovery as they may agree upon or the arbitrators may deem appropriate in the circumstances after the Preliminary Hearing described in Section 4 of the Procedures is held. The decision of a majority of the arbitrators shall be binding upon all parties, and a judgment or decree upon the decision rendered by the arbitrators may be entered in any court of competent jurisdiction. Each party required to participate shall be responsible for its or his pro rata share of the fees and costs of arbitration, including, but not limited to, the cost of a full stenographic record of the proceedings which the parties hereby agree in advance will be requiredRules; provided, however, that -------- ------- notwithstanding the arbitrators Arbitration Rules, Employee shall have the right to preemptively challenge any arbitrator that has previously arbitrated any matter for Level One. (d) The Arbitrator will have the power to grant all appropriate legal and equitable relief, both by way of interim relief and as a part of the final award, as may be authorized granted by any court of competent jurisdiction, in order to carry out the terms of this Agreement (including, without limitation, declaratory and injunctive relief and damages, but in no event shall the Arbitrator have the authority to award legal fees punitive or exemplary damages). All awards and costs orders of the Arbitrator, including interim relief, may be enforced by any court of competent jurisdiction. (e) The parties intend that the arbitration proceedings be conducted as expeditiously as possible and that appropriate rights of discovery (including the right to depose witnesses, submit interrogatories and request documents) be granted to each party. In that regard, the parties agree to work together in good faith and with the Arbitrator to arrive upon mutually acceptable procedures regarding the time limits for, and type, amount, scope and degree of, such rights of discovery and the periods of time within which the matters submitted to arbitration must be heard and determined by the Arbitrator. If the parties are unable to so agree, such issues will be submitted to the prevailing Arbitrator for his or her determination. If proper notice of any hearing has been given, the Arbitrator will have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of any party who fails to appear. At the request of any party, based upon their consideration the Arbitrator, attorneys, parties to the arbitration, witnesses, experts, court reporters or other persons present at the arbitration shall agree in writing to maintain the strict confidentiality of the merits arbitration proceedings. (f) Notwithstanding the foregoing, a party may apply to a court of competent jurisdiction within the claimsState of California for relief in the form of a temporary restraining order or preliminary injunction, the merits or other provisional remedy pending appointment of the defenses, and the results obtained from the arbitrationan Arbitrator or pending final determination of a claim through arbitration in accordance with this Section 3.