Common use of Arbitration Clause in Contracts

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.

Arbitration. Second, in the event mediation is unsuccessful, is not commenced within thirty (30) days of the Mediation Notice, or is not completed within forty-five (45) days of commencement, then such dispute shall be submitted to binding arbitration. For purposes of this Section 22, mediation shall be “commenced” upon the Parties agreeing upon a mediator and mediation date. The parties Parties agree that the arbitrator(s) presiding over any arbitration under this Contract shall have full and exclusive authority and jurisdiction to resolve all disputesdisputes between the Parties that arise out of or relate to this Contract or the events preceding its execution, controversies or including any claims of any nature whatsoever relating tointentional misrepresentation, concealment, non-disclosure, fraud and/or fraudulent inducement alleged with respect to this Contract or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), underlying transaction. Arbitration shall be settled by mandatory arbitration administered by in accordance with the American Arbitration Association under its National Rules for the Resolution of Employment Disputes rules, modified as follows: (the “Rules”1) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, discovery shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration be allowed in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules Wyoming Revised Statutes for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14Civil Procedure; (C2) the place of arbitration prevailing side shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all receive its reasonable attorney fees and expenses of expert testimony; and (3) the Arbitrator Wyoming Rules of Evidence shall govern. The decision of the arbitrator(s) shall be shared equally between final and binding as to all claims that were or could have been raised in the Company arbitration, may be enforced by appropriate action in a court of law, and Executive; shall be subject to the appropriate provisions of the Wyoming Revised Statutes, as the same may be amended from time to time. Any dispute involving an amount greater than $250,000 shall be heard by a panel of three (F3) arbitrators, the decision of the Arbitrator shall govern and a majority of which shall be conclusive and binding upon the parties; (G) the parties final. Arbitrators shall be entitled mutually agreed upon except that if a panel of three (3) arbitrators is used, each Party shall choose one arbitrator to reasonable levels of discovery in accordance with serve on the Federal Rules of Civil Procedure or as permitted by panel and the Arbitrator, provided, however, that Parties’ arbitrators shall choose the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited third arbitrator to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of serve on the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementpanel.

Arbitration. The parties agree that any and all disputesAny controversy, controversies claim or claims of any nature whatsoever relating to, or dispute arising out of, of or relating to this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)Agreement, shall be settled solely and exclusively by mandatory a binding arbitration process administered by JAMS/Endispute in Denver, Colorado. Such arbitration shall be conducted in accordance with the American Arbitration Association under its National then-existing JAMS/Endispute Rules for the Resolution of Employment Disputes (the “Rules”) Practice and Procedure, with the following provisionsexceptions if in conflict: (Aa) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and ExecutiveExecutive shall work together in good faith to together select one arbitrator; provided that, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that if the Company and Executive are unable not able to agree on an Arbitrator together select one arbitrator within fifteen ten (1510) days after either party has filed for arbitration in accordance with the Rulesusing such good faith efforts, they shall select a truly neutral one arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14chosen by JAMS/Endispute; (Cb) each party to the place arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and expenses; provided that the prevailing party (or substantially prevailing party, as determined by the arbitrator) shall be Troyentitled to recover its reasonable attorneys’ fees and expenses from the other party, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by and the Arbitrator in any federal or state court having jurisdiction over expenses and fees of the parties; (E) all fees arbitrator and expenses of the Arbitrator arbitration shall be shared equally between paid by the Company unsuccessful party (or substantially unsuccessful party, as determined by the arbitrator). The Parties agree to abide by all decisions and Executive; (F) awards rendered in such proceedings. Such decisions and awards rendered by the decision of the Arbitrator shall govern and arbitrator shall be conclusive final and binding upon the parties; (G) the parties conclusive. All such controversies, claims or disputes shall be entitled to reasonable levels settled in this manner in lieu of discovery in accordance with the Federal Rules of Civil Procedure any action at law or as permitted by the Arbitrator, equity; provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section subsection shall be construed as precluding the bringing an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties. If JAMS/Endispute no longer exists or is otherwise unavailable, the Parties agree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing rules. In such event, all references herein to preclude JAMS/Endispute shall mean AAA. Notwithstanding the foregoing, Executive and the Company from obtaining injunctive each have the right to resolve any issue or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach dispute over intellectual property rights by Court action instead of Section 10 of this Agreementarbitration.

Arbitration. (a) The parties agree that shall promptly submit any and all disputesdispute, controversies or claims of any nature whatsoever relating toclaim, or controversy arising out of, of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or Executive’s employmentenforcement of this Agreement) or any alleged breach thereof (including any action in tort, whether in contract, tortequity, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remediesotherwise), shall be settled by mandatory to binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, mutually agreeable claim, or controversy arising out of or relating to Company and Executive, shall preside over the arbitration and shall make all decisions this Agreement (including with respect to the resolution 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 disputeAmerican Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30) days of such written request. (c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, controversy or claim between this Agreement shall be governed by the parties; (B) laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the event that State of New York, which laws the Company Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and Executive are unable to agree on an Arbitrator conclusions of law, within fifteen sixty (1560) days after either party has filed for he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in New York, New York in accordance with and under the Rulesthen-current provisions of the Commercial Arbitration Rules of the American Arbitration Association, they except as otherwise provided herein. (e) On application to the Arbitrator, any party shall select a truly neutral arbitrator in accordance with have rights to discovery to the rules for same extent as would be provided under the selection Federal Rules of neutral arbitratorsCivil Procedure, who and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the “Arbitrator” for period referred to in Section 12.1(c). (f) The Arbitrator may, at his discretion and at the purposes expense of this Section 14; the party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (Cg) The costs of the place of arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be Troyborne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, Michigan unless mutually agreed otherwise; 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. (Dh) Any judgment may be entered on upon any award rendered by the Arbitrator may be entered in and enforced by any federal or state court having of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction over of the parties; courts (EFederal and state) all fees and expenses in New York, New York to enforce any award of the Arbitrator shall be shared equally between or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Company arbitration. The parties expressly consent to the personal and Executive; (F) the decision subject matter jurisdiction of the Arbitrator shall govern to arbitrate any and shall all matters to be conclusive and binding upon the parties; (G) submitted to arbitration hereunder. None of the parties hereto shall be entitled challenge any arbitration hereunder on the grounds that any party necessary to reasonable levels 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 discovery in accordance with any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Federal Rules of Civil Procedure or as permitted Arbitrator and any experts employed by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks Arbitrator and each party shall be limited to two (2) depositions; hold them harmless from and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal against any claim or demand arising out of any legal action brought in violation arbitration under this Agreement, unless resulting from the gross negligence or willful misconduct of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite person indemnified. (j) This arbitration section shall survive the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 termination of this Agreement.

Arbitration. The parties agree that Except as permitted in Section 14 above, any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s 's employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ ' rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (Aa) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (Bb) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 1415; (Cc) the place of arbitration shall be TroySouthfield, Michigan unless mutually agreed otherwise; (Dd) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (Ee) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (Ff) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (Gg) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (Hh) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section 15 shall be construed to preclude the Company from obtaining injunctive or other equitable relief from the Oakland County Circuit Court or other court with appropriate jurisdiction to secure specific performance or to otherwise prevent Executive’s breach of Section 10 12 or Section 13 of this Agreement.

Arbitration. The parties agree that any and all disputes, controversies All disputes arising out of or claims of any nature whatsoever relating toto this Agreement, or arising out of, this Agreement the rights or Executive’s employment, whether in contract, tortobligations of the Parties hereunder, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of relating in any way to the Civil Rights Act, relationship between the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions Parties with respect to the resolution Licensed Compound or Licensed Product, shall be finally and exclusively settled by arbitration by a panel of [***] arbitrators, provided such dispute is not an “Excluded Claim”. As used in this Section, the phrase “Excluded Claim” shall mean a dispute, controversy or claim between that concerns (a) the partiesvalidity or infringement of a patent, trademark or copyright; or (Bb) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory. (a) The arbitration proceeding shall be conducted under the [***] with such proceedings to be held in [***]. In all cases, the arbitration proceedings shall be conducted in the event English language, and all documents that are submitted in the Company proceeding shall be in the English language. Judgment upon the award rendered by arbitration may be issued and Executive are unable enforced by any court having competent jurisdiction. (b) If a Party intends to agree on begin an Arbitrator within fifteen arbitration to resolve a dispute, such Party shall provide written notice to the other Party, informing the other Party of such intention and any statement of claim required under the applicable arbitration rules (15) days after either party has filed for arbitration as determined in accordance with Section 13.02(a)). Within [***] business days after its receipt of such notice, the Rulesother Party shall, they shall select a truly neutral arbitrator in accordance with by written notice to the rules for the selection of neutral arbitratorsParty initiating arbitration, who shall add any additional issues to be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall resolved that would be Troyconsidered mandatory counterclaims under [***] law. For clarity, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that disputes regarding such counterclaims shall be conducted in the Arbitrator shall schedule same proceedings as the timing of discovery and initial claims. (c) [***]. (i) All of the hearing consistent with that intentarbitrators shall have significant legal or business experience in pharmaceutical licensing matters. Notwithstanding anything The arbitrators shall not be employees, directors or shareholders of either Party or any of their Affiliates. *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (ii) Each Party shall have the right to be represented by counsel throughout the contrary arbitration proceedings. (iii) To the extent possible, the arbitration hearings and award will be maintained in confidence. (iv) In any arbitration pursuant to this Agreement, the award or decision shall be rendered by a majority of the members of the panel provided for herein, nothing contained with each member having one (1) vote. The arbitrators shall render a written decision with their resolution of the dispute that shall set forth in this Section reasonable detail the facts of the dispute and the reasons for their decision. The decision of the arbitrators shall be construed to preclude final and non-appealable and binding on the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementParties.

Arbitration. (a) The parties agree that shall promptly submit any and all disputesdispute, controversies or claims of any nature whatsoever relating toclaim, or controversy arising out of, of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or Executive’s employmentenforcement of this Agreement) or any alleged breach thereof (including any action in tort, whether in contract, tortequity, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remediesotherwise), shall be settled by mandatory to binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, mutually agreeable claim, or controversy arising out of or relating to Company and Executive, shall preside over the arbitration and shall make all decisions this Agreement (including with respect to the resolution 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 disputeAmerican Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30) days of such written request. (c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, controversy or claim between this Agreement shall be governed by the parties; (B) laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the event that State of New York, which laws the Company Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and Executive are unable to agree on an Arbitrator conclusions of law, within fifteen sixty (1560) days after either party has filed for he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in New York, New York, in accordance with and under the Rulesthen-current provisions of the Commercial Arbitration Rules of the American Arbitration Association, they except as otherwise provided herein. (e) On application to the Arbitrator, any party shall select a truly neutral arbitrator in accordance with have rights to discovery to the rules for same extent as would be provided under the selection Federal Rules of neutral arbitratorsCivil Procedure, who and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the “Arbitrator” for period referred to in Section 11.1(c). (f) The Arbitrator may, at his discretion and at the purposes expense of this Section 14; the party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (Cg) The costs of the place of arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be Troyborne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, Michigan unless mutually agreed otherwise; 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. (Dh) Any judgment may be entered on upon any award rendered by the Arbitrator may be entered in and enforced by any federal or state court having of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction over of the parties; courts (EFederal and state) all fees and expenses in New York, New York, to enforce any award of the Arbitrator shall be shared equally between or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Company arbitration. The parties expressly consent to the personal and Executive; (F) the decision subject matter jurisdiction of the Arbitrator shall govern to arbitrate any and shall all matters to be conclusive and binding upon the parties; (G) submitted to arbitration hereunder. None of the parties hereto shall be entitled challenge any arbitration hereunder on the grounds that any party necessary to reasonable levels 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 discovery in accordance with any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Federal Rules of Civil Procedure or as permitted Arbitrator and any experts employed by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks Arbitrator and each party shall be limited to two (2) depositions; hold them harmless from and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal against any claim or demand arising out of any legal action brought in violation arbitration under this Agreement, unless resulting from the gross negligence or willful misconduct of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite person indemnified. (j) This arbitration section shall survive the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 termination of this Agreement.

Arbitration. The parties agree that any and all disputesAny dispute, controversies controversy or claims of any nature whatsoever relating to, or claim (“Dispute”) arising out of, relating to or in connection with this Agreement Agreement, including any question regarding its existence, validity or Executive’s employment, whether in contract, torttermination, or otherwise regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (including, without limitation, claims of wrongful termination of employment, claims under Title VII 90) days of the Civil Rights Act, date on which the Fair Labor Standards Act, the Americans Dispute is deemed to arise in accordance with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal lawsthis Section 12.14 shall be referred by any such party to, and any other laws dealing with employees’ rights and remedies), shall be finally settled by mandatory by, arbitration administered by under and in accordance with the American Rules of Arbitration Association under its National Rules for of the Resolution International Chamber of Employment Disputes Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect gives notice to the resolution of the disputeother to that effect, controversy or claim between the parties; (B) in the event that the Company and Executive are unable pursuant to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the 12.1 hereof. The place of arbitration shall be TroyLondon, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern United Kingdom, and shall be conclusive and binding upon conducted in the parties; English language. The decision or award of three (G3) the parties shall be entitled to reasonable levels of discovery arbitrators, appointed in accordance with the Federal Rules of Civil Procedure or as permitted by and in accordance with the Arbitratorrequirements following in this Section 12.14, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two in writing and is final and binding on the relevant parties. Each of the three (23) depositions; and (H) this provision arbitrators shall be enforceable by specific performance and/or injunctive reliefan attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and shall constitute a basis any other costs associated with the arbitration, proceedings for dismissal the recognition and enforcement of any legal action brought arbitral award and the costs and attorney’s fees involved in violation of the duty to arbitraterecognition and enforcement proceedings. The parties hereby acknowledge further agree that it is their intent (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to expedite the resolution contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any disputecourt identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, controversy or claim hereunder consequential and that special damages be awarded. In the Arbitrator event of any conflict between the Rules and any provision of this Agreement, this Agreement shall schedule the timing of discovery and of the hearing consistent with that intentgovern. Notwithstanding anything to the contrary herein, nothing contained in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to preclude the Company from obtaining injunctive maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other equitable relief applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to secure specific performance limit any term or provision so as to otherwise prevent Executive’s breach make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 10 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. The parties agree (a) All Disputes that for any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether reason are not timely resolved by the Parties in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans accordance with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), Sections 17.4.1(a) through 17.4.1(d) shall be settled finally and exclusively resolved by mandatory binding arbitration to be administered by the American AAA in accordance with the then-prevailing Commercial Arbitration Association under its National Rules for of the Resolution of Employment Disputes AAA (the “Rules”) ). The seat of the arbitration shall be in New York County, New York. The arbitration shall be held and the following provisions: award shall be issued in the English language. If the amount in controversy is Three Million US Dollars (AUS$3,000,000) a single arbitrator or less (the “Arbitrator”including all claims and counterclaims), mutually agreeable to Company there shall be one arbitrator who shall be agreed upon by the Parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If the amount in controversy is more than Three Million US Dollars (US$3,000,000) (including all claims and Executivecounterclaims), there shall be three (3) neutral and impartial arbitrators, one of whom shall be appointed by each of the Parties within thirty (30) days of receipt by respondent of the demand for arbitration, and the third (3rd) arbitrator, who shall chair the arbitral tribunal, shall preside over be appointed by the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator Party appointed arbitrators within fifteen (15) days after either party has filed for arbitration of the appointment of the second (2nd) arbitrator. If any arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the listing, striking, and ranking procedures in the Rules, they . Any arbitrator appointed by the AAA shall select be a truly neutral arbitrator in accordance retired judge or an attorney with the rules for the selection no less than fifteen (15) years of neutral arbitratorsexperience with commercial cases and an experienced arbitrator, who shall, if practicable, have experience with transactions or disputes related to the field of pharmaceutical development and technology and/or, if applicable, intellectual property (including Patent Rights and trade secrets). (b) All arbitrators shall be neutral and impartial and shall not be officers or employees of either Party. The cost of the “Arbitrator” for arbitration, including the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall arbitrator(s), will be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrateParties. The parties hereby acknowledge that it is their intent arbitrator(s) shall have the right to expedite award damages and other relief but will not have the resolution of authority to award any dispute, controversy damages or claim hereunder and that remedies not available under the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 express terms of this Agreement. The arbitration award will be presented to the Parties in writing and will include findings of fact and, where appropriate, conclusions of law. The award may be confirmed and enforced in any court of competent jurisdiction. (c) Prior to the appointment of the arbitral tribunal, either Party may seek injunctive relief from any court of competent jurisdiction in order to enforce compliance with the provisions of this Section 17.4.2 or otherwise in aid of arbitration or to maintain the status quo or prevent irreparable harm. The Parties hereby submit to the non-exclusive jurisdiction of the Federal and State courts located in New York, New York (the “New York Courts”) for such purpose. Without prejudice to such provisional remedies as may be available under the jurisdiction of the New York Courts, the arbitrator(s) shall have full authority to grant provisional remedies and to direct the Parties to request that any New York Court modify or vacate any temporary or preliminary relief issued by any such New York Court, and to award damages for the failure of any Party to respect the arbitrator’s(s’) orders to that effect.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s 's employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ ' rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (Aa) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (Bb) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 1413; (Cc) the place of arbitration shall be TroySouthfield, Michigan unless mutually agreed otherwise; (Dd) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (Ee) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (Ff) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (Gg) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (Hh) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 12 of this Agreement.

Arbitration. The parties agree that any If no agreement can be reached after good faith negotiation between the Indemnified Parties and all disputes, controversies or claims of any nature whatsoever relating tothe Stockholder Agent pursuant to Section 8.4(b)(1), or arising out ofif a dispute arises concerning the reimbursement of Stockholder Agent fees and expenses, this Agreement or Executive’s employmentthe Person defending the claim (the "Defending Party"), whether in contractmay, tortby written notice to the Person asserting the claim (the "Prosecuting Party"), or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII demand arbitration of the Civil Rights Actmatter, which arbitration shall be conducted by a single arbitrator. The Prosecuting Party and the Fair Labor Standards ActDefending Party shall use their respective Best Efforts to agree on the arbitrator, provided that if they cannot so agree within ten (10) Business Days (or such longer period as they may agree), either the Americans with Disabilities ActProsecuting Party or the Defending Party can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Defending Party and Prosecuting Party an opportunity, adequate in the Age Discrimination in Employment Actsole judgment of the arbitrator, to discover relevant information from the other of them about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or comparable state limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or federal lawsequity, and any other laws dealing with employees’ rights and remedies)should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rulesapplicable Law and with this Agreement, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who and shall be supported by written findings of fact and conclusions of law, which shall set forth the “Arbitrator” basis for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern arbitrator. The decision of the arbitrator as to the validity and amount of any claim in a Claim Notice shall be binding and conclusive and binding upon the parties; (G) Prosecuting Party, the Defending Party, the parties hereto, the Stockholders, the Indemnified Parties, the Indemnifying Parties, and, notwithstanding any other provision of this Article VIII, the Escrow Agent, if applicable, and each of such Persons shall be entitled to reasonable levels of discovery act in accordance with such decision and the Federal Rules of Civil Procedure or as permitted by the ArbitratorEscrow Agent, providedif applicable, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited entitled to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation make or withhold payments out of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained Escrow Account in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementaccordance therewith.

Arbitration. The parties agree that Except as otherwise expressly set forth in this Agreement, if such Executive Officers do not resolve the Dispute within [***] after receipt of such request, then, either Party may at any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall time after such [***] period submit such Dispute to be finally settled by mandatory arbitration administered by in accordance with the procedural rules of the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “RulesAAA”) and in effect at the following provisions: time of submission, as modified by this Section 12.8.2 (AArbitration) a single arbitrator (the “ArbitratorArbitration”). The Arbitration will be governed by the Applicable Law of the State of New York. The Arbitration will be heard and determined by three arbitrators who are retired judges or attorneys with relevant experience in the pharmaceutical and biotechnology industry, mutually agreeable to Company each of whom will be impartial and Executiveindependent and will not have worked for or on behalf of either Party for at least [***]. Each Party will appoint one arbitrator and the third arbitrator will be selected by the two Party-appointed arbitrators, shall preside over or, failing agreement within [***] following appointment of the arbitration second arbitrator, by the AAA. Such Arbitration will take place in New York, NY. The Arbitration award so given will, absent manifest error, be a final and shall make all decisions binding determination of the Dispute, will be fully enforceable in any court of competent jurisdiction, and will not include any damages expressly prohibited by Section 7.5 (Limitation of Liability). Metsera will pay the fees, costs, and expenses for the arbitrator it chooses, D&D will pay the fees, costs, and expenses for the arbitrator it chooses, and the Parties will share payment for the third arbitrator; provided that the Parties hereby stipulate that the arbitrators may determine a prevailing Party with respect to any Dispute and that such prevailing Party will be reimbursed by the resolution other Party for all of the disputeprevailing Party’s fees, controversy or claim between the parties; (B) costs, and expenses incurred in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance connection with the Rulesrelevant Arbitration. Except in a proceeding to enforce the results of the Arbitration or as otherwise required by Applicable Law or securities exchange, they shall select neither Party nor any arbitrator may disclose the existence, content, or results of any Arbitration hereunder without the prior written consent of both Parties. The Parties agree that a truly neutral arbitrator Dispute may be submitted together with a dispute arising out of or in accordance connection with the rules for the selection Research Collaboration Agreement in a single Arbitration, in which case D&D and Neuraly (together with any of neutral arbitrators, who their Affiliates) shall be the deemed to be one “ArbitratorParty” for the purposes of this Section 14; 12.8.2 (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementArbitration).

Arbitration. The Except as otherwise provided herein, any dispute, controversy or claim between the parties agree that arising out of or relating to this Agreement (or any subsequent amendments thereof or waivers thereto) (hereinafter, a “Claim” or “Claims”) shall be submitted to final and all disputesbinding arbitration. Claims which are subject to this section include, controversies but are not limited to, the following: (i) claims relating to this Agreement’s existence, enforceability, validity, interpretation, performance or breach, (ii) claims for compensation or benefits, and (iii) claims of wrongful or discriminatory termination based on any nature whatsoever relating tofederal, state or arising out oflocal statute, this Agreement or Executive’s employmentregulation, whether in contractordinance, tort, public policy, contract or otherwise (includingpromissory estoppel theory, without limitation, claims of wrongful termination of employment, claims under Title VII of including any dispute as to the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, cause or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), reason for termination. All Claims submitted to arbitration pursuant to this Section 14 shall be settled by mandatory arbitration administered by subject to the American Arbitration Association under its National Rules for the Resolution of Employment Disputes of the American Arbitration Association, effective January 1, 2004, except as hereinafter provided: (a) A request to arbitrate a Claim must be made within 180 days of the “Rules”date the Claim arose; (b) Energy Group shall pay any and all fees and expenses of the following provisions: arbitrator; (Ac) a single arbitrator The arbitration hearing shall be held in Poughkeepsie, New York, unless the parties mutually agree to another location; (the “Arbitrator”), mutually agreeable d) Each party shall exchange documents to Company and Executive, shall preside over be utilized as exhibits in the arbitration hearing and each party shall make all decisions with respect be limited to five (5) pre-hearing depositions of no more than ten hours each, unless the resolution of the dispute, controversy or claim between the parties; arbitrator orders additional discovery; (Be) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration The arbitrator shall be appointed in accordance with Rule 12 of the Rulesabove-referenced Rules of the American Arbitration Association, they except that if, for any reason, an arbitrator cannot be selected by the process described in Rule 12, subparts (i) through (iii), the American Arbitration Association shall submit the names of seven (7) additional arbitrators from its roster and the parties shall select a truly neutral the arbitrator in accordance by alternately striking names with the rules for the selection of neutral arbitrators, who party requesting arbitration first striking; and (f) Either party shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator entitled to seek and obtain injunctive or other appropriate equitable relief in any federal or state court having jurisdiction over in order to enforce the partiesarbitration provisions of this Agreement; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties Energy Group shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks seek and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining obtain such injunctive or other appropriate equitable relief in order to secure specific performance prevent (pending arbitration) any breach of the Restrictive Covenants set forth in Section 11 of this Agreement in any federal or state court having jurisdiction. Subject to paragraph (f) of this Section 14, above, it is the intention of the parties to avoid litigation in any court of any and all Claims concerning this Agreement, or otherwise prevent arising from the Executive’s breach employment with Energy Group or its affiliate entities, and that all such claims will be subject to this arbitration agreement. Neither party shall commence or pursue any litigation on any claim that is or was the subject of Section 10 of arbitration under this Agreement. Each party agrees that this agreement to arbitrate, and any award arising out of any arbitration contemplated by this Agreement, are enforceable under, and subject to, the Federal Arbitration Act, 11 U.S.C. § I, et seq. Both parties consent that judgment upon any arbitration award may be entered in any federal or state court having jurisdiction.

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

Arbitration. The parties agree that any and all disputes, controversies or claims (a) Prior to the commencement of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered legal proceedings by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes Company (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (Bother than Interim Proceedings) in the event that courts of England in respect of a Dispute the Company shall give prior notice to the Lenders, and Executive are unable the Lenders acting unanimously shall indicate to agree on an Arbitrator the Company in writing within fifteen (15) days after either party has filed for of receipt of such notice from the Company, whether that Dispute shall instead be resolved by arbitration pursuant to this Clause 26.2 (Arbitration), provided that this Clause 26.2 (Arbitration) shall not prejudice the right of the Lenders to commence arbitration in accordance with respect of a Dispute by giving prior notice to the RulesCompany. If the Lenders notify the Company that the Dispute is to be resolved by arbitration, they to which the Company shall select not object, the following provisions shall apply. For the avoidance of doubt, the Company shall not be required to give notice pursuant to this Clause prior to the commencement of Interim Proceedings. (b) Any arbitration commenced in respect of a truly neutral arbitrator Dispute shall be resolved in accordance with the rules for of the selection of neutral arbitratorsUnited Nations Commission on International Trade Law (“UNCITRAL”), who which rules are deemed to be incorporated by reference into this Clause save as modified by this Agreement. In any such arbitration: (i) the appointing authority shall be the London Court of International Arbitration (the “Arbitrator” for LCIA”); (ii) the purposes of this Section 14; language to be used in the arbitration shall be English; (Ciii) the place and seat of the arbitration shall be TroyLondon, Michigan unless mutually agreed otherwiseEngland; and (Div) judgment may the number of arbitrators shall be entered on three. For the purpose of Article 7 of the UNCITRAL Rules, where there are multiple parties, whether as claimant or as respondent, the claimants shall act and be treated, jointly, as ‘a party’ and the respondents shall act and be treated, jointly, as ‘a party’. (c) In any award rendered arbitration commenced pursuant to this Clause 26.2 (Arbitration): (i) the Parties hereby waive any rights under the Arbitration ▇▇▇ ▇▇▇▇ (UK) to seek determination of a preliminary point of law by the Arbitrator in courts of England; and (ii) subject to the terms of any federal or state court having jurisdiction over arbitration agreement agreed between the parties; (E) all fees Parties and expenses the provisions of the Arbitrator shall be shared equally between UNCITRAL Arbitration Rules, the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels seek only from the Arbitral Tribunal, but not from any judicial authority, any interim measures of discovery in accordance with protection or pre-award relief (other than any relief sought through Interim Proceedings) against any of the Federal Rules of Civil Procedure or as permitted by Finance Parties. Until the ArbitratorArbitral Tribunal has been constituted, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party Company shall be limited entitled to two institute Interim Proceedings in the courts of England. (2d) depositions; and (H) this provision In any arbitral proceeding, the certificate of a Finance Party as to any amount due to that Finance Party under any Finance Document shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal prima facie evidence of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementsuch amount.

Arbitration. The parties agree that any and all disputesAny dispute, controversies controversy or claims of any nature whatsoever relating to, or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Agreement or Executive’s employmentLease, whether arising in contract, contract or tort, between the Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the course of such negotiations that are not otherwise independently discoverable shall not be offered or otherwise received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (includingi) If, without limitationfor any reason, claims of wrongful termination of employment, claims under Title VII a Dispute is not resolved in writing by the Appointed Representatives within thirty (30) days of the Civil Rights Act, date of delivery of the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment ActDispute Notice, or comparable state or federal lawsif a Party fails to appoint an Appointed Representative within the periods specified herein, and any other laws dealing with employees’ rights and remedies), such Dispute shall be settled by mandatory submitted to final and binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA Rules”), except as modified herein. (ii) The seat of the arbitration shall be Denver, Colorado. (iii) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of a Dispute or the jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the following provisionsdate from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the arbitration, the arbitral tribunal shall have power to make appropriate directions as to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Lease, provided that a single claim under the indemnification provisions of Section 15 shall at all times be governed by the procedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its attorneys’ fees and costs reasonably incurred in the arbitration, including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall be valid, enforceable and irrevocable, and any determination, resolution and/or award made or rendered by the arbitration tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered in any court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect. In any such action brought in court for such provisional remedies or enforcement of any award, each of the Parties irrevocably and unconditionally (A) consents and submits to the non-exclusive jurisdiction and venue of the Courts of the State of Colorado and the Federal Courts of the United States of America located within the State of Colorado (the “ArbitratorColorado Courts”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14any Colorado Court; (C) consents to service of process in the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered manner provided by the Arbitrator Section 18 or in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as other manner permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositionsLaw; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.D)

Arbitration. The parties agree that any and all disputesAny dispute, controversies controversy or claims of any nature whatsoever relating to, or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Agreement or Executive’s employmentLease, whether arising in contract, contract or tort, between the Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the course of such negotiations that are not otherwise independently discoverable shall not be offered or otherwise received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (includingi) If, without limitationfor any reason, claims of wrongful termination of employment, claims under Title VII a Dispute is not resolved in writing by the Appointed Representatives within thirty (30) days of the Civil Rights Act, date of delivery of the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment ActDispute Notice, or comparable state or federal lawsif a Party fails to appoint an Appointed Representative within the periods specified herein, and any other laws dealing with employees’ rights and remedies), such Dispute shall be settled by mandatory submitted to final and binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA Rules”), except as modified herein. (ii) The seat of the arbitration shall be Denver, Colorado. (iii) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of a Dispute or the jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the following provisionsdate from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the arbitration, the arbitral tribunal shall have power to make appropriate directions as to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) a single arbitrator (the “Arbitrator”)precluded by any part of this Lease, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; and/or (B) in beyond the event that the Company scope of this Section 26; (4) to receive and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, they shall select a truly neutral arbitrator and/or the making of any other determination or resolution that is primarily at issue in accordance with the rules for Dispute, the selection of neutral arbitrators, who arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Lease, provided that a claim under the “Arbitrator” for indemnification provisions of Section 15 shall at all times be governed by the purposes procedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its attorneys’ fees and costs reasonably incurred in the arbitration, including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this Section 14; (C) the place of arbitration agreement to arbitrate shall be Troyvalid, Michigan unless mutually agreed otherwise; (D) judgment enforceable and irrevocable, and any determination, resolution and/or award made or rendered by the arbitration tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered on any award rendered by the Arbitrator in any federal or state court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the parties; (E) all fees Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal enforcement of any legal action brought in violation award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the duty arbitral tribunal shall have full authority to arbitrate. The parties hereby acknowledge grant provisional remedies and to direct the Parties to request that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.court

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, Any arbitration held under this Agreement or Executive’s employmentshall be held in Houston, whether in contractTexas, tort, or unless otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of agreed by the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)Parties, shall be settled by mandatory arbitration administered by the Dallas, Texas office of the American Arbitration Association under its National (“AAA”) and shall, except as otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for the Resolution of Employment Disputes Large, Complex Construction Disputes) (the “AAA Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over . The number of arbitrators required for the arbitration and hearing shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration be determined in accordance with the AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the state of Texas, they shall select excluding its conflict of law principles, as would a truly neutral arbitrator in accordance with the rules court for the selection state of neutral arbitratorsTexas; provided, who however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the “Arbitrator” for Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the purposes arbitrability of this Section 14; (C) the place of arbitration a matter in dispute shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered decided by the Arbitrator in any federal or state a court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties with proper jurisdiction. The Parties shall be entitled to engage in reasonable levels discovery, including the right to production of discovery in accordance with the Federal Rules of Civil Procedure or as permitted relevant and material documents by the Arbitratoropposing Party and the right to take depositions reasonably limited in number, providedtime and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, howeverContractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the time permitted for discovery shall not exceed eight (8) weeks party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. Contractor agrees, upon Owner’s election, to the joinder in any arbitration between Owner and each party Guarantor arising out of or relating to the Project. The arbitration award shall be limited to two (2) depositions; final and (H) this provision shall be enforceable binding, in writing, signed by specific performance and/or injunctive reliefall arbitrators, and shall constitute a basis for dismissal of any legal action brought in violation of state the duty to arbitratereasons upon which the award thereof is based. The parties hereby acknowledge Parties agree that it is their intent to expedite judgment on the resolution of arbitration award may be entered by any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcourt having jurisdiction thereof.

Arbitration. (a) The parties agree that Parties shall promptly submit any and all disputesdispute, controversies or claims of any nature whatsoever relating toclaim, or controversy arising out of, of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or Executive’s employmentenforcement of this Agreement) or any alleged breach thereof (including any action in tort, whether in contract, tortequity, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remediesotherwise), shall be settled by mandatory to binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, mutually agreeable claim, or controversy arising out of or relating to Company and Executive, shall preside over the arbitration and shall make all decisions this Agreement (including with respect to the resolution meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the dispute, controversy or claim between commencement of the parties; (B) in the event that the Company and Executive are unable efforts to so agree on an Arbitrator, each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the Arbitrator. (c) The laws of the State of Nevada shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of Nevada applicable to a contract negotiated, signed, and wholly to be performed in the State of Nevada, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within fifteen sixty (1560) days after either party has filed for he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in Palm Beach County, Florida in accordance with and under the Rules, they shall select a truly neutral arbitrator in accordance with then-current provisions of the rules for of the selection American Arbitration Association, 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 neutral arbitratorsCivil Procedure, who and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the “Arbitrator” for period referred to in Section 9.01(c). (f) The Arbitrator may, at his discretion and at the purposes expense of this Section 14; the Party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (Cg) The costs of the place of arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be Troyborne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, Michigan unless mutually agreed otherwise; 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. (Dh) Any judgment may be entered on upon any award rendered by the Arbitrator may be entered in and enforced by any federal or state court having of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction over of the parties; courts (EFederal and state) all fees and expenses in Palm Beach County, Florida to enforce any award of the Arbitrator shall be shared equally between or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Company Arbitration. The Parties expressly consent to the personal and Executive; (F) the decision subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall govern and challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall be conclusive and binding upon have been absent from such arbitration for any reason, including that such Party shall have been the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal subject of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any disputebankruptcy, controversy reorganization, or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementinsolvency proceeding.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII a) Any Dispute not finally resolved pursuant to Section 9.2 within sixty (60) days from the delivery of the Civil Rights ActInitial Notice shall be resolved by binding arbitration in accordance with this Section 9.3. Any Dispute subject to arbitration pursuant to this Section 9.3 shall be determined and resolved by final and binding arbitration, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), seat of which shall be settled in New York, New York, before a panel of three arbitrators. The arbitration shall proceed in accordance with and shall be governed by mandatory arbitration administered by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “RulesAAA”) then in effect. The claimant shall nominate one (1) arbitrator and the following provisions: respondent shall nominate one (A1) a single arbitrator (within the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) time limits specified in the event that AAA Rules. The chairperson shall be nominated by the Company and Executive are unable to agree on an Arbitrator two (2) appointed arbitrators within fifteen (15) days after either party has filed for arbitration in accordance with Business Days of the Rulesappointment of the second arbitrator, they shall select a truly neutral arbitrator in accordance with failing which the rules for the selection of neutral arbitrators, who chairperson shall be appointed by the “Arbitrator” for AAA. Unless the purposes of this Section 14; (C) parties to the place of arbitration otherwise agree in writing, the arbitrators so selected shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern independent and shall be conclusive not have any material past or existing affiliation with any Party. (b) The arbitrators shall apply the governing law set forth in Section 9.4 and binding upon shall have authority to entertain a motion for summary judgment by any Party and shall apply the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with standards governing such motions under the Federal Rules of Civil Procedure Procedure. Unless otherwise agreed by the Parties in writing, discovery shall be limited to only: (i) documents directly related to the issues in controversy, (ii) no more than three (3) depositions per Party for any Dispute asserting claims exceeding $1 million (or equivalent value) or seeking injunctive relief, or two (2) depositions per Party for all other Disputes and (iii) ten (10) interrogatories per Party. The arbitration procedures shall include provision for production of documents relevant to the Dispute; provided that all discovery, if any, shall be completed within ninety (90) days of the appointment of the arbitrators or as permitted by soon as practicable thereafter. (c) The provisions of this Section 9.3 are intended to provide the Arbitratorexclusive method of resolving any Dispute, including injunctive relief; provided, however, that a Party may commence and prosecute an action in any court of competent jurisdiction for the time permitted for discovery shall not exceed eight purpose of enforcing or seeking to vacate an arbitration award hereunder. (8) weeks and each party shall be limited d) The agreement to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of arbitrate any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained Dispute set forth in this Section 9.3 shall be construed to preclude continue in full force and effect subsequent to, and notwithstanding the Company from obtaining injunctive completion, expiration or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of termination of, this Agreement. (e) Each Party shall bear its own costs of the arbitration and share equally the arbitrators’ fee and the administrative costs; provided that the prevailing Party shall be entitled to payment of its reasonable attorneys’ fees and costs (unless applicable Law restricts or prohibits such fee shifting). (f) The Parties agree to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

Arbitration. The parties agree that any Any disputes arising hereunder shall be referred to and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise finally resolved either by (including, without limitation, claims of wrongful termination of employment, claims under Title VII x) an ad hoc arbitration procedure approved by a majority of the Civil Rights ActBoard or, if an agreement as to an ad hoc procedure cannot be reached, then (y) arbitration in accordance with the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and of the following provisions: London Court of International Arbitration (A) a single arbitrator (the “ArbitratorLCIA”), mutually agreeable which Rules are deemed to Company and Executivebe incorporated by reference into this Section 21, shall preside over except as expressly modified by this Section 21. Before an arbitration pursuant to this provision has been convened, any party may seek interim or provisional relief from the arbitration and shall make all decisions with respect to the resolution competent Courts of the disputeCity of Luxembourg, controversy which shall have exclusive jurisdiction in respect of any such interim or claim provisional relief. Such interim or provisional relief may subsequently be vacated, continued or modified by the arbitrator on the application of any party. Furthermore, the following provisions shall apply in respect of any arbitration proceedings conducted pursuant to this Section 21: (a) there shall be one (1) arbitrator, the selection of which shall be by mutual agreement between the parties; (B) in . If, however, the event that the Company and Executive parties are unable to agree on an Arbitrator the selection of the arbitrator within fifteen thirty (1530) days after either party has filed for arbitration in accordance with the Rulescommencement of the arbitration, they shall select a truly neutral arbitrator in accordance with the rules for then the selection of neutral arbitrators, who the arbitrator shall be made by the “Arbitrator” for the purposes of this Section 14; LCIA; (Cb) the place of the arbitration shall be TroyLondon, Michigan unless mutually agreed otherwise; England; (Dc) judgment may the language of the arbitration shall be entered on any award rendered by English; (d) the Arbitrator in any federal or state court having jurisdiction over arbitrator shall determine the parties; (E) all fees and allocation of expenses of the Arbitrator arbitral proceedings amongst the parties; (e) the arbitrator shall have the authority to award all forms of relief determined to be just and equitable; provided that the arbitrator shall have no authority to award punitive or exemplary damages, or any other monetary damages not measured by the prevailing party’s actual damages; (f) any arbitral award rendered pursuant to this provision shall be shared equally between final and binding on the parties and may be enforced in any court of competent jurisdiction; and (g) with respect to any dispute relating to the Call Option, the period for the exercise of the Call Option shall be suspended for the period from and including the date of the referral of the dispute to arbitration to and including the date of delivery of the final decision of the arbitrator and the settlement any payment of any amounts due with respect to the exercise by the Company and Executive; (F) or the ▇▇▇▇ Investors of the Call Option, plus the amount of any outstanding claims, shall be delayed pending the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementarbitrator.

Arbitration. The parties agree that any and all disputes, controversies If a legally cognizable dispute arises out of or claims of any nature whatsoever relating to, or arising out of, relates to this Agreement or Executive’s employmentthe breach, whether in contract, torttermination or validity thereof, or otherwise the compensation, promotion, demotion, discipline, discharge or terms and conditions of employment of the Employee, if said dispute cannot be resolved through direct discussions, the parties voluntarily agree to settle the dispute by binding arbitration before the American Arbitration Association ("AAA"). The arbitration shall proceed in accordance with the Employment Dispute Resolution Rules of the AAA in effect on the date of the demand for arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that this Section shall not generally apply to claims or disputes involving the breach or alleged breach by Employee of any of the covenants or obligations set forth in Sections 4 and/or 7 of this Agreement, except that disputes involving the unauthorized use or disclosure of Trade Secrets or Confidential Information, or involving or concerning unfair competition or the noncompete provisions of this Agreement, may, at the Company's discretion, be settled by any court having jurisdiction thereof or decided by arbitration pursuant to this section. Disputes subject to binding arbitration pursuant to this section include all tort and contract claims as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances including, without limitationbut not limited to, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act of 1964, as amended; the Family and Medical Leave Act, the Fair Labor Standards Act, ; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by as amended; the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) Equal Pay Act; and the following provisions: (A) a single arbitrator (Employee Retirement Income Security Act of 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the “Arbitrator”)Company's subsidiaries, mutually agreeable to Company affiliated and Executivesuccessor companies, agents and employees. Each party shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed pay for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all its own fees and expenses of arbitration except that the Arbitrator cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted paid by the Arbitrator, Company; provided, however, that all reasonable costs and fees necessarily incurred by any party are subject to reimbursement from the time permitted for discovery other party at the discretion of the arbitrator. This arbitration provision shall not exceed eight (8) weeks and each party shall be limited apply to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute any claim arising in a basis for dismissal state that bars or prohibits the arbitration of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementsuch claims.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, Except where this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules calls for the Resolution use of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”)special master, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions any dispute or claim arising under or with respect to this Agreement, including the resolution interpretation, performance or non-performance of this Agreement other than the disputeitems addressed by Section 6.7, controversy and the right to terminate shall be resolved by arbitration in Miami, Florida or claim between such other location as agreed to by the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration Parties, in accordance with the RulesCommercial Arbitration Rules then in effect of the American Arbitration Association, they modified as follows to include these provisions: (a) The AAA’s Expedited Procedures shall select not be followed; (b) The arbitration will be decided by a truly neutral arbitrator selected by the Parties from a group of at least ten potential candidates identified by the Center for Public Resources, Inc. or similar neutral, third-party organization to which the Parties agree; (c) The Parties will work together so that the arbitrator will be appointed within thirty days of the filing of the Arbitration Demand; (d) For disputes involving patent rights, the arbitrator will be a registered patent attorney with at least fifteen years of experience in accordance patent matters; (e) Reasonably limited discovery, in the form of document requests and depositions will be allowed; the Parties will confer with the rules for arbitrator early in the selection arbitration process regarding the amount and scope of neutral arbitratorsdiscovery; (f) If a Party intends to offer live or written witness testimony to the arbitrator, who the other Party shall have the right to depose the witness under oath; (g) The Parties shall submit simultaneous pre-hearing statements to the arbitrator; after the hearing, the Parties shall submit simultaneous opening and simultaneous reply briefs to the arbitrator setting forth their positions on the dispute and view of the evidence; (h) The arbitrator will render a written, reasoned, draft award; (i) The Parties will be permitted to comment on the “Arbitrator” for the purposes of this Section 14; draft award including any perceived errors or necessary corrections; (Cj) the place of arbitration shall The arbitrator will render a written, reasoned, final award; (k) The hearing will be Troyheld in Miami, Michigan unless mutually Florida or such other location as agreed otherwise; (D) judgment may be entered on any award rendered to by the Arbitrator in any federal Parties. The decision or state court having jurisdiction over the parties; (E) all fees and expenses award of the Arbitrator shall arbitrator will be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive final and binding upon the partiesParties. The arbitrator will have the discretion to impose the cost of the arbitration upon the losing Party or divide it between the Parties on any terms which the arbitrator deems equitable; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that each Party will bear its own legal fees. Any decision or award rendered by the time permitted for discovery shall not exceed eight (8) weeks and each party shall arbitrator may be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute entered as a basis for dismissal judgment or order in any court of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcompetent jurisdiction.

Arbitration. (a) In the event a grievance shall not have been settled under the procedures above, the Union may proceed directly to arbitration which shall be binding. (b) Notice of intention to request submission to arbitration must be made in writing addressed to the Superintendent not later than ten (10) school days following the decision of the Superintendent or the expiration of the time limits for making such decisions, whichever shall first occur. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), arbitration shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator conducted in accordance with the rules for of the selection of neutral arbitrators, who American Arbitration Association or the Labor Relations Connection (voluntary labor arbitration rules). There shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troya single arbitrator, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered to otherwise by the Arbitrator parties. (c) The arbitrator shall hear and decide only one grievance in each case. He/she shall be bound by and must comply with all the terms of this contract. He/she shall not have the power to add to, delete from, or modify in any federal or state court having jurisdiction over way any of the parties; (E) provisions of this contract. He/she shall have the power to make appropriate compensatory awards. The decision of the arbitrator shall be final and binding upon the parties and all fees concerned. Fees and expenses of the Arbitrator arbitrator shall be shared equally by both parties. The arbitrator shall have thirty five (35) days to render his/her decision in writing. (d) Use of past practices in arbitration hearings. (1) An arbitrator shall have the authority to consider the existence of a past practice that may exist between the Company and Executive; parties only under the following circumstances: (Fa) The collective bargaining agreement does not contain an express provision that is the decision subject of the Arbitrator shall govern grievance, or (b) The collective bargaining agreement contains a provision that is unclear and ambiguous. (c) The party claiming the existence of a past practice shall be conclusive required to prove by clear and binding upon convincing evidence that the parties; practice: (Gi) is unequivocal; (ii) has been clearly enunciated and acted upon; (iii) is readily ascertainable; (iv) has been in existence for a substantial period of time; (v) has been accepted by representatives of the parties shall be entitled who possess the actual authority to reasonable levels of discovery in accordance with accept the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two practice. (2) depositions; Notwithstanding, a past practice that may exist between the parties may not override any contrary provision of an existing collective bargaining agreement, statute or ordinance. (3) Notwithstanding, a past practice that may exist between the parties may not override any contrary provision of any written rule, regulation, or policy that has been promulgated, adopted, and published pursuant to either the Administrative Procedures Act or promulgated and published by the appropriate governing entity in a city or town. (H4) this provision Either party may provide written notice to the other party that it no longer intends to be bound by a past practice. Such notification must describe the past practice and set forth the effective date of the termination of the practice. Thirty (30) days following such notification neither party is obligated to follow the practice. (e) Incorporation of Documents The following documents shall be incorporated within the Collective Bargaining Agreement: (1) Existing memoranda of agreement signed by authorized representatives of the parties; (2) Letters of correspondence between an authorized School Committee official(s) and an authorized Union official(s) which constitute a mutually agreed-upon course of action. The following documents are enforceable under the collective bargaining agreement: unappealed grievance decisions, arbitration awards and stipulated awards (1) They have not been modified or revoked by specific performance and/or injunctive reliefa subsequent contract, written agreements signed by both parties, other mutual agreements, arbitration awards, or unappealed grievance rulings; (2) They are not offers of settlement of a grievance or grievance resolutions that are settled on a non-precedential basis; (3) Authorized representatives or officials are any one of the following for purposes of subparagraph (e): chairman of the school committee, the superintendent, assistant superintendent, labor counsel to the school committee, director of human resources, or the designated L-2 school department grievance hearing officer, and shall constitute a basis for dismissal of any legal action brought in violation if required, the president of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite Union or other authorized union official; (4) Either party who asserts a right under the resolution of any disputeaforementioned documents must demonstrate mutuality, controversy or claim hereunder relevance, authenticity, and that the Arbitrator shall schedule the timing of discovery and aforementioned documents remain in effect; (5) The party who plans to introduce any of the hearing consistent with that intent. Notwithstanding anything aforementioned documents must transmit same to the contrary hereinother party one (1) week prior to the date that the arbitration hearing is scheduled to be heard; (6) The arbitrator shall determine the precedential value and weight of the document, nothing contained in this Section shall be construed taking into consideration the relevance it has to preclude the Company from obtaining injunctive pending grievance and determining whether the document that is introduced has been modified or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach revoked by subsequent action of Section 10 of this Agreementthe parties.

Arbitration. The parties agree that (a) If any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between Claim arises out of or in connection with this Agreement, including any question regarding its existence, validity or termination arising out of or in connection with this Agreement (a “Dispute”), the parties; Parties shall use all reasonable endeavours to resolve the matter amicably. If 1 (BOne) in Party gives another Party notice that a Dispute has arisen and the event that the Company and Executive Parties are unable to agree on an Arbitrator resolve the Dispute within fifteen 15‌ (15Fifteen) days Business Days of service of the notice, then the Dispute shall be referred to the senior executive officers of the Purchaser and of the Seller who shall attempt to resolve the Dispute. No Party shall resort to arbitration against the other Parties under this Agreement until 15 (Fifteen) Business Days after such referral. (b) All Disputes, which are unresolved pursuant to Clause 10.2(a) and which a Party wishes to have resolved, shall be referred upon the application of either party has filed for Party to arbitration in accordance with the Rules, they shall select a truly neutral arbitrator and finally settled in accordance with the rules for of the selection Singapore International Arbitration Centre (“SIAC”) in force at the date of neutral arbitratorsthis Agreement, who which rules are deemed to be incorporated by reference to this Clause. There shall be a sole arbitrator, mutually agreed to between the “Arbitrator” for Seller and the purposes Purchaser, and if the Parties fail to reach agreement on the nomination of this Section 14; the sole arbitrator within 15 (CFifteen) Business Days, then the place sole arbitrator shall be appointed in accordance with the rules of the SIAC. No officer, director, shareholder, employee, representative or relative of any Party may be nominated or appointed as an arbitrator. The seat of the arbitration shall be TroySingapore, Michigan unless mutually agreed otherwise; and the disputing Parties may agree on the venue being any other place. The language of this arbitration shall be English and any document not in English submitted by any Party shall be accompanied by an English translation. A written transcript of the proceedings shall be made and furnished to the Parties. (Dc) judgment The arbitrator shall have the power to grant any legal or equitable remedy or relief available under law, including injunctive relief (whether interim and/or final) and specific performance and any measures ordered by the arbitrator may be entered on specifically enforced by any court of competent jurisdiction. (d) Any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator arbitrator, as the case may be, pursuant to this Clause 10.2 shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern in writing and shall be final, conclusive and binding upon the parties; (G) Parties, and the parties Parties shall be entitled (but not obliged) to enter judgment thereon in any one or more of the courts having jurisdiction. (e) During the course of any arbitration under this Clause 10.2 except for the matters under dispute, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement. (f) Each Party shall participate in good faith to reasonably expedite (to the extent practicable) the conduct of any arbitral proceedings commenced under this Agreement. (g) The arbitrator shall decide on and apportion the costs and reasonable levels expenses (including reasonable fees of discovery in accordance with the Federal Rules of Civil Procedure or as permitted counsel retained by the ArbitratorParties) incurred in the arbitration. (h) No action, providedlawsuit or other proceeding (other than proceedings for the confirmation or enforcement of an arbitration award, howeveran action to compel arbitration, that the time permitted or any action for discovery shall not exceed eight (8) weeks and each party urgent interim reliefs) shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation any court in India or outside by or between the Parties in connection with any matter arising out of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent in connection with that intentthis Agreement. Notwithstanding anything to the contrary hereinstated above, nothing contained the Purchaser shall have the right to seek injunctive relief (whether interim and/or final) against the Seller in this Section shall a court of law in India or Mauritius. (i) Subject to the above, the Purchaser and the Seller agree to be construed subject to preclude the Company from obtaining injunctive exclusive jurisdiction of the courts in Singapore for all matters incidental or other equitable relief ancillary to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementthe arbitration.

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

Arbitration. (a) The parties hereto agree that all claims between them (other than those seeking specific performance or other equitable relief) resulting from this Agreement, any and all disputescertificate, controversies schedule, exhibit or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal lawsother document delivered pursuant hereto, and any other laws dealing with employees’ rights and remedies)the transactions contemplated hereby, shall be settled by mandatory arbitration administered as set forth in this Section 21. The arbitration proceeding will take place in the City of New York, State of New York. The parties hereto acknowledge that they have had the opportunity to consult with counsel regarding this Section 21, that they fully understand its terms, content and effect, and that they voluntarily and knowingly agree to the terms of this Section 21 and to arbitration of all claims between them (other than those seeking specific performance or other equitable relief). (b) Any dispute between the parties arising out of or in any way related to this Agreement or any other agreement in any way arising out of or related to this Agreement (including, but not limited to the Transaction Documents (as such term is defined in the Purchase Agreement), shall be resolved exclusively by arbitration before a single independent arbitrator chosen by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “RulesAAA”) and conducted under the following provisions: (A) a single arbitrator (AAA’s Employment Dispute Resolution Rules, it being the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution intention of the disputeparties that no possible dispute between them be litigated in a court and that any and all possible disputes between them be arbitrated except as provided in Section 12. To the extent permitted by the AAA’s rules, controversy or claim between the parties; arbitrator shall be required (Ba) in to apply the event that the Company Federal Rules of Evidence, and Executive are unable to agree on an Arbitrator within fifteen (15b) days after either party has filed for arbitration render a decision strictly in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with laws of the rules for the selection State of neutral arbitrators, who shall be the “Arbitrator” for New York. For the purposes of this Section 14; 21, the term “parties” shall be interpreted as broadly as possible so as to grant any and all affiliates, subsidiaries, officers, directors, employees, attorneys, professionals, shareholders, members, general partners, limited partners, general partnerships, limited partnerships, limited liability companies, persons or any other forms of business entities in any way affiliated or connected with the Company (C“Related Third Parties”) the place of absolute and unequivocal right to demand arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall dispute with Executive that would be shared equally governed by this Section 21 if it were a dispute solely between the Company and Executive; . Moreover, Executive hereby unequivocally waives any claim that he should not be required to arbitrate a dispute with any Related Third Party because such party is not a signatory to this Agreement, and instead acknowledges that any and all Related Third Parties are express third party beneficiaries of this Section 21. Any arbitration commenced pursuant to this Section 21 shall be consolidated with any other pending arbitration arising out of or in any way related to this Agreement or any agreement related to this Agreement (F) including but not limited to the Transaction Documents). The decision of the Arbitrator shall govern and arbitrator shall be conclusive final and binding upon the parties; . The arbitrator shall render his award not later than thirty (G30) days after the parties conclusion of the hearing. The decision and award shall be entitled in writing, and counterpart copies shall be delivered to reasonable levels each of discovery the parties. In rendering an award, the arbitrator shall have no power to modify any of the provisions of this Agreement, and the jurisdiction of the arbitrator is expressly limited accordingly. (c) Judgment may be entered on the award of the arbitrator and may be enforced in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, any competent court having jurisdiction; provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party no motion to confirm any arbitration award shall be limited to two (2) depositions; and (H) this provision made for ten days after such award. In the event that the losing party pays the full amount of the award within that ten day period, no motion for confirmation shall be enforceable by specific performance and/or injunctive reliefmade, and the arbitrator’s award shall constitute remain confidential. Absent a basis for dismissal of any legal action brought in violation motion to confirm or vacate an arbitrator’s award, the fact and details of the duty arbitration proceeding pursuant to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section 21 shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementremain strictly confidential.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, Any arbitration held under this Agreement or Executive’s employmentshall be held in Houston, whether in contractTexas, tort, or unless otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of agreed by the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)Parties, shall be settled by mandatory arbitration administered by the Dallas, Texas office of the American Arbitration Association under its National (“AAA”) and shall, except as otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for the Resolution of Employment Disputes Large, Complex Construction Disputes) (the “AAA Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over . The number of arbitrators required for the arbitration and hearing shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration be determined in accordance with the AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the state of Texas, they shall select excluding its conflict of law principles, as would a truly neutral arbitrator in accordance with the rules court for the selection state of neutral arbitratorsTexas; provided, who however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the “Arbitrator” for Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the purposes arbitrability of this Section 14; (C) the place of arbitration a matter in dispute shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered decided by the Arbitrator in any federal or state a court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties with proper jurisdiction. The Parties shall be entitled to engage in reasonable levels discovery, including - 105 - the right to production of discovery in accordance with the Federal Rules of Civil Procedure or as permitted relevant and material documents by the Arbitratoropposing Party and the right to take depositions reasonably limited in number, providedtime and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, howeverContractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the time permitted for discovery shall not exceed eight (8) weeks party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. Without limiting the foregoing, if there are common issues of fact or law in connection with any Disputes in an arbitration conducted under this Article 18 and each party any disputes in connection with any arbitration under the Stage 1 EPC Agreement, either Party may consolidate the two arbitrations to the extent necessary to avoid inconsistent determinations. Contractor agrees, upon Owner’s election, to the joinder in any arbitration between Owner and Guarantor arising out of or relating to the Project. The arbitration award shall be limited to two (2) depositions; final and (H) this provision shall be enforceable binding, in writing, signed by specific performance and/or injunctive reliefall arbitrators, and shall constitute a basis for dismissal of any legal action brought in violation of state the duty to arbitratereasons upon which the award thereof is based. The parties hereby acknowledge Parties agree that it is their intent to expedite judgment on the resolution of arbitration award may be entered by any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcourt having jurisdiction thereof.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, Any arbitration held under this Agreement or Executive’s employmentshall be held in Houston, whether in contractTexas, tort, or unless otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of agreed by the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)Parties, shall be settled by mandatory arbitration administered by the Dallas, Texas office of the American Arbitration Association under its National (“AAA”) and shall, except as otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for the Resolution of Employment Disputes Large, Complex Construction Disputes) (the “AAA Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over . The number of arbitrators required for the arbitration and hearing shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration be determined in accordance with the AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the state of Texas, they shall select excluding its conflict of law principles, as would a truly neutral arbitrator in accordance with the rules court for the selection state of neutral arbitratorsTexas; provided, who however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the “Arbitrator” for Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the purposes arbitrability of this Section 14; (C) the place of arbitration a matter in dispute shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered decided by the Arbitrator in any federal or state a court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties with proper jurisdiction. The Parties shall be entitled to engage in reasonable levels discovery, including the right to production of discovery in accordance with the Federal Rules of Civil Procedure or as permitted relevant and material documents by the Arbitratoropposing Party and the right to take depositions reasonably limited in number, providedtime and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, howeverContractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the time permitted for discovery shall not exceed eight (8) weeks party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. Without limiting the foregoing, if there are common issues of fact or law in connection with any Disputes in an arbitration conducted under this Article and each party any disputes in connection with any arbitration under the Stage 1 EPC Agreement, either Party may consolidate the two arbitrations to the extent necessary to avoid inconsistent determinations. Contractor agrees, upon Owner’s election, to the joinder in any arbitration between Owner and Guarantor arising out of or relating to the Project. The arbitration award shall be limited to two (2) depositions; final and (H) this provision shall be enforceable binding, in writing, signed by specific performance and/or injunctive reliefall arbitrators, and shall constitute a basis for dismissal of any legal action brought in violation of state the duty to arbitratereasons upon which the award thereof is based. The parties hereby acknowledge Parties agree that it is their intent to expedite judgment on the resolution of arbitration award may be entered by any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcourt having jurisdiction thereof.

Arbitration. The parties agree that any and all All disputes, controversies or and claims of any nature whatsoever relating to, or arising out of, relating to or in connection with this Agreement or Executive’s employmentthe transactions contemplated hereby (including the construction, whether in contractexistence, tortvalidity, enforceability, enforcement, breach or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of this Agreement) that cannot be resolved amicably by the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), Parties shall be exclusively, finally and conclusively settled by mandatory arbitration administered by the American International Chamber of Commerce (the “ICC”) and conducted in accordance with the ICC Rules of Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”), subject to the following: (a) and the following provisions: there shall be a panel of three (A3) a single arbitrator arbitrators (collectively, the “ArbitratorTribunal”), mutually agreeable to Company one appointed by the DAL Parties, another by DOLE and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration third appointed in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; ; (Cb) the place seat of arbitration shall be TroyTokyo, Michigan unless mutually agreed otherwise; Japan; (Dc) judgment the arbitration shall be conducted in the English language, and all written and oral submissions and awards shall be prepared in English (or be accompanied by English translations); (d) the Tribunal shall schedule all matters regarding the arbitration so that the arbitration progresses in a timely fashion; (e) at the arbitration hearing, each Party may be entered on make written and oral presentations to the Tribunal, present testimony and written and oral evidence and examine witnesses; (f) the Tribunal may not grant any award rendered that is inconsistent with the terms of this Agreement and shall not have the authority to use the equitable powers provided by the Arbitrator in Rules to modify any federal terms of this Agreement, nor shall the Tribunal have the power to award any punitive or state court having jurisdiction over exemplary damages; (g) the parties; Tribunal shall issue a written decision explaining the basis for its rulings and awards; (Eh) all fees and expenses of the Arbitrator Tribunal and the ICC shall be shared equally between the Company Parties, provided that the Tribunal shall have the authority to award, as part of its decision, to the prevailing Party its costs and Executive; (F) the decision expenses of the Arbitrator arbitral proceedings, including reasonable fees of attorneys and experts; and (i) any monetary award shall govern be made in US dollars and shall be conclusive and binding upon payable free of any Tax, withholding or other deduction unless otherwise required by Legal Requirements. Decisions rendered by the parties; (G) the parties arbitral Tribunal shall be entitled final, binding and enforceable in any court of competent jurisdiction. Except as necessary to reasonable levels enforce or effectuate the terms of discovery in accordance with this Section 13 or an arbitral decision or award, arbitration proceedings hereunder and any decision and award of the Federal Rules of Civil Procedure or as permitted Tribunal shall be kept confidential by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementParties.

Arbitration. The 14.1. Except with regard to Section 12.1 hereof and any other matters that are not a proper subject of arbitration, all disputes between the parties agree that any and all disputeshereto concerning the performance, controversies breach, construction or claims interpretation of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tortany portion thereof, or otherwise (including, without limitation, claims in any manner arising out of wrongful termination of employment, claims under Title VII of this Agreement or the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)performance thereof, shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”)submitted to binding arbitration, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for of the selection of neutral arbitratorsAmerican Arbitration Association. The arbitration proceeding shall take place at a mutually agreeable location in Nassau County, who New York or such other location as agreed to by the parties. 14.2. The award rendered by the arbitrator shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration final, binding and conclusive, shall be Troyspecifically enforceable, Michigan unless mutually agreed otherwise; (D) and judgment may be entered on any award rendered by upon it in accordance with applicable law in an appropriate court in the Arbitrator in any federal State of New York, with no right of appeal therefrom. 14.3. Each party shall pay its or state court having jurisdiction over his own expenses of arbitration, and the parties; (E) all fees and expenses of the Arbitrator arbitrator and the arbitration proceeding shall be shared equally between the Company and Executiveshared; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that that, if, in the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation opinion of the duty to arbitrate. The parties hereby acknowledge that it is arbitrator (or a majority of the arbitrators if more than one), any claim or defense was unreasonable, the arbitrator(s) may assess, as part of their intent to expedite award, all or any part of the resolution arbitration expenses of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery other party (including reasonable attorneys’ fees) and of the hearing consistent with that intent. Notwithstanding anything arbitrator(s) and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if the arbitration proceeding relates to the contrary hereinissue of Cause for termination of employment, nothing contained (a) if, in this Section the opinion of the arbitrator (or a majority of the arbitrators if more than one), Cause existed, the arbitrator(s) shall be construed to preclude assess, as part of their award, all of the arbitration expenses of the Company from obtaining injunctive (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Employee or other equitable relief to secure specific performance (b) if, in the opinion of the arbitrator (or to otherwise prevent Executive’s breach a majority of Section 10 the arbitrators if more than one), Cause did not exist, the arbitrator(s) shall assess, as part of this Agreementtheir award, all of the arbitration expenses of the Employee (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Company.

Arbitration. The 14.1 Except with regard to Section 12.1 hereof and any other matters that are not a proper subject of arbitration, all disputes between the parties agree that any and all disputeshereto concerning the performance, controversies breach, construction or claims interpretation of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tortany portion thereof, or otherwise (including, without limitation, claims in any manner arising out of wrongful termination of employment, claims under Title VII of this Agreement or the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)performance thereof, shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”)submitted to binding arbitration, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for of the selection of neutral arbitratorsAmerican Arbitration Association. The arbitration proceeding shall take place at a mutually agreeable location in Nassau County, who New York or such other location as agreed to by the parties. 14.2 The award rendered by the arbitrator shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration final, binding and conclusive, shall be Troyspecifically enforceable, Michigan unless mutually agreed otherwise; (D) and judgment may be entered on any award rendered by upon it in accordance with applicable law in an appropriate court in the Arbitrator in any federal State of New York, with no right of appeal therefrom. 14.3 Each party shall pay its or state court having jurisdiction over his own expenses of arbitration, and the parties; (E) all fees and expenses of the Arbitrator arbitrator and the arbitration proceeding shall be shared equally between the Company and Executiveshared; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that that, if, in the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation opinion of the duty to arbitrate. The parties hereby acknowledge that it is arbitrator (or a majority of the arbitrators if more than one), any claim or defense was unreasonable, the arbitrator(s) may assess, as part of their intent to expedite award, all or any part of the resolution arbitration expenses of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery other party (including reasonable attorneys’ fees) and of the hearing consistent with that intent. Notwithstanding anything arbitrator(s) and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if the arbitration proceeding relates to the contrary hereinissue of Cause for termination of employment, nothing contained (a) if, in this Section the opinion of the arbitrator (or a majority of the arbitrators if more than one), Cause existed, the arbitrator(s) shall be construed to preclude assess, as part of their award, all of the arbitration expenses of the Company from obtaining injunctive (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Employee or other equitable relief to secure specific performance (b) if, in the opinion of the arbitrator (or to otherwise prevent Executive’s breach a majority of Section 10 the arbitrators if more than one), Cause did not exist, the arbitrator(s) shall assess, as part of this Agreementtheir award, all of the arbitration expenses of the Employee (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Company.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s 's employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ ' rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “"Rules”") and the following provisions: (A) a single arbitrator (the “"Arbitrator”"), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “"Arbitrator” " for the purposes of this Section 14paragraph 13; (C) the place of arbitration shall be TroySouthfield, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section paragraph shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s 's breach of Section 10 paragraph 12 of this Agreement.

Arbitration. The parties agree that any and all disputes, controversies Any unresolved Dispute or claims of any nature whatsoever relating to, or Selected Dispute between the Parties arising out of, of or in connection with this Agreement or Executive’s employmentshall be resolved by final and binding arbitration. Whenever a Party decides to institute arbitration proceedings, whether it shall give written notice to that effect to the other Party. Arbitration shall be held in contractNew York, tortNew York, or otherwise (including, without limitation, claims according to the Rules of wrongful termination of employment, claims under Title VII Arbitration of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution International Chamber of Employment Disputes Commerce (the “ICC Rules”) in effect at the Effective Date, except as they may be modified herein or by mutual agreement of the Parties. All arbitration proceedings shall be CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. conducted by three (3) arbitrators unless otherwise mutually agreed by the Parties. The claimant and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, respondent shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on each nominate an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for ICC Rules, and the selection of neutral arbitratorsthird arbitrator, who shall be the “Arbitrator” for president of the purposes of this Section 14; (C) the place of arbitration arbitral tribunal, shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered appointed by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositionsParty-appointed arbitrators in consultation with the Parties. The arbitrators shall: (i) be disinterested, neutral, and independent from both Parties and all of their respective Affiliates; and (Hii) this provision have the requisite experience and expertise in licensing and partnering agreements in the pharmaceutical and biotechnology industries, shall have appropriate experience with respect to the subject matter(s) to be enforceable by specific performance and/or injunctive reliefarbitrated, and shall constitute a basis for dismissal have some experience in mediating or arbitrating issues relating to such agreements. In the case of any Dispute involving an alleged failure to use Commercially Reasonable Efforts, the arbitrators shall in addition be an individual with experience and expertise in the worldwide development and commercialization of pharmaceuticals and the business, legal action brought and scientific considerations related thereto. The Arbitrators shall have the authority to engage additional experts as necessary in violation order to facilitate resolution of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any disputeDispute or Selected Dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementas applicable.

Arbitration. The parties agree irrevocably consent that, except to the extent provided in this section and Section 4.4, any litigation or other dispute arising between the parties, in connection with the interpretation or enforcement of this Agreement, that any and all disputes, controversies or claims has not been settled through negotiation within a period of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether 30 days after the date on which either party shall first have notified the other party in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII writing of the Civil Rights Act, existence of the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)dispute, shall be settled by mandatory final and binding arbitration administered by under the then-applicable Employment Arbitration Rules of the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “ArbitratorAAA”); and a court judgment on the award may be entered in any court having competent jurisdiction. Notwithstanding the foregoing, mutually agreeable neither party shall be entitled or required to Company and Executive, seek arbitration regarding any cause of action that would entitle such party to injunctive relief. Any such arbitration shall preside over the arbitration and shall make all decisions with respect to the resolution be conducted by one neutral arbitrator appointed by mutual agreement of the disputeparties or, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration failing such agreement, in accordance with the AAA Rules, they shall select a truly neutral . The arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of an experienced attorney with a background in employment law. Any arbitration shall be Troyconducted in Minneapolis, Michigan unless mutually agreed otherwise; (D) judgment Minnesota. An arbitration award may be entered on any award rendered by the Arbitrator enforced in any federal or state court having jurisdiction over of competent jurisdiction. Notwithstanding any contrary provision in the parties; AAA Rules, the following additional procedures and rules shall apply to any such arbitration: (Ea) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each Each party shall be have the right to request from the arbitrator, and the arbitrator shall order upon good cause shown, reasonable and limited to pre-hearing discovery, including: (i) exchange of witness lists, (ii) no more than two (2) depositions; depositions under oath of named witnesses at a mutually convenient location (neither deposition to exceed seven (7) hours), (iii) written interrogatories (no more than twenty-five (25) in number), and (Hiv) this provision document requests (no more than twenty-five (25) in number, including subparts); (b) Upon conclusion of the pre-hearing discovery, the arbitrator shall promptly hold a hearing upon the evidence to be enforceable adduced by specific performance and/or injunctive relief, the parties and shall constitute promptly render a basis for dismissal written opinion and award; (c) The arbitrator may award damages consistent with the terms of any legal action brought in violation this Agreement but may not award or assess punitive damages against either party; and (d) Each party shall bear 50% of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder fees and that the Arbitrator shall schedule the timing of discovery and costs of the hearing consistent with that intent. Notwithstanding anything arbitrator, subject to the contrary hereinpower of the arbitrator, nothing contained in this Section shall be construed his or her sole discretion, to preclude award all such fees and costs to the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementprevailing party.

Arbitration. The parties agree that any and all disputes, controversies (1) Any controversy or claims claim arising out of any nature whatsoever or relating toto this Agreement, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)breach thereof, shall ultimately be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “RulesAAA”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with its Commercial Arbitration Rules and judgment on the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator arbitrators may be entered in a court of competent jurisdiction. Speaker certifies that Speaker is knowingly, voluntarily and intentionally waiving the right to have any federal or state dispute he/she may have regarding this Agreement heard by a jury and determined in a court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator law. The arbitration shall be shared equally between heard by one arbitrator, and it shall take place in Greensboro, North Carolina. Either party may seek emergency or provisional relief in the Company and Executive; (F) General Court of Justice, Guilford County, North Carolina, prior to invoking the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two arbitration remedy. (2) depositions; PROVIDED, HOWEVER, SPEAKER AND MARKET AMERICA AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA’S PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. Speaker and Market America also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations. (H3) this provision If Section 20(b)(2) should be found illegal or unenforceable, Speaker and Market America agree that it shall not be severable, that Sections 20(b)(1) and 20(b)(2) shall be enforceable by specific performance and/or injunctive reliefunenforceable in their entirety, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery any claim or dispute will be resolved in court and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained not in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcollective arbitration.

Arbitration. The Except as otherwise provided herein, any dispute, controversy or claim between the parties agree that arising out of or relating to this Agreement (or any subsequent amendments thereof or waivers thereto) (hereinafter, a "Claim" or "Claims") shall be submitted to final and all disputesbinding arbitration. Claims which are subject to this section include, controversies but are not limited to, the following: (i) claims relating to this Agreement's existence, enforceability, validity, interpretation, performance or breach, (ii) claims for compensation or benefits, and (iii) claims of wrongful or discriminatory termination based on any nature whatsoever relating tofederal, state or arising out oflocal statute, this Agreement or Executive’s employmentregulation, whether in contractordinance, tort, public policy, contract or otherwise (includingpromissory estoppel theory, without limitation, claims of wrongful termination of employment, claims under Title VII of including any dispute as to the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, cause or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), reason for termination. All Claims submitted to arbitration pursuant to this Section 14 shall be settled by mandatory arbitration administered by subject to the American Arbitration Association under its National Rules for the Resolution of Employment Disputes of the American Arbitration Association, effective January 1, 2004, except as hereinafter provided: (a) A request to arbitrate a Claim must be made within 180 days of the “Rules”date the Claim arose; (b) Energy Group shall pay any and all fees and expenses of the following provisions: arbitrator; (Ac) a single arbitrator The arbitration hearing shall be held in Poughkeepsie, New York, unless the parties mutually agree to another location; (the “Arbitrator”), mutually agreeable d) Each party shall exchange documents to Company and Executive, shall preside over be utilized as exhibits in the arbitration hearing and each party shall make all decisions with respect be limited to five (5) pre-hearing depositions of no more than ten hours each, unless the resolution of the dispute, controversy or claim between the parties; arbitrator orders additional discovery; (Be) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration The arbitrator shall be appointed in accordance with Rule 12 of the Rulesabove-referenced Rules of the American Arbitration Association, they except that if, for any reason, an arbitrator cannot be selected by the process described in Rule 12, subparts (i) through (iii), the American Arbitration Association shall submit the names of seven (7) additional arbitrators from its roster and the parties shall select a truly neutral the arbitrator in accordance by alternately striking names with the rules for the selection of neutral arbitrators, who party requesting arbitration first striking; and (f) Either party shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator entitled to seek and obtain injunctive or other appropriate equitable relief in any federal or state court having jurisdiction over in order to enforce the partiesarbitration provisions of this Agreement; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties Energy Group shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks seek and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining obtain such injunctive or other appropriate equitable relief in order to secure specific performance or to otherwise prevent Executive’s (pending arbitration) any breach of the Restrictive Covenants set forth in Section 10 11 of this Agreement in any federal or state court having jurisdiction. Subject to paragraph (f) of this Section 14, above, it is the intention of the parties to avoid litigation in any court of any and all Claims concerning this Agreement, or otherwise arising from the Executive's employment with Energy Group or its affiliate entities, and that all such claims will be subject to this arbitration agreement. Neither party shall commence or pursue any litigation on any claim that is or was the subject of arbitration under this Agreement. Each party agrees that this agreement to arbitrate, and any award arising out of any arbitration contemplated by this Agreement, are enforceable under, and subject to, the Federal Arbitration Act, 11 U.S.C. ss. I, et seq. Both parties consent that judgment upon any arbitration award may be entered in any federal or state court having jurisdiction.

Arbitration. The parties Except as set forth above in Sections 7 and 18 herein, the Executive and the Company agree that any claim, controversy or dispute between the Executive and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise the Company (including, without limitation, claims its affiliates, officers, executives, representative or agents) arising out of wrongful termination of employmentor relating to this Agreement, claims under Title VII the Employment of the Civil Rights ActExecutive, the Fair Labor Standards Act, cessation of Employment of the Americans with Disabilities Act, the Age Discrimination in Employment ActExecutive, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), matter relating to the foregoing shall be submitted to and settled by mandatory commercial arbitration administered by in a forum of the American Arbitration Association under its (“AAA”) located in the State of New York and conducted in accordance with the National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisionsDisputes. In such arbitration: (Ai) a single the arbitrator (shall agree to treat as confidential evidence and other information presented by the “Arbitrator”), mutually agreeable parties to Company and the same extent as Confidential Information under this Agreement must be held confidential by the Executive, (ii) the arbitrator shall preside over the arbitration and shall make all decisions with respect have no authority to the resolution amend or modify any of the disputeterms of this Agreement, controversy and (iii) the arbitrator shall have ten (10) business days from the closing statements or claim between submission of post-hearing briefs by the parties; (B) in the event that the Company and Executive are unable parties to agree on an Arbitrator within fifteen (15) days after either party has filed for render his or her decision. Any arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who award shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive final and binding upon the parties; (G) , and any court, state or federal, having jurisdiction may enter a judgment on the parties shall be entitled award. The foregoing requirement to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure arbitrate claims, controversies, and disputes applies to all claims or as permitted demands by the ArbitratorExecutive, providedincluding, howeverwithout limitation any rights or claims the Executive may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation Title VII of the duty Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, or any other federal, state, or local laws or regulations pertaining to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy Executive’s Employment or claim hereunder and that the Arbitrator shall schedule the timing of discovery and termination of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementEmployment.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14paragraph 13; (C) the place of arbitration shall be TroySouthfield, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section paragraph shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section paragraph 10 of this Agreement.

Arbitration. (a) The parties irrevocably consent to the exclusive jurisdiction of arbitration in Washington, D.C. in accordance with the Expedited Arbitration Rules of JAMS/Endispute for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement (collectively, the "Proceedings"). The parties hereby agree that any and all disputesservice of summons, controversies or claims of any nature whatsoever relating tocomplaint, or arising out ofother process in connection with any Proceedings may be made as set forth in the Exchange Agreement with respect to service of notices, this Agreement or Executive’s employmentand that service so made shall be effective as if personally made in the State of Delaware. (b) The arbitrators may issue any order for interim relief as may be necessary to safeguard the property that is the subject of the Proceedings, whether in contract, tort, or otherwise (including, including without limitation, claims of wrongful termination of employment, claims under Title VII of ordering the Civil Rights Act, parties to take such action as the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in deems appropriate. In the event that the Company parties apply to an arbitrator for interim relief, and Executive are unable such relief is not awarded, the parties shall be at liberty to agree on apply for relief to any competent judicial authority for interim or conservatory measures, and they shall not by doing so be held to infringe the agreement to arbitrate or to affect the relevant powers reserved to the arbitrators. The arbitrators also have the power to award final relief of an Arbitrator within fifteen injunctive or declaratory nature, including the power to determine unresolved terms in the closing documentation and to order the parties to perform in accordance with such terms. (15c) days after either party Each of the parties hereto acknowledges that (i) it has filed for freely agreed that all Proceedings will be heard in accordance with this Section 9.5, (ii) the agreement to choose arbitration in Washington, D.C. in accordance with the RulesExpedited Arbitration Rules of JAMS/Endispute to hear all Proceedings is reasonable and will not place such party at a disadvantage or otherwise deny it its day in court, they shall select (iii) it is a truly neutral arbitrator knowledgeable, informed, sophisticated person or business entity capable of understanding and evaluating the provisions set forth in accordance with the rules for the selection of neutral arbitratorsthis Agreement, who shall be the “Arbitrator” for the purposes of including this Section 14; (C) the place of arbitration shall be Troy9.5, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (Hiv) has been represented by such counsel and other advisors of its choosing as it has deemed appropriate in connection with its decision to enter into this provision shall be enforceable by specific performance and/or injunctive reliefAgreement, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in including this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement9.5.

Arbitration. The parties agree that any and all disputes(a) Unless the Holders or the Trustee opt for court proceedings pursuant to ‎Section 14.10, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder arising in any way out of or in connection with this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee (including, without limitation: (i) any question relating to contractual, pre-contractual or non-contractual rights, obligations or liabilities; and that (ii) any issue as to the Arbitrator existence, validity or termination of this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee (a “Dispute”) shall schedule be referred to and finally resolved by binding arbitration administered by the timing Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force when the notice of discovery arbitration is submitted in accordance with such Rules (the “Rules”), which Rules are deemed to be incorporated by reference into and as may be amended by the rest of this Section. (b) The tribunal shall consist of three arbitrators who shall be appointed in accordance with the Rules. (c) The seat of the hearing consistent arbitration shall be Hong Kong SAR. This arbitration agreement shall be governed by the laws of the Hong Kong SAR. (d) The language of the arbitration proceedings shall be English. (e) Any award of the tribunal shall be made in writing and shall be final and binding on the parties from the day it is made. The parties undertake to carry out any award without delay. (f) The parties agree that any Dispute(s) arising out of or in connection with that intentthis Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee may be determined together, by way of joinder and/or consolidation and/or multiple claims being heard together in a single arbitration, in accordance with the Rules. Notwithstanding anything Where joinder or consolidation occurs, or multiple claims are heard together in a single arbitration, the Parties to all such arbitration(s) shall be deemed to have waived their right to designate an arbitrator. The Parties waive any objection, on the basis of joinder, consolidation or multiple claims being heard together in a single arbitration, to the contrary hereinvalidity and/or enforcement of any award made by the arbitral tribunal in the arbitration or consolidated proceedings, nothing contained in so far as such waiver can validly be made. (g) Each of the Company, ERC, and each of their Subsidiaries that are Subsidiary Guarantors consent to, and will not object to, the referral to and resolution of any Dispute through arbitration pursuant to this ‎Section 14.09. (h) Nothing in this Section ‎Section 14.09 shall be construed to preclude the Company as preventing any party from obtaining injunctive seeking conservatory or other equitable interim relief to secure specific performance or to otherwise prevent Executive’s breach from any court of Section 10 of this Agreementcompetent jurisdiction.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (Aa) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (Bb) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14paragraph 13; (Cc) the place of arbitration shall be TroySouthfield, Michigan unless mutually agreed otherwise; (Dd) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (Ee) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (Ff) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (Gg) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (Hh) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section paragraph shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 paragraph 12 of this Agreement.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, Any arbitration held under this Agreement or Executive’s employmentshall be held in Houston, whether in contractTexas, tort, or unless otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of agreed by the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)Parties, shall be settled by mandatory arbitration administered by the Dallas, Texas office of the American Arbitration Association under its National (“AAA”) and shall, except as otherwise modified by this Paragraph 14.3, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for the Resolution of Employment Disputes Large, Complex Construction Disputes) (the “AAA Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over . The number of arbitrators required for the arbitration and hearing shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration be determined in accordance with the AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the state of Texas, they shall select excluding its conflict of law principles, as would a truly neutral arbitrator in accordance with the rules court for the selection state of neutral arbitratorsTexas; provided, who however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the “Arbitrator” for Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the purposes arbitrability of this Section 14; (C) the place of arbitration a matter in dispute shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered decided by the Arbitrator in any federal or state a court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties with proper jurisdiction. The Parties shall be entitled to engage in reasonable levels discovery, including the right to production of discovery in accordance with the Federal Rules of Civil Procedure or as permitted relevant and material documents by the Arbitratoropposing Party and the right to take depositions reasonably limited in number, providedtime and place, howeverprovided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, Willbros’ surety (if any) and the successors and permitted assigns of any of them. At Cheniere’s sole option, any other person may be joined as an additional party to any arbitration conducted under this Paragraph 14.3, provided that the time permitted for discovery shall not exceed eight (8) weeks and each party to be joined is or may be liable to either Party in connection with all or any part of any Dispute between the Parties. The arbitration award shall be limited to two (2) depositions; final and (H) this provision shall be enforceable binding, in writing, signed by specific performance and/or injunctive reliefall arbitrators, and shall constitute a basis for dismissal of any legal action brought in violation of state the duty to arbitratereasons upon which the award thereof is based. The parties hereby acknowledge Parties agree that it is their intent to expedite judgment on the resolution of arbitration award may be entered by any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcourt having jurisdiction thereof.

Arbitration. The parties agree that any and all disputesAny claim, controversies or claims of any nature whatsoever relating todispute, or controversy ("Claim") arising out of, of or relating in any way to: i) this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII Agreement; ii) the Varo Advance Account; iii) your acquisition of the Civil Rights ActVaro Advance Account; iv) your use of the Varo Advance Account; v) the amount of available funds in the Varo Bank Account; vi) advertisements, promotions or oral or written statements related to the Fair Labor Standards ActVaro Bank Account, as well as goods or services purchased with the Americans with Disabilities ActVaro Advance Account; vii) the benefits and services related to the Varo Advance Account; or viii) transactions made using the Varo Advance Account, the Age Discrimination in Employment Actno matter how described, pleaded or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)styled, shall be settled FINALLY and EXCLUSIVELY resolved by mandatory binding individual arbitration administered conducted by the American Arbitration Association ("AAA") under its National Rules Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. § 1-16). We will pay the initial filing fee to commence arbitration and any arbitration hearing that you attend shall take place in the federal judicial district of your residence. ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at ▇▇▇.▇▇▇.▇▇▇. All determinations as to the Resolution scope, interpretation, enforceability and validity of Employment Disputes (this Varo Advance Account Agreement shall be made final exclusively by the “Rules”) arbitrator, which award shall be binding and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over final. Judgment on the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment award may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over jurisdiction. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. This arbitration provision shall survive: i) the partiestermination of this Varo Advance Account Agreement; (Eii) all fees and expenses the bankruptcy of any party; iii) any transfer, sale or assignment of the Arbitrator shall be shared equally between Varo Advance Account, or any amounts owed on the Company and ExecutiveVaro Advance Account, to any other person or entity; (For iv) the decision closing of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of Varo Advance Account. If any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 portion of this Agreementarbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force. IF YOU DO NOT AGREE TO THESE ARBITRATION TERMS, DO NOT ACTIVATE OR USE THE VARO ADVANCE ACCOUNT. CALL ▇-▇▇▇-▇▇▇-▇▇▇▇ TO CLOSE THE VARO ADVANCE ACCOUNT.

Arbitration. The parties agree that Except as permitted in Section 14 above, any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or the Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (Aa) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and the Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (Bb) in the event that the Company and the Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 1415; (Cc) the place of arbitration shall be TroySouthfield, Michigan unless mutually agreed otherwise; (Dd) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (Ee) all fees and expenses of the Arbitrator shall be shared equally between the Company and the Executive; (Ff) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (Gg) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (Hh) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section 15 shall be construed to preclude the Company from obtaining injunctive or other equitable relief from the Oakland County Circuit Court or other court with appropriate jurisdiction to secure specific performance or to otherwise prevent the Executive’s breach of Section 10 12 or Section 13 of this Agreement.

Arbitration. The parties agree that any and all disputes, controversies Any controversy or claims claim arising out of any nature whatsoever or relating toto this Agreement, or arising out of, this Agreement the breach or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), validity thereof shall be settled by mandatory final and binding arbitration administered by in accordance with the most current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association under its National Rules for the Resolution ("AAA"). The arbitration shall be conducted by a tribunal of Employment Disputes three (3) arbitrators (the “Rules”"Tribunal"). Each 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 following provisions: two (A2) a single arbitrator (arbitrators shall jointly appoint the “Arbitrator”)third arbitrator, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration 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, they the third arbitrator shall select a truly neutral arbitrator be appointed by the AAA in accordance with Paragraph 15 of the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the Rules. The place of arbitration shall be TroyArlington, Michigan unless mutually agreed otherwise; Virginia and the Award shall be issued at the place of arbitration. The Tribunal may, however, call and conduct hearings and meetings at such other places as the parties may agree. The law applicable to the arbitration procedure shall be the Federal Arbitration Act (Dthe "Act") judgment as supplemented by any law of the place of arbitration which is not inconsistent with the Act. The decision of the Tribunal (the "Award") shall be made within ninety (90) days of the appointment of the Tribunal pursuant to the provisions hereof, and the parties hereby agree that any such decision need not be accompanied by a reasoned opinion. The Award may, except as limited by Section 27 of this Agreement, 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 on the parties. Judgment upon the Award may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction thereof or having jurisdiction over the parties; (E) all fees and expenses one or more of the Arbitrator shall be shared equally between parties or their assets. The parties specifically waive any right they may enjoy to apply to any court for relief from the Company and Executive; (F) the provisions of this Agreement or from any decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything Tribunal made prior to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementAward.

Arbitration. The parties agree that Except for any and all disputesaction for specific performance, controversies any controversy or claims claim arising out of any nature whatsoever or relating toto this Agreement, or arising out of, this Agreement the breach or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), validity thereof shall be settled by mandatory final and binding arbitration administered by in accordance with the most current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association under its National Rules for the Resolution ("AAA"). The arbitration shall be conducted by a tribunal of Employment Disputes three (3) arbitrators (the “Rules”"Tribunal"). Each 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 following provisions: two (A2) a single arbitrator (arbitrators shall jointly appoint the “Arbitrator”)third arbitrator, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration 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, they the third arbitrator shall select a truly neutral arbitrator be appointed by the AAA in accordance with Paragraph 15 of the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the Rules. The place of arbitration shall be TroyAlexandria, Michigan unless mutually agreed otherwise; Virginia and the Award shall be issued at the place of arbitration. The Tribunal may, however, call and conduct hearings and meetings at such other places as the parties may agree. The law applicable to the arbitration procedure shall be the Federal Arbitration Act (Dthe "Act") judgment as supplemented by any law of the place of arbitration which is not inconsistent with the Act. The decision of the Tribunal (the "Award") shall be made within ninety (90) days of the appointment of the Tribunal pursuant to the provisions hereof, and the parties hereby agree that any such decision need not be accompanied by a reasoned opinion. The Award may, except as limited by Section 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 on the parties. Judgment upon the Award may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction thereof or having jurisdiction over the parties; (E) all fees and expenses one or more of the Arbitrator shall be shared equally between parties or their assets. The parties specifically waive any right they may enjoy to apply to any court for relief from the Company and Executive; (F) the provisions of this Agreement or from any decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything Tribunal made prior to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementAward.

Arbitration. The parties agree that any and all disputes, controversies or claims In the event of any nature whatsoever relating tocontroversy, dispute or claim arising out of, of or related to this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of employment by the Civil Rights ActEmployer, the Fair Labor Standards Actparties shall negotiate in good faith in an attempt to reach a mutually acceptable settlement of such dispute. If negotiations in good faith do not result in a settlement of any such controversy, the Americans with Disabilities Actdispute or claim, the Age Discrimination in Employment Actit shall, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall except as otherwise provided for herein be finally settled by mandatory expedited arbitration administered conducted by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator selected as hereinafter provided (the “Arbitrator”) in accordance with the National Rules of the American Arbitration Association (“National Rules”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect subject to the resolution following (the parties hereby agreeing that, notwithstanding the provisions of Rule 1 of the disputeNational Rules, controversy or claim between the parties; (B) in the event that there is a conflict between the Company provisions of the National Rules and the provisions of this Agreement, the provisions of this Agreement shall control): (a) The Arbitrator shall be determined from a list of names of five impartial arbitrators each of whom shall be an attorney experienced in arbitration matters concerning executive employment disputes, supplied by the AAA chosen by Executive are unable to agree on an Arbitrator within fifteen and the Employer each in turn striking a name from the list until one name remains (15) days after either party has filed for arbitration in accordance with the Rules, they shall select Employer being the first to strike a truly neutral arbitrator in accordance with name). (b) The expenses of the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troyborne by the Employer; and the Employer shall bear its own legal fees and expenses and pay, Michigan unless mutually agreed otherwiseat least monthly, all of Executive’s legal fees and expenses incurred in connection with such arbitration, except that Executive shall have to reimburse the Employer for his legal fees and expenses if the arbitrator finds that Executive brought an action in bad faith. (c) The Arbitrator shall determine whether and to what extent any party shall be entitled to damages under this Agreement; provided that no party shall be entitled to punitive or consequential damages (Dincluding, in the case of the Employer, any claim for alleged lost profits or other damages that would have been avoided had Executive remained an employee), and each party waives all such rights, if any. (d) The Arbitrator shall not have the power to add to nor modify any of the terms or conditions of this Agreement. The Arbitrator’s decision shall not go beyond what is necessary for the interpretation and application of the provision(s) of this Agreement in respect of the issue before the Arbitrator. The Arbitrator shall not substitute his or her judgment may for that of the parties in the exercise of rights granted or retained by this Agreement. The Arbitrator’s award or other permitted remedy, if any, and the decision shall be entered based upon the issue as drafted and submitted by the respective parties and the relevant and competent evidence adduced at the hearing. (e) The Arbitrator shall have the authority to award any remedy or relief (including provisional remedies and relief) that a court of competent jurisdiction could order or grant. The Arbitrator’s written decision shall be rendered within sixty (60) days of the closing of the hearing. The decision reached by the Arbitrator shall be final and binding upon the parties as to the matter in dispute. To the extent that the relief or remedy granted by the Arbitrator is relief or remedy on any which a court could enter judgment, a judgment upon the award rendered by the Arbitrator shall be entered in any federal or state court having jurisdiction over thereof (unless in the case of an award of damages, the full amount of the award is paid within ten (10) days of its determination by the Arbitrator). Otherwise, the award shall be binding on the parties in connection with their continuing performances of this Agreement and, in any subsequent arbitral or judicial proceedings between the parties; . (Ef) The arbitration shall take place in Orange County, New York. (g) The arbitration and all fees filing, testimony, documents and expenses information relating to or presented during the arbitration proceeding shall be disclosed exclusively for the purpose of facilitating the arbitration process and in any court proceeding relating to the arbitration, and for no other purpose, and shall be deemed to be information subject to the confidentiality provisions of this Agreement. (h) The parties shall continue performing their respective obligations under this Agreement notwithstanding the existence of a dispute while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof. (i) The parties may obtain a pre-hearing exchange of information including depositions, interrogatories, production of documents, exchange of summaries of testimony or exchange of statements of position, and the Arbitrator shall limit such disclosure to avoid unnecessary burden to the parties and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the dispute. At any oral hearing of evidence in connection with an arbitration proceeding, each party and its counsel shall have the right to examine its witness and to cross-examine the witnesses of the other party. No testimony of any witness, or any evidence, shall be shared equally between introduced by affidavit, except as the Company and Executive; parties otherwise agree in writing. (Fj) Notwithstanding the dispute resolution procedures contained in this Section 14, either party may apply to any court sitting in Orange County, New York (i) to enforce this agreement to arbitrate, (ii) to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved, (iii) to confirm any arbitration award, or (iv) to challenge or vacate any final judgment, award or decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance that does not comport with the Federal Rules express provisions of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement14.

Arbitration. The parties agree that any (a) Without diminishing the finality and all disputes, controversies or claims conclusive effect of any nature whatsoever relating to, or arising out of, determination by the Company of any matter under this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of which is provided herein to be determined by the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal lawsCompany, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by subject to the American Arbitration Association under its National Rules for the Resolution provisions of Employment Disputes paragraphs (the “Rules”b) and the following provisions: (Ac) a single arbitrator (the “Arbitrator”)below, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the any dispute, controversy or claim between arising out of or relating to or concerning the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for provisions of this Agreement shall be finally settled by arbitration in accordance with the RulesNew York City before, they shall select a truly neutral arbitrator and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the "NYSE") or, if the NYSE declines to arbitrate the matter, the American Arbitration Association (the "AAA") in accordance with the commercial arbitration rules of the AAA. (b) Notwithstanding the provisions of Section 6(a), and in addition to its right to submit any dispute or controversy to arbitration, the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the City of New York, whether or not an arbitration proceeding has theretofore been or is ever initiated, for the selection purpose of neutral arbitratorstemporarily, who shall be preliminarily, or permanently enforcing the “Arbitrator” provisions of this Agreement, or to enforce an arbitration award, and, for the purposes of this Section 14; 6(b), each Indemnitee (Ci) expressly consents to the place application of arbitration shall Section 6(c) to any such action or proceeding, (ii) agrees that proof will not be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses required that monetary damages for breach of the Arbitrator shall provisions of this Agreement would be shared equally between the Company difficult to calculate and Executive; (F) the decision of the Arbitrator shall govern and shall that remedies at law would be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; inadequate and (Hiii) this provision irrevocably appoints the General Counsel of GS Inc. as the Indemnitee's agent for service of process in connection with any such action or proceeding, who shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal promptly advise the Indemnitee of any legal action brought in violation such service of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any disputeprocess. (c) (i) THE INDEMNITEE AND THE COMPANY HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary hereinACTION, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 6(a)

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”a) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, Any controversy or claim between the parties; parties to this Agreement (Bother than any dispute which arises out of or relates to infringement, validity and/or enforceability of the XOMA Patent Rights or the AFFIMED Patent Rights) arising out of or relating to this Agreement or the breach thereof shall be finally determined by arbitration in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration New York, in accordance with the RulesInternational Arbitration Rules of the International Centre for Dispute Resolution (“ICDR”) or other rules agreed to by the parties involved in the dispute, they by a panel of three neutral arbitrators (at least two of whom who shall select a truly neutral arbitrator have significant experience in accordance with the rules for the selection of neutral arbitratorsbiotechnology industry), who shall be selected by the “Arbitrator” parties involved in the dispute using the procedures for arbitrator selection of the purposes ICDR. (b) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce and is subject to the New York Convention on enforcement of arbitral awards. Insofar as it applies, the United States Arbitration Act shall govern the interpretation of, enforcement of, and proceedings pursuant to the arbitration clause in this Agreement. Except insofar as the United States Arbitration Act applies to such matters, the agreement to arbitrate set forth in this Section 14; (C) the place of arbitration 10.13 shall be Troyconstrued, Michigan unless mutually agreed otherwise; and the legal relations among the parties shall be determined in accordance with, the substantive laws of the State of New York. (Dc) judgment may The panel shall render its decision and award, including a statement of reasons upon which such award is based, within thirty (30) days after the arbitration hearing. The decision of the panel shall be entered on any determined by majority vote among the arbitrators, shall be in writing and shall be binding upon the parties involved in the dispute, final and non-appealable. Judgment upon the award rendered by the Arbitrator panel may be entered in any federal or state court having jurisdiction over thereof. (d) Except as provided under the parties; United States Arbitration Act and with respect to the infringement, validity and/or enforceability of the XOMA Patent Rights or the AFFIMED Patent Rights, no action at law or in equity based upon any dispute that is subject to arbitration under this Section 10.13 shall be instituted. (Ee) The arbitral panel shall have the authority to award, in its discretion, part or all the expenses of any arbitration pursuant to this Section 10.13, including fees and expenses of the Arbitrator shall be shared equally between the Company prevailing party’s attorneys, fees and Executive; (F) the decision expenses of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive reliefarbitrators, and shall constitute a basis for dismissal fees and expenses of any legal action brought in violation witness or the cost of any proof produced at the request of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any disputearbitrators, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementprevailing party.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or Any dispute arising out ofof or in connection with this Agreement, this Agreement including any question regarding its existence, validity or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)termination, shall be settled referred to and finally resolved by mandatory binding arbitration administered governed by the Federal Arbitration Act and conducted in accordance with the American Arbitration Association under its National Commercial Arbitration Rules, which Rules for are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three, each party having the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) right to appoint one arbitrator, who shall together then appoint a single third neutral arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) 30 days after either party has filed for arbitration in accordance with the Rules, they shall select a truly . The third neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be a person who has five years or more experience involving transactions related to the “Arbitrator” for the purposes of this Section 14; (C) the intrastate natural gas transportation market. The place of arbitration shall be TroyHouston, Michigan unless mutually Texas, USA, where all hearings and meetings shall be held. The language to be used in the arbitral proceedings shall be English. The parties hereby expressly waive any right of appeal to any court having jurisdiction on any question of fact or law. There will be no written transcript or record of the arbitration proceeding. The arbitrators will only make their award and will not render a written opinion explaining their award. It is expressly agreed otherwise; (D) judgment that the arbitrators shall have no authority to award attorney's fees, or consequential, special, indirect, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be entered on available under Texas law, or federal law, or under the Federal Arbitration Act, the parties hereby waiving their rights, if any, to recover attorneys' fees and consequential, special, indirect, treble, exemplary or punitive damages with respect to this Agreement. Any and all of the arbitrators' orders and decisions may be enforceable in, and judgment upon any award rendered by in the Arbitrator in arbitration proceeding may be confirmed and entered by, any federal or state court having jurisdiction over the parties; (E) jurisdiction. The parties agree that all fees arbitration proceedings conducted hereunder and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and arbitrators shall be conclusive kept confidential and binding upon the parties; (G) the parties shall be entitled not disclosed, except to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitratora party's affiliates, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive reliefaccountants, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any disputelawyers, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed extent necessary to preclude enforce the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementdecision.

Arbitration. The parties agree that (a) Subject to Section 12(b), any dispute, controversy or claim between Employee and all disputes, controversies or claims of any nature whatsoever relating to, or the Company arising out of, of or relating to this Agreement or ExecutiveEmployee’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of employment with the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall Company will be finally settled by mandatory arbitration administered by in Denver, Colorado in accordance with the then-existing American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “RulesAAA”) Employment Arbitration Rules. The arbitration award shall be final and the following provisions: (A) binding on both parties. Any arbitration conducted under this Section 12 shall be heard by a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration selected in accordance with the Rulesthen-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, they the Arbitrator shall select a truly neutral arbitrator in accordance with have the rules for power to (i) gather such materials, information, testimony and evidence as the selection of neutral arbitratorsArbitrator deems relevant to the dispute before him or her (and each party will provide such materials, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troyinformation, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered testimony and evidence requested by the Arbitrator in any federal or state court having jurisdiction over the parties; Arbitrator), and (Eii) all fees grant injunctive relief and expenses enforce specific performance. The decision of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall reasoned, rendered in writing, be conclusive final and binding upon the parties; (G) disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. Each party shall be entitled responsible for its own legal fees and costs associated with such arbitration and associated judgment. (b) Notwithstanding Section 12(a), either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to reasonable levels enforce any of discovery in accordance with the Federal Rules provisions of Civil Procedure or as permitted by the Arbitrator, Sections 9 through 11; provided, however, that the time permitted remainder of any such dispute (beyond the application for discovery shall not exceed eight (8) weeks and each party emergency or temporary injunctive relief) shall be limited subject to two arbitration under this Section 12. (2c) depositions; By entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (Hd) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained Nothing in this Section 12 shall be construed prohibit a party to preclude this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the Company from obtaining injunctive other party to this Agreement in a litigation initiated by a person or other equitable relief entity that is not a party to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.

Arbitration. The parties agree that any Any and all disputes, claims or controversies or claims of any nature whatsoever relating to, in connection with or arising out ofunder this Agreement, this Agreement its interpretation, validity or Executive’s employmentany breach hereof, whether which have not been resolved within the five (5) business day period specified in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), Section 22.4.1 shall be settled by mandatory arbitration administered by one (1) arbitrator under the Commercial Arbitration Rules of the American Arbitration Association under its National Rules for the Resolution of Employment Disputes then in force (the “"AAA Rules”") and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rulesfollowing terms and conditions: (a) In the event of any conflict between the AM Rules and the provisions of this Agreement, they the provisions of this Agreement shall select a truly neutral prevail; (b) The place of the arbitration shall be Houston, Texas, United States of America; (c) The Parties shall appoint one arbitrator in accordance with the rules for MA Rules within ten (10) business days of the selection delivery of neutral arbitratorsthe notice of referral to arbitration under Section 22.4. 1. In the event of an inability to agree on the arbitrator, who the appointing authority shall be the “Arbitrator” American Arbitration Association, acting in accordance with such rules as it may adopt for the purposes of this purpose; (d) Any arbitration proceedings under this Section 14; (C) the place of arbitration 22.4 shall be Troy, Michigan unless mutually agreed otherwise; concluded within thirty (D30) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses days of the Arbitrator shall be shared equally between appointment of the Company and Executive; arbitrator; (Fe) the The decision of the Arbitrator shall govern and arbitrator shall be conclusive and binding upon rendered within thirty (30) days of the parties; conclusion of the arbitration proceedings; (Gf) the parties The English language shall be entitled used as the written and spoken language for the arbitration and all matters connected to reasonable levels of discovery 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 Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 terms of this Agreement, including specific performance, and any such relief may be specifically enforced by any court of competent jurisdiction; (h) The award of the arbitrator shall be final and binding on the Parties; and (i) The award of the arbitrator may be enforced by any court of competent jurisdiction and may be executed against the person and assets of the losing party in any competent jurisdiction.

Arbitration. The parties agree that (a) If the Parties are unable to resolve any Dispute as contemplated above, such Dispute shall be submitted to mandatory and all disputesbinding arbitration at the election of either Company, controversies or claims of any nature whatsoever relating toon the one hand, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise FUSA on the other hand (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies"Disputing Party"), . The arbitration shall be settled by mandatory arbitration administered by pursuant to the Commercial Arbitration Rules of the American Arbitration Association under its National Rules for ("AAA"). (b) To initiate arbitration, the Resolution of Employment Disputes Disputing Party shall notify the other Party, in writing (the “Rules”"Arbitration Demand") and with a copy to AAA, which shall (i) describe in reasonable detail the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution nature of the disputeDispute, controversy or claim between (ii) state the parties; amount of the claim, and, (Biii) in specify the event that the Company and Executive are unable to agree on an Arbitrator within requested relief. Within fifteen (15) days after the other Party's receipt of the Arbitration Demand, such other Party shall file and serve on the Disputing Party a written statement responding to the claims set forth in the Arbitration Demand as well as including any affirmative defenses of such Party; asserting any and all counterclaims, which shall counterclaim shall describe in reasonable detail the nature of the Dispute relating to the counterclaim, state the amount of the counterclaim, and specify the requested relief. (c) If the amount of the controversy set forth in either party the claim or counterclaim is less than $100,000, then the matter shall be resolved by a single Arbitrator selected pursuant to the rules of the AAA. (d) If the amount of the controversy set forth in either the claim or counterclaim is equal to or exceeds $100,000, then the matter shall be resolved by a panel of three arbitrators (the "Arbitration Panel") selected pursuant to the rules of the AAA. Decisions of a majority of the members of the Arbitration Panel shall be determinative. (e) The arbitration hearing shall be held in such neutral location as the Parties may mutually agree or, if they cannot agree, Wilmington, Delaware. The Arbitrator or Arbitration Panel is specifically authorized in proceeding pursuant to subparagraph (d) to render partial or full summary judgment as provided for in the Federal Rules of Civil Procedure. Unless otherwise agreed by the Parties, partial or full summary judgment shall not be available in proceedings pursuant to subparagraph (c) above. In the event summary judgment or partial summary judgment is granted, the non-prevailing Party may not raise as a basis for a motion to vacate an award that the Arbitrator or Arbitration Panel failed or refused to consider evidence bearing on the dismissed claim(s) or issue(s). The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings which would otherwise be subject to the confidentiality provisions of Paragraph 11 herein shall remain subject to said provisions. The Arbitration Panel will have no power or authority, under the Commercial Arbitration Rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including, without limitation, the provisions of this Paragraph. (f) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an Arbitrator is replaced after the arbitration hearing has filed for arbitration commenced, then a rehearing shall take place in accordance with this Paragraph and the RulesCommercial Arbitration Rules of the AAA. (g) Within fifteen (15) days after the closing of the arbitration hearing, they shall select the Arbitrator or Arbitration Panel will prepare and distribute to the Parties a truly neutral arbitrator in accordance with writing setting forth the rules Arbitrator's or Arbitration Panel's findings of fact and conclusions of law relating to the Dispute, including the justification for the selection granting or denying of neutral arbitratorsany award. (h) The Arbitrator or Arbitration Panel is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either Party if, who shall upon a showing of good cause, such Party is unreasonably delaying the proceeding. (i) Any award rendered by the Arbitrator or Arbitration Panel will be final, conclusive and binding upon the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) Parties and any judgment thereon may be entered on and enforced in any court of competent jurisdiction. (j) Each Party will bear a pro rata share of all fees, costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each Party will bear 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 Arbitrator or Arbitration Panel, the prevailing Party in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties such a proceeding shall be entitled to recover reasonable levels of discovery attorney's fees and expenses incurred in accordance connection with the Federal Rules of Civil Procedure or as permitted by the Arbitratorsuch proceedings, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited in addition to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementwhich it may be entitled.

Arbitration. The parties agree that (a) ANY DISPUTE, LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT, WHETHER CONTRACTUAL OR NON-CONTRACTUAL AND INCLUDING ANY DISPUTE, LEGAL ACTION OR PROCEEDING REGARDING THE EXISTENCE, VALIDITY, FORMATION OR TERMINATION OF THIS AGREEMENT (A “DISPUTE”) SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PCA RULES WHICH RULES ARE DEEMED INCORPORATED BY REFERENCE INTO THIS CLAUSE EXCEPT TO THE EXTENT THAT THEY RELATE TO THE NATIONALITY OF THE ARBITRATOR. (b) In any and all disputes, controversies or claims arbitral proceedings as referred to in paragraph (a) above: (i) the number of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), arbitrators shall be settled by mandatory arbitration administered by three; (ii) if all Parties are party to the American Arbitration Association under its National Rules for the Resolution arbitral proceedings, each of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator the Reimbursement Parties jointly (and failing such joint appointment Article 7(2) of the “Arbitrator”PCA Rules shall apply), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in The Netherlands shall appoint one arbitrator and the event that two arbitrators thus appointed shall choose the Company and Executive are unable to agree on an Arbitrator within fifteen third arbitrator who will act as the presiding arbitrator of the arbitral tribunal; (15iii) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who appointing authority shall be the “Arbitrator” for Secretary-General of the purposes Permanent Court of this Section 14; Arbitration; (Civ) the place of arbitration shall be TroyLondon, Michigan unless mutually agreed otherwise; England; (Dv) judgment may the language to be entered used in the arbitral proceedings shall be English; (vi) the IBA Rules on any the Taking of Evidence in International Arbitration of 29 May 2010 shall apply; (vii) the arbitral tribunal shall use its best efforts to make a final award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses within twelve months of the Arbitrator appointment of the third arbitrator who acts as the presiding arbitrator of the arbitral tribunal, and shall be shared equally between conduct the Company and Executive; arbitral proceedings accordingly; (Fviii) the decision of the Arbitrator arbitral tribunal shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery rule in accordance with the Federal Rules laws of Civil Procedure England (and not, for the avoidance of doubt, as amiable compositeur or as permitted by ex aequo et ▇▇▇▇); and (ix) all Parties, the Arbitrator, provided, however, that arbitrators and the time permitted for discovery Secretary-General and the International Bureau of the Permanent Court of Arbitration shall not exceed eight (8) weeks protect the confidentiality of the existence of the arbitral proceedings and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought information received by them in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent connection with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementsuch proceedings.

Arbitration. The parties agree that any and all disputesAny claim, controversies or claims of any nature whatsoever relating todispute, or controversy ("Claim") arising out of, of or relating in any way to: i) this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII Agreement; ii) the Varo Bank Account; iii) your acquisition of the Civil Rights ActVaro Bank Account; iv) your use of the Varo Bank Account; v) the amount of available funds in the Varo Bank Account; vi) advertisements, promotions or oral or written statements related to the Fair Labor Standards ActVaro Bank Account, as well as goods or services purchased with the Americans with Disabilities ActVaro Bank Account; vii) the benefits and services related to the Varo Bank Account; or viii) transactions made using the Varo Bank Account, the Age Discrimination in Employment Actno matter how described, pleaded or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)styled, shall be settled FINALLY and EXCLUSIVELY resolved by mandatory binding individual arbitration administered conducted by the American Arbitration Association ("AAA") under its National Rules Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). We will pay the initial filing fee to commence arbitration and any arbitration hearing that you attend shall take place in the federal judicial district of your residence. ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at ▇▇▇.▇▇▇.▇▇▇. All determinations as to the Resolution scope, interpretation, enforceability and validity of Employment Disputes (this Bank Account Agreement shall be made final exclusively by the “Rules”) arbitrator, which award shall be binding and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over final. Judgment on the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment award may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over jurisdiction. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. This arbitration provision shall survive: i) the partiestermination of this Bank Account Agreement; (Eii) all fees and expenses the bankruptcy of any party; iii) any transfer, sale or assignment of the Arbitrator shall be shared equally between Varo Bank Account, or any amounts owed on the Company and ExecutiveVaro Bank Account, to any other person or entity; (For iv) the decision closing of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of Varo Bank Account. If any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 portion of this Agreementarbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force. IF YOU DO NOT AGREE TO THESE ARBITRATION TERMS, DO NOT ACTIVATE OR USE THE CARD OR VARO BANK ACCOUNT. CALL ▇-▇▇▇-▇▇▇-▇▇▇▇ TO CLOSE THE VARO BANK ACCOUNT AND REQUEST A REFUND, IF APPLICABLE.

Arbitration. The parties agree that If the Buyer and the Sellers are unable to resolve any and all disputesdispute regarding the Preliminary Amounts Schedule, controversies or claims within thirty (30) days after the Sellers’ receipt of any nature whatsoever relating tothe Notice of Dispute, or arising out ofsuch longer period as the Buyer and the Sellers shall mutually agree in writing, this Agreement or Executive’s employmentsuch dispute shall be resolved by a mutually agreed upon accounting firm that, whether in contractunless otherwise mutually agreed by the parties, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII is independent of the Civil Rights ActBuyer and each Seller (meaning a firm of certified public accountants that has not provided services to any of the parties hereto or their Affiliates during the immediately preceding five (5) years) (such accounting firm, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company . Such resolution shall be final and Executive, binding on the parties hereto and the Final Amounts Schedule shall preside over the arbitration and shall make all decisions be prepared in accordance with respect to the resolution of the disputeArbitrator. The Buyer and the Sellers shall submit to the Arbitrator for review and resolution all matters (but only such matters) that are set forth in the Notice of Dispute that remain in dispute in determining the Net Working Capital Amount, controversy the Other Third-Party Brand Amount, the DP Amount, the Residual Transferred Assets Amount, the Other Assets and Liabilities Amount, the Retained Assets Amount, or claim between the parties; Retained Liabilities Amount, as the case may be, and the Arbitrator shall, except in the case of manifest error, (A) not assign a value to any item in dispute greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, and (B) in make its determination based on written submissions by the event that Buyer and the Company and Executive Sellers which are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rulesguidelines and procedures set forth in this Agreement (i.e., they not on the basis of an independent review). The Arbitrator shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitratorsuse commercially reasonable efforts to complete its work within forty-five (45) days following its engagement. The fees, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees costs and expenses of the Arbitrator (i) shall be shared equally between borne by the Company and Executive; Buyer in the proportion that the aggregate dollar amount of all such disputed items so submitted that are resolved against the Buyer (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted finally determined by the Arbitrator, provided, however, ) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Sellers in the proportion that the time permitted for discovery shall not exceed eight aggregate dollar amount of such disputed items so submitted that are resolved against the Sellers (8) weeks and each party shall be limited to two (2as finally determined by the Arbitrator) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything bears to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach aggregate dollar amount of Section 10 of this Agreementall such items so submitted.

Arbitration. The parties agree that (a) If Buyer has made any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII payment of the Civil Rights Acttype referred to in Section 8.4(h) and is, subject to the terms thereof, seeking indemnity from Seller, and if Seller disagrees with Buyer’s determination (a “Dispute”), the Fair Labor Standards Act, discussion process described in Section 8.4(h) and arbitration in accordance with this Section 8.13 shall be the Americans with Disabilities Act, exclusive means by which the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), parties may resolve such Dispute. The Dispute shall be settled by mandatory arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association under (“AAA”) in accordance with its National International Arbitration Rules for the Resolution of Employment Disputes (the “Rules”), except as such Rules have been modified herein. (b) The number of arbitrators shall be three, one of whom shall be appointed by Buyer, one of whom shall be appointed by Seller within 20 days after the receipt of a copy of the demand for arbitration and the following provisions: (A) a single arbitrator (third of whom shall be selected by the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution mutual agreement of the disputearbitrators so appointed by Buyer and Seller, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) 30 days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitratorsthe second arbitrator, who or in default thereof by the International Centre for Dispute Resolution of the AAA. The parties shall be the “Arbitrator” for the purposes of this Section 14; (C) the attempt to appoint arbitrators with experience in investment management matters. The place of arbitration shall be TroyNew York, Michigan unless mutually agreed otherwise; New York and the language of the arbitration shall be English. (Dc) judgment All papers, documents and evidence, whether written or oral, filed with or presented to the arbitrator shall be deemed by the parties to be Confidential Information (as defined in the Confidentiality Agreement). In addition, the arbitrators shall keep such papers, documents and evidence strictly confidential, and no expert or arbitrator shall disclose in whole or in part to any other Person any Confidential Information submitted by any other Person in connection with any arbitration proceedings, except to the extent (i) required by any applicable Law or regulatory authority, (ii) reasonably necessary to assist counsel in the arbitration or preparation for arbitration of the Dispute, (iii) reasonably necessary for enforcement of (A) this agreement to arbitrate or (B) any award issued thereunder or (iv) that such “confidential” information was previously or subsequently becomes known to the disclosing party without restrictions on disclosure, was independently developed by such disclosing party or becomes publicly known through no fault of the disclosing party. (d) The arbitrators shall only have the authority to determine whether the applicable remedial measure taken was in respect of an actual breach, failure to comply or violation of a Fiduciary Requirement or Regulatory Requirement by Seller or any Person that was a Controlled Affiliate of Seller at the time of the disputed breach, failure to comply or violation and the corresponding actual damages of the applicable Client. (e) Any decision of the arbitration panel rendered in accordance with this Agreement shall be final and binding upon the parties to the arbitration proceeding and may be entered on any award rendered by the Arbitrator and enforced in any federal or state court having jurisdiction over jurisdiction. If the parties; (E) all arbitrators rule in favor of Buyer, then Seller shall bear the arbitration costs, and if the arbitrators rule in favor of Seller, then Buyer shall bear the arbitration costs, in each case, including the fees and expenses of the Arbitrator shall be shared equally between arbitrators and the Company and Executive; (F) AAA. Except for the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery grounds provided for in accordance with the Federal Rules of Civil Procedure or as Arbitration Act, each party hereby waives to the fullest extent permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited Law any rights to two (2) depositions; and (H) this provision shall be enforceable review of such decision by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy court or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementtribunal.

Arbitration. Executive and the Corporation will submit any disputes arising under this Agreement to an arbitration panel conducting a binding arbitration in Hartford, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of such arbitration (the "Rules"), and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof; PROVIDED, HOWEVER, that nothing herein shall impair the Corporation's right to seek equitable relief for breach or threatened breach of Section 7 or Section 8. The award of the arbitrators shall be final and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issue or accounting presented to the arbitration panel. The parties hereto further agree that any the arbitration panel shall consist of one (1) person mutually acceptable to the Corporation and all disputesExecutive, controversies 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 claims of any nature whatsoever relating tohis representative) and one selected by the arbitrators so selected by the parties hereto, or arising out ofif the parties hereto cannot agree, this Agreement or Executive’s employmentselected by the manager of the principal office of the American Arbitration Association in Hartford County in the State of Connecticut. All fees and expenses of the arbitration, whether including a transcript if either party requests, shall be borne equally by the parties. If Executive prevails as to any material issue presented in contractthe arbitration, tort, or otherwise the entire cost of such proceedings (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), Executive's reasonable attorney's fees) shall be settled by mandatory arbitration administered borne by the American Arbitration Association under its National Rules Corporation. If Executive does not prevail as to any material issue, each party will pay for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the Arbitrator party prevails on a claim for which attorney's fees are recoverable under the Rules). Any action to enforce or vacate the arbitrator's award shall be shared equally between governed by the Company federal Arbitration Act, if applicable, and Executive; (F) otherwise by applicable state law. If either the decision of Corporation or Executive pursues any claim, dispute or controversy against the Arbitrator shall govern and shall be conclusive and binding upon other in a proceeding other than the parties; (G) arbitration provided for herein, the parties responding party shall be entitled to reasonable levels dismissal or injunctive relief regarding such action and recovery of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitratorall costs, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks losses and each party shall be limited attorney's fees related to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementsuch action.

Arbitration. The parties agree that (a) If any and all disputescontroversy, controversies claim or claims of dispute arises under this Agreement which the Parties are unable to resolve in accordance with Section 13.1(a), the Parties shall negotiate in good faith to resolve such dispute. If the Parties are unable to resolve the dispute to their mutual satisfaction within * * * * * after any nature whatsoever relating toParty gives written notice to such effect to the other Party, then any Party may submit the dispute to arbitration for final settlement, which arbitration shall be conducted in accordance with the procedures set out in this Section 13.2. (b) Any controversy, claim or dispute arising out of, of or relating to this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rulesrules of the London Court of International Arbitration, they shall select a truly neutral arbitrator by three (3) arbitrators to be selected in accordance with such rules of that body, provided, that each Party shall choose one arbitrator and the rules for two chosen arbitrators shall choose the selection of neutral arbitrators, who third arbitrator. The arbitrators shall be qualified by education, experience and training to decide the “Arbitrator” for the purposes of this Section 14; issues to be arbitrated. (Cc) the place of Any such arbitration shall be Troyconducted in English in London, Michigan unless mutually agreed otherwise; England. The decision of the arbitrators shall be final, binding and conclusive upon the Parties. (Dd) judgment The arbitrators shall have the authority to grant any interim award and to order any interim or permanent relief as they may be entered on any award rendered by deem necessary or advisable under the Arbitrator in any federal circumstances, including, but not limited to, a grant of injunctive relief or state court having jurisdiction over an order of specific performance. (e) The Parties shall bear equally the parties; (E) all fees costs and expenses of arbitration, and each such Party shall bear the Arbitrator shall be shared equally between the Company costs and Executive; (F) expenses of its own counsel, technical advisors and expert witnesses, unless the decision of the Arbitrator arbitrators shall govern and shall be conclusive and binding upon the parties; otherwise direct. (Gf) the parties shall be entitled to reasonable levels of discovery Any arbitration award or any interim relief or award rendered in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party this Section 13.2 shall be limited satisfied promptly and without the need for the prevailing Party to two (2) depositions; and (H) this provision seek enforcement, which may be sought in any court having competent jurisdiction. In the event resort to enforcement proceedings are required for any interim or final award or decision, the Party which has not complied with the arbitral award or decision, whether interim or final, shall be enforceable by specific performance and/or injunctive relief, responsible for both Parties’ reasonable attorneys’ fees and shall constitute a basis for dismissal of any legal action brought all direct costs in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementenforcement proceeding.

Arbitration. The parties Both Parties hereby agree on behalf of themselves and any persons claiming by or through them that any and all disputesdispute, controversies except insofar as such dispute is an Exempted Dispute (as defined below) arising out of or claims of any nature whatsoever relating toin connection with the execution, interpretation, performance, or arising out of, nonperformance of this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be solely and finally settled by mandatory binding arbitration administered by in accordance with the International Arbitration Rules of the American Arbitration Association under its National Rules for in effect on the Resolution Effective Date of Employment Disputes this Agreement (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”); provided, mutually agreeable to Company and Executivehowever, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) that in the event that of conflict between the Company Rules and Executive are unable to agree on an Arbitrator within fifteen (15the terms of this Agreement, the terms of this Agreement shall govern. The sole location and venue of arbitration shall be Dallas, Texas. The arbitration shall be conducted in English and the arbitrator(s) days after either party has filed for 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, they shall select a truly neutral arbitrator in accordance with . The Parties agree that the rules for award of the selection of neutral arbitrators, who arbitrator(s) shall be (i) the “Arbitrator” 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 expenses of the arbitration, including the Parties’ legal expenses, in such manner as the arbitrator deems equitable based on the decision on the merits of the case. For the purposes of this Section 14; 8.10, an “Exempted Dispute” means (Ci) 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 place of arbitration shall be Troyobligations under this Agreement, Michigan unless mutually agreed otherwise; or (Diii) judgment may be entered on any award rendered 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 Arbitrator area in any federal dispute, the Parties agree to continue to perform their obligations under this Agreement while the dispute is being resolved unless and until this Agreement expires or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery its terminated in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementits terms.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), a) All Disputed Matters shall be settled determined by mandatory arbitration administered and governed by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes this ARTICLE XI. (the “Rules”b) With respect to any Disputed Title Matter, Buyer and the following provisions: (A) Sellers’ Representative shall select a single arbitrator (the “Arbitrator”), mutually agreeable to Company single arbitrator, who shall be a title attorney with at least ten (10) years’ experience in oil and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) gas titles involving properties in the event that regional area in which the Company and Executive Properties are unable to agree on an Arbitrator located, within fifteen (15) days after either party has filed for arbitration in accordance with following the RulesClosing Date. With respect to any Disputed Environmental Matter, they Buyer and Sellers’ Representative shall select a truly neutral mutually agreeable single arbitrator, who shall be an environmental consultant with at least ten (10) years’ experience, within fifteen (15) days following the Closing Date. If Buyer and Sellers’ Representative have not selected a mutually agreeable arbitrator in accordance with the rules for the selection of neutral arbitratorsprovisions and deadlines set forth in this Section 11.1(b), who then such arbitrator shall be chosen in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”) (the arbitrator selected in accordance with this Section 11.1(b), the “Arbitrator” for the purposes of this Section 14; ”). (Cc) the place of arbitration The Arbitrator’s determination shall be Troy, Michigan unless mutually agreed otherwise; made within twenty (D20) judgment may days after submission of the Disputed Matters to the Arbitrator and shall be entered binding on any award rendered and non-appealable by the Arbitrator in Parties. (d) In making his determination with respect to any federal or state court having jurisdiction over the parties; (E) all fees and expenses of Disputed Matter, the Arbitrator shall be shared equally between bound by the Company and Executive; (F) rules set forth in ARTICLE V and, subject to the decision foregoing, may consider such other matters as in the opinion of the Arbitrator shall govern and shall be conclusive and binding upon the partiesare necessary to make a proper determination; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited with respect to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive reliefany Disputed Matter related to any Title Defect Amount, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any disputeTitle Benefit Amount or Environmental Defect Amount, controversy or claim hereunder and that the Arbitrator shall schedule not award Buyer (or Sellers, if applicable) a greater amount than the timing amount claimed by Buyer (or Sellers, if applicable) in its Title Notice or Environmental Notice, as applicable. (e) With respect to any Disputed Matter, the Arbitrator shall act as an expert for the limited purpose of discovery determining such specific Disputed Matter, and, unless the Disputed Matter relates to a Title Defect Amount, a Title Benefit Amount or an Environmental Defect Amount, may not award damages, interest or penalties to either Party with respect to any Disputed Matter. Notwithstanding the immediately preceding sentence, the Arbitrator may, however, award reasonable costs, including attorney fees and fees and expenses associated with the Arbitrator, to the Party determined by the Arbitrator to be the prevailing Party in the arbitration of any Disputed Matter. Within ten (10) days after the Arbitrator delivers written notice to Buyer and Sellers’ Representative of such award, (A) Buyer shall pay to each Seller its Pro Rata Portion of the hearing consistent with that intent. Notwithstanding anything amount, if any, so awarded by the Arbitrator to Sellers and (B) each Seller, severally and jointly, shall pay to Buyer its Pro Rata Portion of the contrary hereinamount, nothing contained in this Section shall be construed if any, so awarded by the Arbitrator to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementBuyer.

Arbitration. The parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, Any arbitration held under this Agreement or Executive’s employmentshall be held in Houston, whether in contractTexas, tort, or unless otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of agreed by the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)Parties, shall be settled by mandatory arbitration administered by the Dallas, Texas office of the American Arbitration Association under its National (“AAA”) and shall, except as otherwise modified by this Section 16.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for the Resolution of Employment Disputes Large, Complex Construction Disputes) (the “AAA Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over . The number of arbitrators required for the arbitration and hearing shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration be determined in accordance with the AAA Rules. The arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive law of the state of Texas, they shall select excluding its conflict of law principles, as would a truly neutral arbitrator in accordance with the rules court for the selection state of neutral arbitratorsTexas; provided, who however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the “Arbitrator” for Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the purposes arbitrability of this Section 14; (C) the place of arbitration a matter in dispute shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered decided by the Arbitrator in any federal or state a court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties with proper jurisdiction. The Parties shall be entitled to engage in reasonable levels discovery, including the right to production of discovery in accordance with the Federal Rules of Civil Procedure or as permitted relevant and material documents by the Arbitratoropposing Party and the right to take depositions reasonably limited in number, providedtime and place, howeverprovided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitrate is binding upon the Parties, Contractor’s surety (if any) and the successors and permitted assigns of any of them. At Owner’s sole option, any other person may be joined as an additional party to any arbitration conducted under this Section 16.2, provided that the time permitted for discovery shall not exceed eight (8) weeks and each party to be joined is or may be liable to either Party in connection with all or any part of any Dispute between the Parties. The arbitration award shall be limited to two (2) depositions; final and (H) this provision shall be enforceable binding, in writing, signed by specific performance and/or injunctive reliefall arbitrators, and shall constitute a basis for dismissal of any legal action brought in violation of state the duty to arbitratereasons upon which the award thereof is based. The parties hereby acknowledge Parties agree that it is their intent to expedite judgment on the resolution of arbitration award may be entered by any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcourt having jurisdiction thereof.

Arbitration. The (i) If the parties agree that any and all disputes, controversies should have a material dispute arising out of or claims of any nature whatsoever relating toto this Agreement, or arising out ofthe parties’ respective rights and duties hereunder, this Agreement or Executive’s employment, whether then the parties will resolve such dispute in contract, tort, or otherwise the following manner: (including, without limitation, claims of wrongful termination of employment, claims under Title VII 1) either party may at any time deliver to the other party a written dispute notice setting forth a brief description of the Civil Rights Actissue for which such notice initiates the dispute resolution mechanism contemplated by this Section 7(h); (2) during the forty-five (45) day period following the delivery of the notice described above, appropriate representatives of both parties will meet and seek to resolve the disputed issue through negotiation; (3) if representatives of the parties are unable to resolve the disputed issue through negotiation, then within thirty (30) days after the forty-five (45) day period described above, the Fair Labor Standards Act, parties will refer the Americans issue (to the exclusion of a court of law) to final and binding arbitration located in the State of Arizona in accordance with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory then existing commercial arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes rules (the “Rules”) and of the following provisions: American Arbitration Association (A) a single arbitrator (the “ArbitratorAAA”), mutually agreeable to Company and Executive, shall preside over judgment upon the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator arbitrators may be entered in any federal or state court having jurisdiction over the partiesthereof; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery law applicable to any controversy shall not exceed eight be the law of the State of Delaware, regardless of principles of conflicts of laws. (8) weeks and ii) In any arbitration pursuant to this Agreement, the award or decision shall be rendered by a majority of the members of a Board of Arbitration (the “Board of Arbitration”) in Phoenix, Arizona consisting of three (3) members, one (1) of whom shall be appointed by each party and the third of whom shall be limited to the chairman of the panel and be appointed by mutual agreement of said two (2) depositions; and party-appointed arbitrators. In the event of failure of said two (H2) this provision arbitrators to agree within forty-five (45) days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator to the Board of Arbitration, the third arbitrator shall be enforceable appointed to the Board of Arbitration by specific performance and/or the Agreement in accordance with the Rules. Nothing set forth above shall be interpreted to prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of a three (3) member Board of Arbitration. Upon the completion of the selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), an award or decision shall be rendered within no more than forty-five (45) days. Notwithstanding the foregoing, the request by the parties for preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to arbitration and shall constitute a basis for dismissal of any legal action brought in violation may be adjudicated only by the courts of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution State of any dispute, controversy Arizona or claim hereunder and that the Arbitrator shall schedule the timing of discovery and federal court of the hearing consistent with that intent. Notwithstanding anything to United States of America sitting in the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach State of Section 10 of this AgreementArizona.

Arbitration. The parties agree that any and all disputesAny claim, controversies or claims of any nature whatsoever relating todispute, or controversy ("Claim") arising out of, of or relating in any way to: i) this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII Agreement; ii) the Varo Bank Account; iii) your acquisition of the Civil Rights ActVaro Bank Account; iv) your use of the Varo Bank Account; v) the amount of available funds in the Varo Bank Account; vi) advertisements, promotions or oral or written statements related to the Fair Labor Standards ActVaro Bank Account, as well as goods or services purchased with the Americans with Disabilities ActVaro Bank Account; vii) the benefits and services related to the Varo Bank Account; or viii) transactions made using the Varo Bank Account, the Age Discrimination in Employment Actno matter how described, pleaded or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)styled, shall be settled FINALLY and EXCLUSIVELY resolved by mandatory binding individual arbitration administered conducted by the American Arbitration Association ("AAA") under its National Rules Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). We will pay the initial filing fee to commence arbitration and any arbitration hearing that you attend shall take place in the federal judicial district of your residence. ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at ▇▇▇.▇▇▇.▇▇▇. All determinations as to the Resolution scope, interpretation, enforceability and validity of Employment Disputes (this Bank Account Agreement shall be made final exclusively by the “Rules”) arbitrator, which award shall be binding and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over final. Judgment on the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment award may be entered in any court having jurisdiction. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. This arbitration provision shall survive: i) the termination of this Bank Account Agreement; ii) the bankruptcy of any party; iii) any transfer, sale or assignment of the Varo Bank Account, or any amounts owed on the Varo Bank Account, to any award rendered other person or entity; or iv) closing of the Varo Bank Account. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force. IF YOU DO NOT AGREE TO THESE ARBITRATION TERMS, DO NOT ACTIVATE OR USE THE CARD OR VARO BANK ACCOUNT. CALL ▇-▇▇▇-▇▇▇-▇▇▇▇ TO CLOSE THE VARO BANK ACCOUNT AND REQUEST A REFUND, IF APPLICABLE. III. MOBILE CHECK DEPOSIT 1. Description of Service and Consent You can make deposits to the Varo Bank Account remotely by using the Mobile App to take a legible picture of the front and back of the negotiable check(s) and transmitting images of such instruments to us in compliance with our requirements ("Check Image(s)"). If the Check Image is accepted for deposit, we will notify you electronically. The Bank will then attempt to collect the item by presenting the image or converting the image into a digital representation of the original check ("Substitute Check"). Unlike traditional check deposits, you retain the original paper check when you use Mobile Deposit. See the paragraph captioned "Retention of Original Check" for retention requirements. The manner in which Substitute Checks are cleared, presented for payment and deposited will be determined by the Arbitrator Bank, in our sole discretion. We may change, modify, add or remove functionality from Mobile Deposit at any federal time, with or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled without notice to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementyou.

Arbitration. If a Dispute is not resolved by Senior Management Executives within 30 days from receipt of a Notice of Dispute (or such longer period as the Senior Management Executives may otherwise agree in writing), the Dispute shall, at the request of either Party, be resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules"), except to the extent of conflicts between the ICC Rules and the provisions of this EPA, in which event the provisions of this EPA shall prevail. The parties following provisions shall apply to an arbitration commenced pursuant to this Section 12.4: (a) the number of arbitrators shall be one; (b) the place, or legal seat, of the arbitration shall be Whitehorse, Yukon; (c) the language to be used in the arbitral proceedings shall be English; (d) all awards issued by the arbitrator shall be final, non-appealable and binding on the Parties. Any award may be filed in any court of competent jurisdiction and may be enforced by a Party as a final judgment in such court. The Parties expressly waive, to the maximum extent permitted by law, any right of appeal of any award or reference of any matter to any court, other than as may be necessary to recognize or enforce an award; (e) the arbitrator shall be guided by the International Bar Association's Rules on the Taking of Evidence in International Commercial Arbitration; (f) the Parties shall request that the arbitrator render its final award within 12 months of the commencement of the arbitration, or as soon as possible thereafter, provided that no award shall be invalid if it is not rendered within the time period herein specified; (g) any award for monetary damages shall be made and payable in Canadian Dollars and may include interest from the date of any breach or violation of this EPA until paid in full at the rate determined by the arbitrator; (h) the Parties agree that any arbitration carried out hereunder shall be kept private and confidential, and that the existence of the proceedings and any element of it (including all awards, the identity of the Parties and all disputeswitnesses and experts, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” materials created for the purposes of the arbitration, all testimony or other oral submissions, and all documents produced by a Party that were not already in the possession of the other Party) shall be kept confidential, except (i) with the consent of the Parties, (ii) to the extent disclosure may be lawfully required in bona fide judicial proceedings relating to the arbitration, (iii) where disclosure is lawfully required by a legal duty, and (iv) where such information is already in the public domain other than as a result of a breach of this Section 14; clause. The Parties also agree not to use any information disclosed to them during the arbitration for any purpose other than in connection with the arbitration; (Ci) where a Dispute relates to the EPA, the Parties shall agree to consolidate the matters in Dispute under such agreements in a single arbitration; (j) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, Parties agree that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite during the resolution of any disputea Dispute pursuant to this Article 12, controversy or claim hereunder the Parties shall continue to perform their obligations under this EPA, provided that such performance shall be without prejudice to the rights and that the Arbitrator shall schedule the timing of discovery and remedies of the hearing consistent with that intent. Notwithstanding anything Parties and shall not be read or construed as a waiver of a Party's right to claim for recovery of any loss, costs, expenses or damages suffered as a result of the continued performance of this EPA; and (k) each Party will be responsible for its own costs under this Article 12, subject to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach award of Section 10 of this Agreementan arbitrator.

Arbitration. The parties agree that (a) Subject to Section 11(b), any dispute, controversy or claim between Employee and all disputes, controversies or claims of any nature whatsoever relating to, or the Company arising out of, of or relating to this Agreement or ExecutiveEmployee’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of employment with the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall Company will be finally settled by mandatory arbitration administered by in Washington, D.C. in accordance with the then-existing American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “RulesAAA”) Employment Arbitration Rules. The arbitration award shall be final and the following provisions: (A) binding on both parties. Any arbitration conducted under this Section 11 shall be heard by a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration selected in accordance with the Rulesthen-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, they the Arbitrator shall select a truly neutral arbitrator in accordance with have the rules for power to (i) gather such materials, information, testimony and evidence as the selection of neutral arbitratorsArbitrator deems relevant to the dispute before him or her (and each party will provide such materials, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troyinformation, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered testimony and evidence requested by the Arbitrator in any federal or state court having jurisdiction over the parties; Arbitrator), and (Eii) all fees grant injunctive relief and expenses enforce specific performance. The decision of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall reasoned, rendered in writing, be conclusive final and binding upon the parties; (G) disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. Each party shall be entitled responsible for its own legal fees and costs associated with such arbitration and associated judgment. (b) Notwithstanding Section 11(a), either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to reasonable levels enforce any of discovery in accordance with the Federal Rules provisions of Civil Procedure or as permitted by the Arbitrator, Sections 8 through 10; provided, however, that the time permitted remainder of any such dispute (beyond the application for discovery shall not exceed eight (8) weeks and each party emergency or temporary injunctive relief) shall be limited subject to two arbitration under this Section 11. (2c) depositions; By entering into this Agreement and entering into the arbitration provisions of this Section 11, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (Hd) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained Nothing in this Section 11 shall be construed prohibit a party to preclude this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the Company from obtaining injunctive other party to this Agreement in a litigation initiated by a person or other equitable relief entity that is not a party to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.

Arbitration. The All Disputes not resolved by good faith ----------- negotiations among the parties agree that any and all disputes, controversies or claims of any nature whatsoever relating pursuant to Section 8.5(a) within the prescribed time period shall be submitted to, or arising out ofand determined by, this Agreement or Executive’s employment, whether arbitration. Such arbitration shall proceed in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of accordance with the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory then-current rules for arbitration administered established by the American Arbitration Association under its National Rules for ("AAA"), unless the Resolution of Employment Disputes (the “Rules”) parties hereto mutually agree otherwise, and pursuant to the following provisions: procedures: (Ai) a single The parties shall attempt in good faith to select from the AAA panel one (1) arbitrator (the “Arbitrator”), mutually agreeable acceptable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) both parties sitting in the event that state of New York. If the Company and Executive are unable parties fail to agree on upon an Arbitrator arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rulescalendar days, they shall select a truly neutral an arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be selected by AAA in pursuant to the “Arbitrator” procedures set forth in AAA Rules. The parties agree that for disputes involving $1 million or more exclusive of claimed interest, arbitration fees and costs, the purposes procedures for "large complex commercial disputes" of the AAA shall apply. In the event of a conflict, the provisions of this Section 14; Agreement will control. (Cii) the place of arbitration Reasonable discovery shall be Troyallowed in arbitration. (iii) All proceedings before the arbitrator shall be held in New York, Michigan unless mutually agreed otherwise; New York. The governing law shall be that of California. (Div) The award rendered by the arbitrator shall be final and binding, and judgment may be entered on in accordance with applicable law and in any court having jurisdiction thereof. (v) The award rendered by the Arbitrator arbitrator shall include (A) a provision that the prevailing party in any federal or state court having jurisdiction over such arbitration recover its costs relating to the parties; arbitration and reasonable attorneys' fees from the other party, (EB) all the amount of such costs and fees, and (C) an order that the losing party pay the fees and expenses of the Arbitrator 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 shared equally between treated as confidential. Neither the Company and Executive; (F) parties nor the decision arbitrator may disclose to any third party the existence, content or results of the Arbitrator shall govern and shall be conclusive and binding upon arbitration, except as necessary to enforce the parties; (G) the parties shall be entitled to reasonable levels of discovery award in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance court or to otherwise prevent Executive’s breach of Section 10 of this Agreementcomply with legal or regulatory requirements.

Arbitration. The parties agree that Resolution of any and all disputes, controversies disputes arising from or claims of any nature whatsoever relating to, or arising out of, in connection with this Agreement or Executive’s employmentAgreement, whether in based on contract, tort, statute or otherwise otherwise, including but not limited to, disputes over arbitrability and disputes in connection with claims by third parties (includingcollectively, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies"DISPUTES"), shall be exclusively governed by and settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes provisions of this Section 14SECTION 8; PROVIDED, HOWEVER, that nothing contained herein shall preclude any party from seeking or obtaining (Ca) injunctive relief or (b) equitable or other judicial relief, in each case to preserve the place status quo, pending resolution of Disputes hereunder. Any party may commence proceedings hereunder by delivering a written notice to any other party providing reasonable description of the Dispute to the other, and expressly requesting arbitration hereunder. The parties hereby agree to submit all Disputes to arbitration under the terms hereof, which arbitration shall be Troyfinal, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties, their successors and assigns. The arbitration shall be conducted in Houston, Texas, by a single arbitrator (the "ARBITRATOR") selected by agreement of the parties not later than ten (10) days after delivery of the Demand or, failing such agreement, appointed pursuant to the commercial arbitration rules of the American Arbitration Association, as amended from time to time (the "AAA RULES"). If the arbitrator so selected becomes unable to serve, his or her successor shall be similarly selected or appointed. The arbitration shall be conducted pursuant to the Federal Arbitration Act and such procedures as the parties involved in any Dispute may agree, or, in the absence of or failing such agreement, pursuant to the AAA Rules. Notwithstanding the foregoing: (i) each party shall have the right to audit the books and records of each other party that are reasonably related to the Dispute; (Gii) each party shall provide to each other Party involved in the parties applicable Dispute, reasonably in advance of any hearing, copies of all documents which such party intends to present in such hearing; and (iii) each party shall be entitled allowed to conduct reasonable levels discovery through written requests for information, document requests, requests for stipulation of fact and depositions, the nature and extent of which discovery in accordance with the Federal Rules of Civil Procedure or as permitted shall be determined by the Arbitrator, provided, however, that taking into account the time permitted for needs of the parties and the desirability of making discovery shall not exceed eight (8) weeks expeditious and each party cost effective. All hearings shall be limited to two (2) depositions; conducted on an expedited schedule, and (H) this provision all proceedings shall be enforceable by specific performance and/or injunctive reliefconfidential. Any party may, at its expense, make a stenographic record thereof. The Arbitrator shall complete all hearings not later than ninety days after its selection or appointment, and shall constitute make a final award not later than thirty days thereafter. The award shall be in writing and shall specify the factual and legal basis for dismissal of any legal action brought in violation of the duty to arbitrateaward. The parties hereby acknowledge that it is their intent to expedite Arbitrator shall apportion all costs and expenses of arbitration, including the resolution Arbitrator's fees and expenses and fees and expenses of any disputeexperts, controversy or claim hereunder between the prevailing and that non-prevailing Party as the Arbitrator shall schedule the timing of discovery deems fair and of the hearing consistent with that intentreasonable. Notwithstanding anything to the contrary hereinforegoing, nothing contained in this Section no event may the Arbitrator award multiple, punitive or exemplary damages. Any arbitration award shall be construed to preclude binding and enforceable against each Party involved in the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach particular Dispute and judgment may be entered thereon in any court of Section 10 of this Agreementcompetent jurisdiction.

Arbitration. The parties agree that any (a) Subject to Sections 9.5(b) and 9.6, all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, disputes under this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), Article IX shall be settled by mandatory arbitration administered by in Atlanta, Georgia before a single arbitrator pursuant to the rules of the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “"Rules”) "). Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to arbitration under this Section 9.5. The arbitrator shall be selected by the agreement of the Seller and the following provisions: (A) a single arbitrator (Purchaser, but if they do not so agree within 20 days after the “Arbitrator”)date of the notice referred to above, mutually agreeable to Company and Executive, the selection shall preside over the arbitration and shall make all decisions with respect be made pursuant to the resolution Rules from the panel of arbitrators maintained by the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any Association. Any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and arbitrator shall be conclusive and binding upon the partiesparties hereto; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party any such award shall be limited to two (2) depositions; and (H) this accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision shall be specifically enforceable by specific performance and/or injunctive reliefthe parties and the decision of the arbitrator in accordance herewith shall be final and binding, and there shall constitute a basis for dismissal be no right of any legal action brought in violation appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the duty to arbitrate. The parties hereby acknowledge arbitrator shall be equally shared; provided, however, that it is their intent to expedite if in the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and opinion of the hearing consistent with that intent. Notwithstanding anything arbitrator any party to the contrary hereinarbitration has raised a frivolous claim, nothing contained defense, or objection, then the arbitrator may assess, as a part of his award, all or any part of the arbitration expenses of the other party (including reasonable attorneys' fees) against the party raising such frivolous claim, defense, or objection. (b) Subject to Section 10.11, to the extent that arbitration may not be legally permitted hereunder or the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration, any party may commence a civil action in a court of appropriate jurisdiction to resolve disputes hereunder. None of the provisions of this Section 9.5 shall be construed to preclude prevent the Company parties from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementsettling any dispute by mutual agreement at any time.

Arbitration. The parties agree that any Section 12 of this Agreement is hereby amended (i) to replace all references to “the New York Stock Exchange, Inc.” and all disputesthe “NYSE” with references to the “Financial Industry Regulatory Authority” and “FINRA”, controversies or claims as applicable, and (ii) to add the following sentences at the end of such section: Prior to a Change in Control (as defined in Schedule I attached hereto), each party shall bear its own costs and expenses of any nature whatsoever relating tosuch arbitration. Following a Change in Control, or arising out ofLazard shall pay to the Executive, this Agreement or Executive’s employmentas incurred, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, all legal fees and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered expenses reasonably incurred by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions Executive or with respect to the resolution Executive during his lifetime or within ten years after his death in connection with any contest by Lazard, the Executive or others of the disputevalidity or enforceability of, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rulesliability under, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes any provision of this Section 14; Agreement or any guarantee of performance thereof (C) the place including any action to compel arbitration or enforce any arbitration award or as a result of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered contest by the Arbitrator Executive about the amount of any payment pursuant to this Agreement, and whether or not any such contest is under Section 12 or 13 of this Agreement or otherwise), plus Interest (as defined in any federal or state court having jurisdiction over Schedule I attached hereto) determined as of the parties; (E) all date such legal fees and expenses were incurred; provided that, the Executive shall promptly repay to Lazard all such amounts if the Executive fails to prevail on at least one material issue in dispute in any such contest. Section 16(b). Paragraphs 2, 3, 4, 5 and 6 of this Schedule I and Sections 3(b) (relating to the Relocation Reimbursement), 16(i) and (j) of this Agreement are hereby added to the list of sections in Section 16(b) of this Agreement. Section 16(f). Section 16(f) of this Agreement is hereby amended to add the following words at the end thereof: “except to the extent such withholding or offset is not permitted under Section 409A of the Arbitrator shall be shared equally between Code without the Company imposition of additional taxes or penalties on the Executive.” Section 16(i) and Executive; (Fj). Section 16 of this Agreement is hereby amended to add the following new subsections: (i) Notwithstanding any provision of this Agreement to the decision contrary, to the minimum extent necessary to ensure the provision of non-taxable benefits under Section 105(h) of the Arbitrator shall govern and shall be conclusive and binding upon Code or any similar law, the parties; (G) the parties Firm shall be entitled to reasonable levels alter the manner in which medical benefits are provided to the Executive following termination of discovery his employment; provided that in accordance with no event shall the Federal Rules after-tax cost to the Executive of Civil Procedure or such benefits be greater than the cost applicable to similarly situated executives of the Firm who have not terminated employment or, following a Change in Control (as permitted by defined in Schedule I attached hereto), the Arbitratorcost applicable to the Executive immediately prior to the Change in Control, provided, however, if more favorable to the Executive. (j) The Executive acknowledges and agrees that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited Executive is subject to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive reliefthe Firm’s Compensation Recovery Policy Applicable to Named Executive Officers, and shall constitute a basis for dismissal of any legal action brought as in violation effect as of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution date hereof (a copy of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything which has been provided to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement).

Arbitration. The parties agree that any and all disputesAny dispute, controversies controversy or claims of any nature whatsoever relating to, or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Agreement or Executive’s employmentLease, whether arising in contract, contract or tort, between the Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the course of such negotiations that are not otherwise independently discoverable shall not be offered or otherwise received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (includingi) If, without limitationfor any reason, claims of wrongful termination of employment, claims under Title VII a Dispute is not resolved in writing by the Appointed Representatives within thirty (30) days of the Civil Rights Act, date of delivery of the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment ActDispute Notice, or comparable state or federal lawsif a Party fails to appoint an Appointed Representative within the periods specified herein, and any other laws dealing with employees’ rights and remedies), such Dispute shall be settled by mandatory submitted to final and binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA Rules”), except as modified herein. (ii) The seat of the arbitration shall be Denver, Colorado. (iii) The arbitration shall be conducted by three arbitrators. The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of a Dispute or the jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the following provisionsdate from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the arbitration, the arbitral tribunal shall have power to make appropriate directions as to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) a single arbitrator (the “Arbitrator”)precluded by any part of this Lease, mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; and/or (B) in beyond the event that the Company scope of this Section 26; (4) to receive and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, they shall select a truly neutral arbitrator and/or the making of any other determination or resolution that is primarily at issue in accordance with the rules for Dispute, the selection of neutral arbitrators, who arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Lease, provided that a claim under the “Arbitrator” for indemnification provisions of Section 15 shall at all times be governed by the purposes procedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its attorneys’ fees and costs reasonably incurred in the arbitration, including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this Section 14; (C) the place of arbitration agreement to arbitrate shall be Troyvalid, Michigan unless mutually agreed otherwise; (D) judgment enforceable and irrevocable, and any determination, resolution and/or award made or rendered by the arbitration tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered on any award rendered by the Arbitrator in any federal or state court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the parties; (E) all fees Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and expenses the enforcement of any award. Without prejudice to such provisional remedies as may be available under the Arbitrator jurisdiction of a court, the arbitral tribunal shall be shared equally between have full authority to grant provisional remedies and to direct the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled Parties to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure request that any court modify or as permitted vacate any temporary or preliminary relief issued by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive reliefsuch court, and shall constitute a basis to award damages for dismissal the failure of any legal Party to respect the arbitral tribunal’s orders to that effect. In any such action brought in violation court for such provisional remedies or enforcement of any award, each of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder Parties irrevocably and that the Arbitrator shall schedule the timing of discovery unconditionally (A) consents and of the hearing consistent with that intent. Notwithstanding anything submits to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.non-exclusive jurisdiction and

Arbitration. The parties MRI and MVL each agree that that, except as otherwise required by any applicable collective bargaining agreement, any and all disputes, disputes or controversies or claims of any nature whatsoever between them arising at any time (whether or not relating to, to the Picture or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII to any of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination matters referred to in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remediesSection 9 above), shall be settled determined by mandatory binding arbitration administered by in accordance with the American Commercial Arbitration Association under its National Rules for of JAMS before a single neutral arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or retired judge with experience in disputes concerning the Resolution of Employment Disputes motion picture industry (e.g., the “Rules”arbitrators designated in the DGA, SAG or WGA collective bargaining agreements or persons having comparable qualifications) and the following provisions: (A) a single arbitrator (the “Arbitrator”), shall be mutually agreeable to Company agreed upon by MRI and Executive, shall preside over the arbitration MVL. If MRI and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive MVL are unable to agree on an Arbitrator, the Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered appointed by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all JAMS. The fees and expenses of the Arbitrator shall be shared borne equally between by MRI and MVL; provided, however, that the Company Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with the discovery rules applicable in the Supreme Courts of the State of New York; provided, however, that (a) the Arbitrator must authorize such all discovery in advance based on findings that the material sought is relevant to the issues in dispute and Executive; that the nature and scope of such discovery is reasonable under the circumstances, and (Fb) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Supreme Court, New York County, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were the Appellate Division of the New York State Supreme Court reviewing a judgment of the trial division of a New York State Supreme Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Supreme Court of New York County, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall govern pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in New York County, New York without thereby waiving its right to arbitration of the dispute or controversy under this Section 19. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award and shall be conclusive and binding upon conducted in New York County in the State of New York. The provisions of this Section 19 shall supersede any inconsistent provisions of any prior agreement between the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.

Arbitration. The parties agree that (A) Any and all disputes, controversies or claims arising out of or in connection with this Agreement, any provision hereof, or any alleged breach hereof, and any and all disputes, controversies or claims relating to the validity of any nature whatsoever relating to, or arising out of, this Agreement (all of which are referred to herein as "Disputes"), even though some or Executive’s employmentall of such Disputes are alleged to be extra-contractual in nature, whether such Disputes sound in contract, torttort or otherwise, at law or otherwise in equity, whether for damages, specific performance or other relief, shall be finally and exclusively determined by final and binding arbitration in accordance with this Section 20. (includingB) Notwithstanding anything in this Section 20, without limitationprior to the appointment of any arbitrators, claims any party may apply to any competent court in the Province of wrongful termination Ontario, Canada for interim relief. A request for interim relief by a party to a court shall not be considered to be incompatible with Section 20(A) or as a waiver of employmentthat provision. (C) The arbitral tribunal (the "Tribunal") shall be composed of three arbitrators, claims under Title VII which shall be appointed as follows: each party shall have the right to appoint one arbitrator; the two arbitrators so appointed shall then appoint a third arbitrator who shall serve as the Chairman of the Civil Rights ActTribunal. A person or persons, entitled to appoint an arbitrator, shall appoint such arbitrator within ten (10) days of receiving notice from a party of the commencement of an arbitration, failing which such arbitrator shall, at the written request of either party, be appointed by the International Chamber of Commerce. At the initiation of a proceeding and upon the convening of the Tribunal, the Fair Labor Standards Act, arbitrators shall take an oath of neutrality and shall decide the Americans with Disabilities Act, matters presented to them based upon the Age Discrimination evidence submitted in Employment Act, the proceeding and without regard to the origin or comparable state circumstances of their appointment or federal lawsselection for service on the Tribunal. (D) The construction and interpretation of this Section 20, and all rules of conduct of any other laws dealing with employees’ rights arbitration conducted pursuant to this Section 20 (including procedural and remediesevidentiary matters), shall be settled by mandatory arbitration administered determined by the American Arbitration Association under its National Rules Tribunal. Unless otherwise unanimously agreed by the arbitrators, the venue of the arbitration shall be New York, New York. (E) At the request of any party, the Tribunal may take such interim measures as the Tribunal considers necessary in respect of the Dispute, including measures for the Resolution preservation of Employment assets or the conservation of goods. The Tribunal may require security for the cost of such measures. (F) The Tribunal shall conduct a hearing as soon as reasonably practicable after a matter has been submitted for arbitration by a party and the members of the Tribunal have been selected. As the Tribunal may direct and without the necessity of subpoenas or other court orders, the parties shall make their agents, employees and witnesses available upon reasonable notice at reasonable times for deposition or for testimony at the hearing and shall respond to requests for documents. An award completely disposing of all Disputes (a "Final Award") shall be rendered by the “Rules”Tribunal as soon as reasonably practicable after the hearing. The Tribunal shall not be required to submit a detailed statement of its reasons, but shall set forth concisely in the Final Award the amounts, actions, contractual responsibilities or other remedial conclusions that the Tribunal determines to be appropriate. (G) Each party acknowledges and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) agrees that in the event either party breaches any of its obligations under this Agreement, the other party would be irreparably harmed and could not be made whole by monetary damages alone. Both parties accordingly agree that the Company and Executive are unable Tribunal shall have the authority to agree on an Arbitrator within fifteen (15) days after either grant any party has filed for arbitration all appropriate non-monetary relief, including ordering a breaching party to comply fully with its obligations under the Agreement, ordering specific performance or granting temporary or permanent injunctive relief; provided, however, that nothing in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who this Section 20 shall be construed to limit the “Arbitrator” Tribunal in awarding monetary damages, whether as a sole remedy or together with remedies for specific performance and/or injunctive relief. (H) Any award made by the purposes of this Section 14; (C) the place of arbitration Tribunal shall be Troyfinal and binding upon each party, Michigan unless mutually agreed otherwise; (D) judgment each of which expressly waives all right to appeal or recourse to any court. The Final Award may be confirmed, and a judgment entered on any award rendered by the Arbitrator or enforced, in any federal or state competent court having jurisdiction over in the parties; Province of Ontario, Canada. (EI) all The fees and expenses of the Arbitrator arbitrators shall be shared borne equally between by the Company parties, but the Final Award may include such allocations and Executive; (F) the decision awards of the Arbitrator shall govern arbitrators' fees and shall be conclusive expenses as the Tribunal determines is appropriate. IN WITNESS whereof this Agreement has been executed on the date first written above. By: Name: Title: THOMSON-REUTERS PLC By: Name: Title: By: Name: Title: This Deed of Guarantee ("Guarantee") is made on • , 2007 between Thomson-Reuters PLC ("Thomson-Reuters") and binding upon The Thomson Corporation ("Thomson") for the parties; benefit of each Creditor (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementdefined below).

Arbitration. The parties agree that any (a) Any and all claims, counterclaims, demands, causes of action, disputes, controversies or claims of any nature whatsoever relating tocontroversies, or and other matters in question arising out of, under this Agreement or Executive’s employmentthe alleged breach of any provision hereof (all of which are referred to herein as "Disputed Claims"), whether such Disputed Claims arise at law or in contractequity, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal lawslaw, and for damages or any other laws dealing with employees’ rights and remedies)relief, shall be settled resolved by mandatory binding arbitration administered in the manner set forth herein. (b) The validity, construction, and interpretation of this agreement to arbitrate and all procedural aspects of the arbitration conducted pursuant to this agreement to arbitrate and the rules governing the conduct of arbitration (including the time for filing an answer, the time for the filing of counter Disputed Claims, the times for amending the pleadings, the specificity of the pleadings, the extent and scope of discovery, the issuance of subpoenas, the time for the designation of experts, whether the arbitration is to be stayed pending resolution of related litigation involving third parties not bound by this Agreement, the receipt of evidence, and the like) shall be decided by the American Arbitration Association under its National Rules arbitrators. In deciding the substance of the parties' Disputed Claims, the arbitrators shall refer to the substantive laws of the State of Texas for guidance (excluding Texas choice-of-law principles that might call for the Resolution application of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”some other state's law), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that IT IS EXPRESSLY AGREED THAT NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE ARBITRATORS SHALL HAVE ABSOLUTELY NO AUTHORITY TO AWARD CONSEQUENTIAL DAMAGES (SUCH AS LOSS OF PROFIT), INCIDENTAL, TREBLE, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY TYPE UNDER ANY CIRCUMSTANCES REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, THE LAW OF ANY OTHER STATE, OR FEDERAL LAW, OR UNDER THE UNITED STATES ARBITRATION ACT OR UNDER ANY OTHER RULES OF ARBITRATION. The arbitrators shall have the time permitted for discovery shall not exceed eight authority to assess the costs and expenses of the arbitration proceeding (8) weeks including the arbitrators' fees and expenses) against either or both parties. However, each party shall bear its own attorneys fees and the arbitrators shall have no authority to award attorneys fees. (c) The arbitration proceedings shall be limited conducted in Houston, Texas, by three arbitrators in accordance with the American Arbitration Association Commercial Arbitration Rules. Within 30 days of the notice of initiation of the arbitration procedure, the parties shall select three arbitrators. Each party shall select one person to act as arbitrator and the two arbitrators so selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the identity of the third, within the time set forth herein, the third arbitrator shall be selected by the American Arbitration Association. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, as such Act is modified by this Agreement and judgment upon the award rendered by the arbitrators may be entered by an court having jurisdiction thereof. (d) All fees of the arbitrators and other administrative charges related to the arbitration shall be borne equally by the parties. (e) The parties hereby agree that the arbitration proceeding and the arbitrators' award are to remain confidential and none of the parties or their counsel will divulge or discuss, directly or indirectly, in the newspaper, electronic media, or other public or private forum, or with any third parties, the arbitration proceedings and/or the arbitrators' award except: (i) to the extent required by a court of law or any federal, state, or local government, agency or regulatory body or to the extent required to comply with applicable securities laws or stock exchange requirements; (2) depositionsto the extent further agreed by the parties hereto; and or (H3) this provision to the extent necessary under subsection (f) below. (f) The award of the arbitrators shall be enforceable by specific performance and/or injunctive relieffinal and binding on the parties, and shall constitute judgment thereon may be entered in a basis for dismissal court of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementcompetent jurisdiction.

Arbitration. The parties agree that any and all disputesAny claim, controversies or claims of any nature whatsoever relating todispute, or controversy ("Claim") arising out of, of or relating in any way to: i) this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII Agreement; ii) the Varo Bank Account; iii) your acquisition of the Civil Rights ActVaro Bank Account; iv) your use of the Varo Bank Account; v) the amount of available funds in the Varo Bank Account; vi) advertisements, promotions or oral or written statements related to the Fair Labor Standards ActVaro Bank Account, as well as goods or services purchased with the Americans with Disabilities ActVaro Bank Account; vii) the benefits and services related to the Varo Bank Account; or viii) transactions made using the Varo Bank Account, the Age Discrimination in Employment Actno matter how described, pleaded or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies)styled, shall be settled FINALLY and EXCLUSIVELY resolved by mandatory binding individual arbitration administered conducted by the American Arbitration Association ("AAA") under its National Rules Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). We will pay the initial filing fee to commence arbitration and any arbitration hearing that you attend shall take place in the federal judicial district of your residence. ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at ▇▇▇.▇▇▇.▇▇▇. All determinations as to the Resolution scope, interpretation, enforceability and validity of Employment Disputes (this Agreement shall be made final exclusively by the “Rules”) arbitrator, which award shall be binding and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over final. Judgment on the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment award may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over jurisdiction. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. This arbitration provision shall survive: i) the parties; (E) all fees and expenses termination of the Arbitrator shall be shared equally between the Company and ExecutiveAgreement; (Fii) the decision bankruptcy of any party; iii) any transfer, sale or assignment of the Arbitrator shall govern and shall be conclusive and binding upon Varo Bank Account, or any amounts owed on the partiesVaro Bank Account, to any other person or entity; (Gor iv) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation closing of the duty to arbitrateVaro Bank Account. The parties hereby acknowledge that it is their intent to expedite the resolution of If any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 portion of this Agreementarbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force. IF YOU DO NOT AGREE TO THESE ARBITRATION TERMS, DO NOT ACTIVATE OR USE THE CARD OR VARO BANK ACCOUNT. CALL ▇-▇▇▇-▇▇▇-▇▇▇▇ TO CLOSE THE VARO BANK ACCOUNT AND REQUEST A REFUND, IF APPLICABLE.

Arbitration. The Any dispute between the parties agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, of or relating to this Agreement or Executive’s employmentthat is not subject to the exception in Section 20, whether shall be settled exclusively by final and binding arbitration in contract, tort, accordance with the following: (i) Except as specified below or otherwise (agreed in writing, the arbitration shall be conducted in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association or any successor association including, without limitation, claims the Optional Rules for Emergency Measures of wrongful termination Protection (such organization, the “AAA” and such rules, the “AAA Rules”); (ii) The arbitration shall be conducted in English by a panel of employmentthree arbitrators. Unless otherwise agreed in writing to have the dispute resolved by a single arbitrator, claims under Title VII Enterprise and Radiant shall each select one arbitrator (who is knowledgeable and familiar and has at least ten years of experience with the information technology industry and contract law), who shall then jointly select a third. All arbitrators shall be neutral, impartial and independent; (iii) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of the Civil Rights Actprocedures outlined herein, including any contention that all or part of such procedures are invalid or unenforceable, shall be governed by the Fair Labor Standards ActFederal Arbitration Act and resolved by the arbitrator(s); (iv) Any demand for arbitration or any counterclaim shall specify in reasonable detail the facts and legal grounds forming the basis for the claimant’s request for relief, and shall include a statement of the Americans with Disabilities Acttotal amount of damages claimed, the Age Discrimination in Employment Act, or comparable state or federal lawsif any, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered remedy sought by the American Arbitration Association under its National Rules for the Resolution claimant; (v) Upon request of Employment Disputes (the “Rules”) either party, and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15arbitrator(s) days after either party has filed for arbitration in accordance with the Rulesdiscretion, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels limited pre-hearing discovery including depositions of testifying witnesses, exchanges of documents and lists of testifying witnesses, and written interrogatories. The arbitrator(s) shall conduct a hearing within 30 days (or such longer time period as the parties may mutually agree) after the end of discovery in accordance and shall issue an award, supported by written opinion, within 30 days after the end of the hearing (or such longer time period as the parties may mutually agree); (vi) Any award made shall be accompanied by findings of fact and a statement of reasons for the decision; (vii) All parties will use their best efforts to conclude the arbitration within thirty (30) days from the commencement of arbitration. In the event that any party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party by default or otherwise, notwithstanding that failure to appear; (viii) Each party shall bear the cost of securing its selected arbitrator (or shall share the cost of a single arbitrator equally), with the Federal Rules costs of Civil Procedure the third arbitrator and the proceeding itself shared equally between the parties; (ix) All aspects of the arbitration shall be treated as confidential. Neither the parties or the arbitrator(s) may disclose the existence, content or results of the arbitration, except as permitted by the Arbitratornecessary to comply with legal or regulatory requirements. Before making any such disclosure, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests; (x) The result of the arbitration will be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive reliefbinding on the parties, and shall constitute a basis for dismissal judgment on the arbitrator(s)’ award may be entered in any court of any legal action brought in violation of the duty competent jurisdiction; (xi) Each party is required to arbitrate. The parties hereby acknowledge that it is their intent continue to expedite the perform its obligations under this Agreement pending final resolution of any dispute, controversy dispute arising out of or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything connected to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreement.

Arbitration. The parties agree that any and all disputesAny disputes between the Parties and/or their respective representatives involving or arising under claim, controversies or claims counterclaim, demand, cause of any nature whatsoever action, dispute, and/or controversy relating toto the terms of this Agreement, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise the breach thereof (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remediescollectively ‘Claims’), shall be settled by mandatory submitted to binding arbitration, whether such Claims sound in contract, tort or otherwise. The arbitration administered by shall be conducted in accordance with the Federal Arbitration Act and the then prevailing Commercial Arbitration Rules of the American Arbitration Association under its National Rules for the Resolution Association. The validity, construction, and interpretation of Employment Disputes (the “Rules”) this Agreement to arbitrate and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over all procedural aspects of the arbitration and conducted pursuant hereto shall make all decisions with respect to be decided by the resolution arbitrator(s). Submission shall be made upon the request of either Party. Within twenty (20) Business Days of the disputereceipt by the respondent of service of the Notice of arbitration, controversy or claim between the parties; Parties shall select one (B1) in arbitrator by mutual consent. If the event that the Company and Executive Parties are unable to agree on an Arbitrator upon a single arbitrator, there shall be three (3) arbitrators. Specifically, in the event the Parties cannot agree upon a single arbitrator, both the claimant and the respondent shall appoint one (1) arbitrator within fifteen ten (1510) days Business Days after written Notice by either party has filed for arbitration in accordance with Party that three (3) arbitrators shall be necessary. The two (2) arbitrators so appointed shall then select the Rules, they shall select a truly neutral third arbitrator in accordance with the rules for the selection of neutral arbitratorswithin twenty (20) calendar days, who shall be the “Arbitrator” for chairperson, of the purposes of this Section 14; (C) the place of arbitration tribunal. The chairperson shall be Troya person who has over eight (8) years of experience in energy-related transactions, Michigan and none of the arbitrators shall have been previously employed by either Party or have any direct interest in either Party or the subject matter of the arbitration, unless such conflict is expressly acknowledged and waived in writing by both Parties. The chairperson shall be bound to schedule and hear the dispute within six (6) Months after his/her appointment and shall render the panel’s decision within thirty (30) calendar days after the hearing concludes. It is agreed that the arbitration proceeding shall be conducted in a neutral location mutually agreed otherwise; (Dto by the Parties. It is further agreed that the arbitrator(s) judgment shall have no authority to award consequential, treble, exemplary, or punitive damages of any type or kind regardless of whether such damages may be entered on available under any award rendered by law or right, with the Arbitrator in Parties hereby affirmatively waiving their rights, if any, to recover or claim such damages. The compensation and any federal or state court having jurisdiction over the parties; (E) all fees costs and expenses of the Arbitrator arbitrators shall be shared borne equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the ArbitratorParties. Any arbitration proceedings, provideddecision or award rendered hereunder and the validity, however, that the time permitted for discovery shall not exceed eight (8) weeks effect and each party shall be limited to two (2) depositions; and (H) interpretation of this arbitration provision shall be enforceable governed by specific performance and/or injunctive relief, the Federal Arbitration Act. The award shall be final and shall constitute binding on the Parties and judgment upon any award may be entered in any court of competent jurisdiction. The Parties agree that all information exchanged as a basis for dismissal result of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section proceeding as described herein shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementdeemed Confidential Information.

Arbitration. The parties agree that any and all disputesAny dispute, controversies controversy or claims of any nature whatsoever relating to, or claim (“Dispute”) arising out of, relating to or in connection with this Agreement Agreement, including any question regarding its existence, validity or Executive’s employment, whether in contract, torttermination, or otherwise regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (including, without limitation, claims of wrongful termination of employment, claims under Title VII 90) days of the Civil Rights Act, date on which the Fair Labor Standards Act, the Americans Dispute is deemed to arise in accordance with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal lawsthis Section 12.13 shall be referred by any such party to, and any other laws dealing with employees’ rights and remedies), shall be finally settled by mandatory by, arbitration administered by under and in accordance with the American Rules of Arbitration Association under its National Rules for of the Resolution International Chamber of Employment Disputes Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect gives notice to the resolution of the disputeother to that effect, controversy or claim between the parties; (B) in the event that the Company and Executive are unable pursuant to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the 12.1 hereof. The place of arbitration shall be TroyLondon, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern United Kingdom, and shall be conclusive and binding upon conducted in the parties; English language. The decision or award of three (G3) the parties shall be entitled to reasonable levels of discovery arbitrators, appointed in accordance with the Federal Rules of Civil Procedure or as permitted by and in accordance with the Arbitratorrequirements following in this Section 12.13, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two in writing and is final and binding on the relevant parties. Each of the three (23) depositions; and (H) this provision arbitrators shall be enforceable by specific performance and/or injunctive reliefan attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and shall constitute a basis any other costs associated with the arbitration, proceedings for dismissal the recognition and enforcement of any legal action brought arbitral award and the costs and attorney’s fees involved in violation of the duty to arbitraterecognition and enforcement proceedings. The parties hereby acknowledge further agree that it is their intent (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.13 to expedite the resolution contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any disputecourt identified in Section 12.14 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.13. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, controversy or claim hereunder consequential and that special damages be awarded. In the Arbitrator event of any conflict between the Rules and any provision of this Agreement, this Agreement shall schedule the timing of discovery and of the hearing consistent with that intentgovern. Notwithstanding anything to the contrary herein, nothing contained in this Section 12.13 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.14 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.13 shall be construed to preclude the Company from obtaining injunctive maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.13, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other equitable relief applicable law, such invalidity shall not invalidate all of this Section 12.13. In that case, this Section 12.13 shall be construed so as to secure specific performance limit any term or provision so as to otherwise prevent Executive’s breach make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 10 12.13 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. (i) The parties agree that shall promptly submit any and all disputesdispute, controversies or claims of any nature whatsoever relating toclaim, or controversy arising out of, of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or Executive’s employmentenforcement of this Agreement) or any alleged breach thereof (including any action in tort, whether in contract, tortequity, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remediesotherwise), shall be settled by mandatory to binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, mutually agreeable claim, or controversy arising out of or relating to Company and Executive, shall preside over the arbitration and shall make all decisions this Agreement (including with respect to the resolution 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). (ii) If the parties cannot agree upon the Arbitrator, the Arbitrator shall be selected by the New York, New York chapter head of the disputeAmerican Arbitration Association upon the written request of any party. The Arbitrator shall be selected within thirty (30) days of the written request of any party. (iii) The laws of the State of Delaware shall apply to any arbitration hereunder. In any arbitration hereunder, controversy or claim between this Agreement shall be governed by the parties; (B) laws of the State of Delaware applicable to a contract negotiated, signed and to be performed wholly in the event that State of Delaware, which laws the Company Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and Executive are unable to agree on an Arbitrator conclusions of law, within fifteen sixty (1560) days after either party has filed for he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (iv) The arbitration shall be held in New York, New York in accordance with and under the Rules, they shall select a truly neutral arbitrator in accordance with then-current provisions of the rules for of the selection American Arbitration Association, except as otherwise provided herein. (v) 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 neutral arbitratorsCivil Procedure, who and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the “Arbitrator” for period referred to in Section 2(d)(iii). (vi) The Arbitrator may, at his discretion and at the purposes expense of this the party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (vii) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief as provided in Section 14; 2(d)(viii), as applicable (C) the place of arbitration including actual attorneys’ fees and costs), shall be Troyborne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, Michigan unless mutually agreed otherwise; 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. (Dviii) Any judgment may be entered on upon any award rendered by the Arbitrator may be entered in and enforced by any federal or state court having of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction over of the parties; courts (EFederal and state) all fees and expenses in Delaware, to enforce any award of the Arbitrator shall be shared equally between or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Company arbitration. The parties expressly consent to the personal and Executive; (F) the decision subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall govern 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. (ix) 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; provided, however, that Parent’s indemnification obligations under this Section 2(d)(ix) shall be conclusive and binding upon subject to the parties; prior agreement of any applicable indemnitee to be bound by a customary waiver of claims against Parent’s Trust Account. (Gx) Notwithstanding anything herein to the contrary, the parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure seek an injunction or as permitted by the Arbitratorinjunctions, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the requirement to post any bond or other security or to otherwise prevent Executive’s breach prove that money damages would be inadequate. The parties expressly consent to the non-exclusive jurisdiction of Section 10 the courts (Federal and state) in Delaware to render such relief and to enforce specifically the terms and provisions of this Agreement.

Arbitration. The parties agree that any Any and all disputes, controversies or claims of any nature whatsoever relating to, or disputes arising out of, of this Agreement or Executive’s employmentwill be determined by submission to binding arbitration before a three-member arbitral panel, whether which arbitration shall be conducted in contractNew York, tortNew York, or otherwise (pursuant to the Rules of Arbitration of the American Arbitration Association, the jurisdiction to which all parties hereto, as well as their successors, assigns and transferees, hereby consent. The Company shall pay all costs and fees relating to such arbitration, including the reasonable attorneys fees and costs of the Employee, including the deposit of a reasonable retainer to the Employee's legal counsel, which attorney fees shall be paid by the Company when they are incurred, unless an award is made in favor of the Company, in which case the Employee shall immediately reimburse the Company for all costs and fees paid by the Company on the Employee's behalf, including, without limitation, claims of wrongful termination of employment, claims under Title VII the attorneys fees and costs of the Civil Rights ActEmployee, one-half of the Fair Labor Standards Act, cost of commencing the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal lawsarbitration, and any other laws dealing with employees’ rights and remedies), shall be settled by mandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution one-half of the dispute, controversy or claim between the parties; (B) in the event that the Company costs and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitratorthree-member arbitral panel. EMPLOYEE ACKNOWLEDGES THAT, providedBEFORE SIGNING THIS AGREEMENT, howeverHE WAS GIVEN AN OPPORTUNITY TO READ IT, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive reliefEVALUATE IT AND WAS ENCOURAGED BY THE COMPANY TO DISCUSS IT WITH HIS PERSONAL ADVISORS AND ATTORNEY AND WITH REPRESENTATIVES OF THE COMPANY. EMPLOYEE ACKNOWLEDGES THAT HE FULLY UNDERSTANDS ALL TERMS, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrateCONDITIONS AND IMPLICATIONS OF THIS AGREEMENT. The parties hereby acknowledge that it is their intent to expedite the resolution of any disputeIN LIGHT OF THE FOREGOING ACKNOWLEDGEMENT, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary hereinIT IS FURTHER UNDERSTOOD THAT TO THE EXTENT THAT THERE MAY BE ANY AMBIGUITIES IN ANY PROVISION HEREIN THAT MIGHT HAVE TWO OR MORE PLAUSABLE CONSTRUCTIONS, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this AgreementTHE LANGUAGE OF THE AGREEMENT SHALL NOT BE CONSTRUED AGAINST EITHER PARTY HERETO.

Arbitration. (a) If the Board and the Stockholders are unable to come to a mutually agreeable determination of “reasonably equivalent value” or “reasonably equivalent security,” then the value of such shares shall be determined by an appraisal by a nationally recognized investment banking firm appointed by the Board and approved by the Required Holders. In determining such “reasonably equivalent value” or “reasonably equivalent security,” the value of shares of the Company shall not be diminished or enhanced because of the fact that they are not registered for public trading or that they may represent a majority or minority interest, and the Company shall be valued as an ongoing business. The parties agree that any Company shall instruct the investment banking firm to render its decision as promptly as practicable (but in no event later than thirty (30) days of the engagement), and such decision shall be final and binding on the Company and all disputesStockholders for all purposes under this Agreement. The fees and expenses of the investment banking firm shall be paid one-half by the Company and one-half by such Stockholders. (b) Except as set forth in Section 11.15(a), controversies if any dispute, claim or claims of controversy shall arise among the parties hereto as to any nature whatsoever relating to, or issue arising out of, under this Agreement or Executive’s employment, whether any instrument issued in contract, tort, or pursuance hereof that has not otherwise (including, without limitation, claims been resolved in accordance with the other terms of wrongful termination of employment, claims under Title VII of the Civil Rights Actthis Agreement, the Fair Labor Standards Actsame shall be referred to and settled by the following “arbitration” procedure which may be requested upon the application of any interested party: it is agreed the arbitration hearings, the Americans with Disabilities Actif any, the Age Discrimination shall be held in Employment ActNew York, or comparable state or federal lawsNew York, and any other laws dealing with employees’ rights and remedies)such dispute, claim or controversy shall be referred to and settled by mandatory such arbitration administered by before three neutral arbitrators in accordance with the American Commercial Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the disputeAmerican Arbitration Association then in effect (which Rules are incorporated herein by reference as though set forth at length herein) and any decision, controversy order or claim between finding rendered by the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration arbitrators appointed in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who such Rules shall be final and conclusive upon the “Arbitrator” for parties hereto and judgment upon the purposes of this Section 14; (C) the place of arbitration shall be Troyaward, Michigan unless mutually agreed otherwise; (D) judgment finding or decision rendered may be entered on any award rendered by in the Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally forum, state or federal, having jurisdiction. It is expressly agreed between the Company parties hereto that whether or not the Rules shall provide for a discovery procedure, such discovery procedure is hereby granted and Executive; (F) the decision of the Arbitrator shall govern permitted in said arbitration proceedings and shall be conclusive and binding upon the parties; (G) the parties shall be entitled may apply to reasonable levels the arbitrators for the enforcement of any form of discovery in accordance with the Federal Rules of Civil Procedure or as which would be permitted by the Arbitrator, provided, however, that laws of the time permitted for State of Delaware and their award or decision in respect of such discovery shall not exceed eight (8) weeks be final and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementbinding.

Arbitration. The parties agree that (a) Unless provided for to the contrary in this Agreement, a dispute which arises in regard to: (i) the interpretation of; (ii) the carrying into effect of; (iii) any of the Parties’ rights and all disputes, controversies obligations arising from; (iv) the termination or claims purported termination of any nature whatsoever relating toor arising from the termination of; or (v) the rectification or proposed rectification of this Agreement, or arising out of, of or pursuant to this Agreement or Executive’s employmenton any matter which in terms of this Agreement requires agreement by the Parties, whether in contract, tort, (other than where an interdict is sought or otherwise (including, without limitation, claims urgent relief may be obtained from a court of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal lawscompetent jurisdiction), and any other laws dealing which is not resolved in accordance with employees’ rights and remedies)clause 19.1, shall be settled submitted to and decided by mandatory arbitration administered by under the American rules of the London Court of International Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “LCIA Rules”) and the following provisions: such rules are deemed to be incorporated by reference into this clause. (Ab) a single arbitrator (the “Arbitrator”), mutually agreeable to Company The seat and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 14; (C) the place of arbitration shall be Troyin the Republic of South Africa with only the Parties and their representatives present thereat. (c) The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration. (d) Save as expressly provided in this Agreement to the contrary, Michigan unless mutually the arbitration shall be subject to the arbitration legislation for the time being in force in the Republic of South Africa. (e) There shall be one arbitrator who shall, if the question in issue is: (i) primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or (ii) any other matter, a suitably qualified person. (f) The appointment of the arbitrator shall be agreed otherwise; (D) judgment may be entered on any award rendered upon by the Arbitrator Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any federal or state court having jurisdiction over the parties; (E) all fees and expenses of the Arbitrator Parties shall be shared equally between nominated by the Company LCIA Court in accordance with the LCIA Rules. (g) The Parties shall keep the evidence in the arbitration proceedings and Executive; any order made by any arbitrator confidential unless otherwise contemplated herein. (Fh) The arbitrator shall be obliged to give his award in writing fully supported by reasons. (i) The provisions of this clause are severable from the decision rest of the Arbitrator shall govern this Agreement and shall be conclusive and binding upon remain in effect even if this Agreement is terminated for any reason. (j) The arbitrator shall have the parties; (G) power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the parties arbitration, which judgment the arbitrator shall be entitled to reasonable levels of discovery rescind on good cause shown in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation terms of the duty legal principles applicable to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution rescission of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be construed to preclude the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 10 of this Agreementjudgments.

Arbitration. The parties agree that any and all (a) All disputes, controversies or claims of any nature whatsoever arising out of, relating to, or arising out ofin respect of this Agreement, this Agreement including any issue regarding its existence, validity, enforceability, interpretation, breach or Executive’s employment, whether in contract, tort, or otherwise termination (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), each a "Dispute") shall be settled by mandatory arbitration administered by resolved in accordance with the American Arbitration Association under its National Rules for the Resolution terms of Employment Disputes this Agreement. (the “Rules”b) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy Any Dispute that LZGI or claim between the parties; (B) in the event that the Company and Executive FatBrain are unable to agree on an Arbitrator amicably resolve or settle between themselves through negotiations between senior executives of the relevant Party within fifteen (15) days after either Business Days (or such longer period as the applicable parties may agree to in writing) of a party has filed for being provided notice of such Dispute or difference in accordance with Section 11.2 of this Agreement (the "Consultation Period") shall be referred to and finally determined by final and binding arbitration. The arbitration shall be confidential and shall be settled in accordance with the Rulesterms of this Agreement (the "Arbitrator"). (c) The arbitration shall be governed by the Rules of the American Arbitration Association to the extent that such rules do not conflict with the terms of this Section 11.4. (d) The arbitration shall be seated in the City of Philadelphia, they Pennsylvania and the arbitration agreement set forth in this Agreement shall select a truly neutral arbitrator be governed by and construed in accordance with the rules for laws of New York. (e) Within thirty (30) days of the selection expiry of neutral arbitratorsthe Consultation Period, the disputing parties agree to jointly select the Arbitrator who shall be trained in the “Arbitrator” for the purposes laws of this Section 14; (C) the place of arbitration New York. The Arbitrator shall be Troyimpartial and independent of the Parties and shall be experienced and knowledgeable about the subject matter of the Dispute (generally and not as to the express facts concerning the Dispute). If the disputing Parties are unable to agree upon the Arbitrator, Michigan unless mutually agreed otherwise; (D) judgment any such disputing Parties may be entered on any award rendered by the apply to elect an Arbitrator in accordance with the provisions of the Rules of the American Arbitration Association. (f) It is specifically acknowledged and agreed that any federal Dispute that cannot be resolved between the disputing Parties prior the expiry of the Consultation Period shall be submitted to arbitration irrespective of the magnitude thereof or state court having jurisdiction over the partiesamount in question. (g) The Arbitrator shall have jurisdiction: (i) to apply all applicable statutes, regulations, common law and equity; and (Eii) all to make an award or awards in respect of interest and the payment of the costs of the arbitration (including arbitrators' fees and expenses the legal costs of the Parties). The Arbitrator also may, where requested by a Party, determine the nature and extent of production of documents and oral depositions. (h) The award of the Arbitrator shall be shared equally between reduced to writing and be final and binding on the Company disputing Parties. Any monetary award shall be made and Executive; payable, free of any taxes or other deduction, and shall bear interest from the date of any breach or other violation of this Agreement to the date on which the award is paid, at a rate determined by the Arbitrator. (Fi) Judgment upon the decision award(s) rendered by the Arbitrator may be entered and execution had in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and order of enforcement. (j) The Party against whom judgment is rendered shall bear all legal fees of the disputing Parties and all other costs incurred in connection with an arbitration proceeding, including the expenses of the Arbitrator. (k) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a legal court, the Arbitrator shall govern have full authority to grant provisional remedies, statutory remedies and to award damages for the failure of the disputing parties to respect the Arbitrator's orders to that effect. (l) Nothing in this Agreement shall be conclusive restrict or prohibit a Party from commencing arbitration at any time, including prior the expiry of a Consultation Period, in order to protect its rights under this Agreement or in relation to a dispute or disagreement. (m) Except where reasonably prevented by the nature of the Dispute, LZGI, the Shareholders and binding upon FatBrain shall continue to perform their respective duties, obligations and responsibilities under this Agreement and the parties; (G) Transaction Documents while the parties shall be entitled to reasonable levels of discovery Dispute is being resolved in accordance with this Section 10.4, unless and until such obligations are lawfully terminated or expire in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitratorprovisions thereof. (n) All dispute resolution and arbitration proceedings (including all related information, providedcommunications, howeverdocuments, that the time permitted for discovery materials, and evidence) shall not exceed eight (8) weeks be strictly confidential, and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute have a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything fiduciary obligation to the contrary hereinother parties to protect, nothing contained in this Section shall be construed to preclude preserve and maintain the Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach integrity of Section 10 of this Agreementsuch confidentiality.