Common use of Dispute Resolution Clause in Contracts

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute(a) Subject to Section 10.11, controversy any disputes, actions and proceedings against any Party or claim (each, a “Dispute”) arising out of or in any way relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred submitted to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “of HKIAC Rules”) in force at the relevant time when the Arbitration Notice is submittedand as may be amended by this Section 10.10. The seat place of arbitration shall be Hong Kong. There The official language of the arbitration shall be three (3) arbitrators. The complainant English and the respondent to such dispute tribunal shall each select one arbitrator within thirty consist of three arbitrators (30) days after giving or receiving the demand for arbitration (the each, an “Selection PeriodArbitrator”). Such arbitrators The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be freely selected, nominated jointly by the first two Arbitrators and the parties shall not be limited in their selection to any prescribed list. The serve as chairman of the HKIAC tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall select fail to nominate or agree the joint nomination of an Arbitrator or the third arbitrator. If either party to Arbitrator within the arbitration fails to appoint an arbitrator with time limits specified by the Selection PeriodRules, the relevant appointment such Arbitrator shall be made appointed promptly by the chairman of the HKIAC. The arbitral proceedings tribunal shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party have no authority to the arbitration shall cooperate with each award punitive or other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partypunitive-type damages. The award of the arbitral arbitration tribunal shall be final and binding upon the parties thereto, and the prevailing disputing parties. Any party to an award may apply to a any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award. Any party , the Parties irrevocably and unconditionally submit to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from jurisdiction of any court of competent jurisdiction pending the constitution and waive any defenses to such enforcement based on lack of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationpersonal jurisdiction or inconvenient forum.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.1310.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 10.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES THE SUBMISSION OF ANY DISPUTED CLAIM TO ARBITRATION. Any disputeand all claims, controversy disputes or claim controversies of any nature whatsoever (eachwhether in contract, a “Dispute”tort, or otherwise, including statutory, common law, fraud, other intentional tort, property and equitable claims) arising out of of, relating to, or relating to in connection with (1) this Agreement, (2) the relationships which result from this Agreement, including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement or this arbitration provision or (3) the validity, scope or enforceability of this arbitration provision or the interpretation, breach, termination, validity or invalidity thereof, entire Agreement (“Claim”) shall be referred resolved, on an individual basis without resort to any form of class action or class arbitration, by final and binding arbitration upon before a single arbitrator. (Notwithstanding the demand Dispute Resolution provision of either party this contract, You may, at Your option, still take Your Claim to the dispute with notice (the “Arbitration Notice”small claims court, on an individual, non class action basis, instead of requesting an arbitration.) to the other. The Dispute All arbitration shall be settled by arbitration in Hong Kong administered by the Hong Kong International American Arbitration Centre Association (the “HKIACAAA”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration its Wireless Industry Rules (the “HKIAC Rules”) and Procedures in force effect at the time when the Arbitration Notice Claim is submittedfiled. The seat Rules and Procedures, as well as forms and information on arbitration in general may be obtained by calling (000) 000-0000, or by visiting AAA’s Web site at xxx.xxx.xxx. Any arbitration which You attend will take place at a location within the federal judicial district that includes Your billing address at the time the Claim is filed. Upon written request, We will advance to You either all or part of the fees of the AAA and of the arbitrator. The arbitrator will decide whether You or We will ultimately be responsible for these fees. The arbitrator shall apply relevant, substantive law and applicable statutes of limitation and shall provide written reasoned findings of fact and conclusions of law. This arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be Hong Konggoverned by the Federal Arbitration Act, 9 U.S.C. Sections 1, et. There shall be three (3) arbitratorsseq. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving If any portion of this arbitration provision is deemed invalid or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedunenforceable, and the parties it shall not be limited in their selection to any prescribed list. The chairman invalidate the remaining portions of the HKIAC shall select the third arbitratorarbitration provision. If either party to the arbitration fails to appoint an arbitrator with the Selection PeriodYOU AND WE UNDERSTAND AND AGREE THAT BECAUSE OF THIS ARBITRATION CLAUSE NEITHER YOU NOR WE WILL HAVE THE RIGHT TO GO TO COURT, the relevant appointment shall be made by the chairman of the HKIACOR TO HAVE A JURY TRIAL, OR TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13YOU MAY, including the provisions concerning the appointment of the arbitratorsHOWEVER, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedingsAT YOUR OPTION, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationPURSUE YOUR CLAIM ON AN INDIVIDUAL BASIS IN SMALL CLAIMS COURT INSTEAD OF REQUESTING ARBITRATION.

Dispute Resolution. Any disputeExcept to the extent necessary for the Company or any member of the Company Group or their successors or assigns to seek injunctive relief or other equitable relief described in Section 6(h), controversy or claim (each, a “Dispute”) arising out arbitration will be the method of or relating to resolving disputes under this Agreement. Notwithstanding the foregoing, or the interpretationparties agree that before proceeding to arbitration, breachthey will attempt in good faith to promptly resolve such dispute by mediation in New York, terminationNew York. The mediation will commence within forty-five (45) days of request therefore and will be before a single mediator selected by the Company and Executive from a list provided by Judicial Arbitration and Mediation Services, validity or invalidity thereofInc. (“JAMS”). If the parties are unable to mutually select a mediator, then the mediator shall be referred to arbitration upon the demand of either party appointed by JAMS. If any dispute is not resolved to the satisfaction of the parties in mediation or, unless the parties mutually agree otherwise, the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within remains unresolved following thirty (30) days after giving or receiving the demand for commencement of the mediation, the arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an held before a single arbitrator with the Selection Period, the relevant appointment shall be made selected by the chairman Company and Executive from a list provided by JAMS. All arbitrations arising out of the HKIAC. The arbitral proceedings this Agreement shall be conducted in English. To the extent that the HKIAC Rules are New York, New York in conflict accordance with the provisions of this Section 9.13JAMS rules then in effect for executive employment disputes and arbitrations. If the Company and Executive cannot agree on a single arbitrator, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate be conducted before a panel of three arbitrators, one selected by each party hereto and the third arbitrator selected by the parties’ two arbitrators from a list provided by JAMS. Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with each applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other party than a benefit specifically provided under or by virtue of this Agreement. The Company shall be responsible for paying the fees and costs of the mediator and arbitrator along with other mediation or arbitration-specific fees (except, if applicable, Executive’s petitioner’s filing fees) and its own expenses and Executive shall be responsible for his/her own expenses relating to the conduct of the mediation or arbitration in making full disclosure of (including reasonable attorneys’ fees and providing complete access to all information expenses), provided, however, the Company shall reimburse Executive for his/her costs and documents requested by such other party expenses in connection with such arbitral proceedingscontest or dispute in the event Executive prevails, subject only to any confidentiality obligations binding on such party. The award of as determined by the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationarbitrator.

Dispute Resolution. Any disputedisputes, controversy actions and proceedings against any Party or claim (each, a “Dispute”) arising out of or in any way relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred submitted to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “of HKIAC Rules”) in force at the relevant time when the Arbitration Notice is submittedand as may be amended by this Section 9.9. The seat place of arbitration shall be Hong Kong. There The official language of the arbitration shall be three (3) arbitrators. The complainant English and the respondent to such dispute tribunal shall each select one arbitrator within thirty consist of three arbitrators (30) days after giving or receiving the demand for arbitration (the each, an “Selection PeriodArbitrator”). Such arbitrators The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be freely selected, nominated jointly by the first two Arbitrators and the parties shall not be limited in their selection to any prescribed list. The serve as chairman of the HKIAC tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall select fail to nominate or agree the joint nomination of an Arbitrator or the third arbitrator. If either party to Arbitrator within the arbitration fails to appoint an arbitrator with time limits specified by the Selection PeriodArbitration Rules of HKIAC, the relevant appointment such Arbitrator shall be made appointed promptly by the chairman of the HKIAC. The arbitral proceedings tribunal shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party have no authority to the arbitration shall cooperate with each award punitive or other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partypunitive-type damages. The award of the arbitral arbitration tribunal shall be final and binding upon the parties thereto, and the prevailing disputing parties. Any party to an award may apply to a any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award. Any party , the Parties irrevocably and unconditionally submit to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from jurisdiction of any court of competent jurisdiction pending the constitution and waive any defenses to such enforcement based on lack of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationpersonal jurisdiction or inconvenient forum.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.1310.12, including the provisions concerning the appointment of the arbitrators, this Section 9.13 10.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any disputeExcept for waiver determinations that are final when made by the NRMP and not subject to arbitration, controversy judicial review, or claim (eachreview by any third party, a “Dispute”) as provided in this Agreement, all other disputes arising out of of, or relating to related to, the Matching Program, this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to arbitration upon between or among the demand of either party to NRMP and any applicant or program participating, or seeking participation, in the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Matching Program shall be settled by arbitration in Hong Kong accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (as modified below and excluding Procedures for Large, complex Disputes), unless the parties to the dispute mutually agree otherwise. The arbitration hearing shall commence within six months of filing the demand for arbitration or at another time agreeable to the NRMP. Notwithstanding the foregoing, no arbitrator shall have power to adjudicate any dispute as a class arbitration or as a consolidated arbitration without the express consent of all the parties to any such dispute, and every arbitrator shall return a reasoned award in writing, setting forth the factual findings and legal conclusions that are the basis for the determination. In addition, no arbitrator shall have the power to modify any sanctions imposed by the Hong Kong International NRMP unless (1) the arbitrator determines there is no basis in fact for a finding of violation; or (2) the arbitrator finds that the sanctions imposed by the NRMP are either arbitrary and capricious or outside the scope of potential sanctions set forth in the applicable Match Participation Agreement and the Violations Policy. Notice of the demand for arbitration must be filed in writing with all other parties to the arbitration and with the American Arbitration Centre (Association. A demand for arbitration in a matter that is covered by the “HKIAC”) Violations Policy must be made in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedViolations Policy. The seat arbitrators must conduct all arbitration proceedings in the Office of the NRMP in Washington, DC or at such other location in Washington, DC as mutually agreed upon by the parties. Each party will share equally in the cost of arbitration, except that the party requesting arbitration shall be Hong Kongsolely responsible for paying the filing fee required by the AAA Standard Fee Schedule, including the Initial Filing Fee and the Case Service Fee, and the party requesting arbitration must further file the AAA form entitled “Demand for Arbitration – Commercial”. There The burden shall be three (3) arbitratorson the applicant or program to demonstrate by clear and convincing evidence that an adverse decision by the NRMP was without basis-in-fact or in violation of the applicable Match Participation Agreement. The complainant and award by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedfinal. Judgment upon the award rendered may be entered in any court having jurisdiction thereof, so long as the arbitrator(s) acted in good faith. The arbitrator(s) may construe and interpret, but may not vary or ignore, the parties terms of the Agreement. The arbitrator(s) shall not be limited in their selection have the power to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint make an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent award that the HKIAC Rules are in conflict is inconsistent with the provisions of this Section 9.13, including the provisions concerning the appointment Agreement or with District of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationColumbia substantive law.

Dispute Resolution. Any dispute, controversy or claim difference between the Parties arising out of, in connection with or relating to, this Agreement (each, a “Dispute”) arising out of or relating shall be resolved through arbitration pursuant to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Section 10.13. The arbitration shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration conducted in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongarbitration. There shall be three (3) arbitrators. The complainant Each of the following: (i) the claimant to the Dispute, or in the case of multiple claimants, all such claimants acting collectively (the “Claimant”) and (ii) the respondent to such dispute the Dispute, or in the case of more than one respondent, the respondents acting collectively (the “Respondent”) shall each select one arbitrator. The party commencing the arbitration shall nominate his arbitrator at the time of filing the demand for arbitration. The Respondent shall nominate his arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and neither the parties Claimant nor the Respondent shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. Each arbitrator shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with within the Selection Periodtime set forth above or if there are more than one Claimant or one Respondent and the Claimant (or Respondent as the case may be) fails to agree on the selection of the same arbitrator between themselves as provided above, the relevant appointment or selection shall be made by the chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To the extent that If the HKIAC Rules are in conflict with the provisions of this Section 9.13, 10.13 including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.13 10.13 shall prevail. Each party The arbitration tribunal shall decide any Dispute submitted by the Parties to the arbitration strictly in accordance with the substantive law of the Hong Kong and shall cooperate with each not apply any other party substantive law. In making their award, the arbitrators shall have the authority to award attorney’s fees and other costs and expenses of the arbitration in making full disclosure of as they deem just and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyappropriate under the circumstances. The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing Parties, and the prevailing party any Party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute A Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (located in the “Arbitration Notice”city in which the Corporation’s principal executive offices are based) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.133.4 and only in the event the Corporation has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 3. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator’s determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Corporation and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive’s share of such expenses shall not exceed the maximum permitted by law. To the extent applicable, in accordance with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv)(A) or any successor thereto, any payments or reimbursement of arbitration expenses which the Corporation is required to make under the foregoing provision shall meet the requirements below. The Corporation shall reimburse the Executive for any such expenses, promptly upon delivery of reasonable documentation, provided, however, all invoices for reimbursement of expenses must be submitted to the Corporation and paid in a lump sum payment by the prevailing party end of the calendar year following the calendar year in which the expense was incurred. All expenses must be incurred within a 20 year period following the Separation from Service. The amount of expenses paid or eligible for reimbursement in one year under this Section 5.1 shall not affect the expenses paid or eligible for reimbursement in any other taxable year. The right to payment or reimbursement under this Section 5.1 shall not be subject to liquidation or exchange for another benefit. Any arbitration or action pursuant to this Section 5.1 shall be governed by and construed in accordance with the substantive laws of the State of Texas and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. The mandatory arbitration provisions of this Section 5.1 shall supersede in their entirety the X.X. Xxxxxx Alternative, a dispute resolution program generally applicable to employment terminations. Notwithstanding the foregoing, the Corporation shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive’s covenants in Section 3, but may apply to pursue its remedies, including injunctive relief, for such breach in a court of competent jurisdiction for enforcement in the city in which the Corporation’s principal executive offices are based, or in the sole discretion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefCorporation, if possible, from any in a court of competent jurisdiction pending where the constitution Executive has committed or is threatening to commit a breach of the arbitral tribunal. During Executive’s covenants, and no arbitrator may make any ruling inconsistent with the course findings or rulings of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationsuch court.

Dispute Resolution. Any disputeTHE PARTIES AGREE THAT ALL CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES (“DISPUTES”), controversy or claim (eachWHETHER ARISING PRIOR, a “Dispute”) arising out ON, OR SUBSEQUENT TO THE EFFECTIVE DATE, SHALL BE ARBITRATED AS FOLLOWS: The Parties irrevocably agree to submit all Disputes between them to binding arbitration conducted under the Commercial Dispute Resolution Procedures of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice American Arbitration Association (the “Arbitration NoticeAAA”) to ), including the otherOptional Procedures for Large Complex Commercial Disputes. The Dispute shall be settled by arbitration in Hong Kong by place and location of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongin Sioux Falls, South Dakota. There All arbitration proceedings shall be three (3) arbitratorsclosed to the public and confidential and all related records shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, conducted before a single arbitrator selected jointly by the parties. The arbitrator shall be a retired judge with experience in custodial and trust matters under South Dakota law. If the parties are unable to agree upon an arbitrator, then the AAA shall not be limited in their selection to any prescribed listchoose the arbitrator. The chairman of language to be used in the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To The arbitrator shall be bound to the extent that strict interpretation and observation of the HKIAC Rules are in conflict with the provisions terms of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of Agreement and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final specifically empowered to grant injunctions and/or specific performance and binding to allocate between the parties the costs of arbitration, as well as reasonable attorneys’ fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the parties theretoaward so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, and as the prevailing case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either party may apply shall have the right, without waiving any right or remedy available to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled under this Agreement or otherwise, to seek preliminary injunctive relief, if possible, and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the constitution selection of the arbitral tribunal. During arbitrator hereunder or pending the course arbitrator’s determination of the arbitral tribunal’s adjudication of the Disputeany dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationcontroversy or claim hereunder.

Dispute Resolution. Any disputeExcept for waiver determinations that are final when made by the NRMP and not subject to arbitration, controversy judicial review, or claim (eachreview by any third party, a “Dispute”) as provided in this Agreement, all other disputes arising out of of, or relating to related to, the Match, this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to arbitration upon between or among the demand of either party to NRMP and any applicant or program participating, or seeking participation, in the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Match shall be settled by arbitration in Hong Kong accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (as modified below and excluding Procedures for Large, Complex Disputes), unless the parties to the dispute mutually agree otherwise. The arbitration hearing shall commence within six months of filing the demand for arbitration or at another time agreeable to the NRMP. Notwithstanding the foregoing, no arbitrator shall have power to adjudicate any dispute as a class arbitration or as a consolidated arbitration without the express consent of all the parties to any such dispute, and every arbitrator shall return a reasoned award in writing, setting forth the factual findings and legal conclusions that are the basis for the determination. In addition, no arbitrator shall have the power to modify any sanctions imposed by the Hong Kong International NRMP unless: (1) the arbitrator determines there is no basis in fact for a finding of violation; or (2) the arbitrator finds that the sanctions imposed by the NRMP are either arbitrary and capricious or outside the scope of potential sanctions set forth in this Agreement and the Violations Policy. Notice of the demand for arbitration must be filed in writing with all other parties to the arbitration and with the American Arbitration Centre (Association. A demand for arbitration in a matter that is covered by the “HKIAC”) Violations Policy must be made in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedViolations Policy. The seat arbitrator(s) must conduct all arbitration proceedings in the Office of the NRMP in Washington, DC or at such other location in Washington, DC as mutually agreed upon by the parties. Each party will share equally in the cost of arbitration, except that the party requesting arbitration shall be Hong Kongsolely responsible for paying the filing fee required by the AAA Standard Fee Schedule, including the Initial Filing Fee and the Case Service Fee, and the party requesting arbitration must further file the AAA form entitled “Demand for Arbitration – Commercial”. There The burden shall be three (3) arbitratorson the applicant or program to demonstrate by clear and convincing evidence that an adverse decision by the NRMP was without basis-in-fact or in violation of this Agreement. The complainant and award by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedfinal. Judgment upon the award rendered may be entered in any court having jurisdiction thereof, so long as the arbitrator(s) acted in good faith. The arbitrator(s) may construe and interpret, but may not vary or ignore, the parties terms of this Agreement. The arbitrator(s) shall not be limited in their selection have the power to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint make an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent award that the HKIAC Rules are in conflict is inconsistent with the provisions of this Section 9.13, including the provisions concerning the appointment Agreement or with District of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationColumbia substantive law.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall first be referred subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute may be submitted to arbitration at any time following such thirty (30) day period upon the demand request of either party any Party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother Parties. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and the parties Parties shall not be limited in their selection to any prescribed list. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral proceedings arbitration shall be conducted in EnglishChinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment The decision of the arbitratorsarbitration tribunal shall be final, this Section 9.13 shall prevailconclusive and binding on the parties to the arbitration. Each party Judgment may be entered on the arbitration tribunal’s decision in any court having jurisdiction. The parties to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award pay an equal share of the arbitral tribunal shall be final costs and binding upon the parties theretoexpenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party may apply to a court of competent jurisdiction for enforcement of in any such award. Any party to the Dispute arbitration shall be entitled to seek preliminary injunctive recover from the non-prevailing party its reasonable costs and attorney fees. The parties acknowledge and agree that, in addition to contract damages, the arbitrators may award provisional and final equitable relief, if possibleincluding injunctions, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Disputespecific performance, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationlost profits.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising and/or difference which may arise out of or relating in connection with or in relation to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such arbitration upon the demand shall be held in New York, New York. The merits of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) resolved in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (laws of the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedState of New York, without reference to its choice of law rules. The seat tribunal shall consist of arbitration three arbitrators, each of whom shall be Hong Kong. There shall be three (3) arbitratorsknowledgeable in the subject matter hereof. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthe English language, and all documents shall be submitted in English or be accompanied by a certified English translation. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party The arbitrators will provide a written explanation to the parties of any arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyaward. The award of the arbitral tribunal thereof shall be final and binding upon the parties theretohereto, and judgment on such award may be entered in any court or tribunal having jurisdiction, and the prevailing party may apply parties hereby irrevocably waive any objection to a court the jurisdiction of competent jurisdiction for enforcement such courts based on any ground, including without limitation, improper venue or forum non conveniens. The parties and the arbitration panel shall be bound to maintain the confidentiality of this Agreement, the dispute and any award, except to the extent necessary to enforce any such award. Any The prevailing party, if a party to is so designated in the Dispute arbitration award, shall be entitled to recover from the other party its costs and fees, including attorneys’ fees, associated with such arbitration. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including, without limitation, the right to seek preliminary or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. Notwithstanding anything to the contrary herein, each party shall be entitled, at any time, without first resorting to the dispute resolution process set forth above, to seek injunctive relief, if possible, or other equitable relief from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunaljurisdiction, wherever such party deems appropriate, in order to preserve or enforce such party’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationrights hereunder.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”a) In the event of any dispute arising out of or relating to in connection with this Agreement, or the interpretation, including any question regarding its breach, terminationexistence, validity validity, or invalidity thereoftermination (“Dispute”), the parties shall in good faith attempt to resolve such Dispute as soon as practicable after the complaining party provides notice of such Dispute. In the event that the Dispute is not resolved between the parties within five (5) business days after receipt of such notice, on the request of the party raising the Dispute, the Dispute shall be referred to and finally resolved by arbitration upon under the demand Rules of either party to Arbitration of the dispute with notice International Chamber of Commerce (the “Arbitration NoticeICC”) to then in effect. There shall be three arbitrators, one nominated by the otherinitiating party and the second nominated by the other party, each within fifteen (15) days of receipt of the request for arbitration; the third, who shall act as the chair of the arbitral tribunal, shall be nominated by the two selected arbitrators within twenty (20) days of the confirmation of the second arbitrator. If any arbitrators are not nominated within these time periods, the ICC International Court of Arbitration shall make the appointment(s). The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat place of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman language of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To The arbitral tribunal shall apply the extent that International Bar Association Rules on the HKIAC Rules are Taking of Evidence in conflict with the provisions of International Arbitration (2010). The arbitrators may award any relief permitted under this Section 9.13Agreement and applicable law; however they may not award punitive, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyexemplary or multiple damages. The award shall be rendered within eight (8) months from the selection of the chair of the arbitral tribunal, unless the parties agree to extend this time limit or the arbitral tribunal determines that the interest of justice so requires. The award shall be final and binding upon the parties theretoas from the date rendered, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During This Agreement and the course rights and obligations of the arbitral tribunal’s adjudication of parties shall remain in full force and effect pending the Dispute, award in any arbitration proceeding hereunder. The parties agree that any party to this Agreement shall continue have the right to have recourse to and shall be performed except bound by the Pre-arbitral Referee Procedure of the ICC in accordance with respect to the part in dispute and under adjudicationits Rules for a Pre-Arbitral Referee Procedure.

Dispute Resolution. Any disputeExcept for waiver determinations that are final when made by the NRMP and not subject to arbitration, controversy judicial review, or claim (eachreview by any third party, a “Dispute”) as provided in this Agreement, all other disputes arising out of of, or relating to related to, the Match, this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to arbitration upon between or among the demand of either party to NRMP and any applicant or program participating, or seeking participation, in the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Match shall be settled by arbitration in Hong Kong accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (as modified below and excluding Procedures for Large, Complex Disputes), unless the parties to the dispute mutually agree otherwise. The arbitration hearing shall commence within six months of filing the demand for arbitration or at another time agreeable to the NRMP. Notwithstanding the foregoing, no arbitrator shall have power to adjudicate any dispute as a class arbitration or as a consolidated arbitration without the express consent of all the parties to any such dispute, and every arbitrator shall return a reasoned award in writing, setting forth the factual findings and legal conclusions that are the basis for the determination. In addition, no arbitrator shall have the power to modify any sanctions imposed by the Hong Kong International NRMP unless: (1) the arbitrator determines there is no basis in fact for a finding of violation; or (2) the arbitrator finds that the sanctions imposed by the NRMP are either arbitrary and capricious or outside the scope of potential sanctions set forth in this Agreement and the Violations Policy. Notice of the demand for arbitration must be filed in writing with all other parties to the arbitration and with the American Arbitration Centre (Association. A demand for arbitration in a matter that is covered by the “HKIAC”) Violations Policy must be made in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedViolations Policy. The seat arbitrator(s) must conduct all arbitration proceedings in the Office of the NRMP in Washington, DC or at such other location in Washington, DC as mutually agreed upon by the parties. Each party will share equally in the cost of arbitration, except that the party requesting arbitration shall be Hong Kongsolely responsible for paying the filing fee required by the AAA Standard Fee Schedule, including the Initial Filing Fee and the Case Service Fee, and the party requesting arbitration must further file the AAA form entitled “Demand for Arbitration – Commercial”. There The burden shall be three (3) arbitratorson the party requesting arbitration to demonstrate by clear and convincing evidence that an adverse decision by the NRMP was without basis-in-fact or in violation of this Agreement. The complainant and award by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedfinal. Judgment upon the award rendered may be entered in any court having jurisdiction thereof, so long as the arbitrator(s) acted in good faith. The arbitrator(s) may construe and interpret, but may not vary or ignore, the parties terms of this Agreement. The arbitrator(s) shall not be limited in their selection have the power to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint make an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent award that the HKIAC Rules are in conflict is inconsistent with the provisions of this Section 9.13, including the provisions concerning the appointment Agreement or with District of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationColumbia substantive law.

Dispute Resolution. Any dispute, controversy or claim (each, If a “Dispute”) arising out of or dispute arises between the parties relating to the interpretation or performance of this Agreement, or representatives of the interpretation, breach, termination, validity or invalidity thereof, parties with decision-making authority shall be referred meet to arbitration upon the demand attempt in good faith to negotiate a resolution of either party to the dispute with notice prior to pursuing other available remedies. If such a meeting is requested, it must be held, unless the parties otherwise agree, within [*] calendar days from receipt of such request (the “Arbitration NoticeRequest”) ). If within [*] calendar days after such meeting the parties have not resolved such dispute, the Chief Executive Officers of both parties shall meet within [*] calendar days after the end of such [*] day period to discuss and attempt to resolve the otherdispute. The Dispute shall be settled by arbitration in Hong Kong by If the Hong Kong International Arbitration Centre (parties have not resolved the “HKIAC”) dispute within [*] calendar days after the Request, either party may submit such dispute to final and binding arbitration, before a single, mutually-acceptable arbitrator, conducted in accordance with the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules of the American Arbitration Association (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection PeriodAAA”). Such arbitrators shall be freely selected, and If the parties are unable to select a mutually acceptable arbitrator, AAA shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACor provide a method for selection. The arbitral Any arbitration proceedings shall be conducted in EnglishPhoenix, Arizona. To The arbitrator shall determine what discovery will be permitted, consistent with the extent goal of limiting the cost and time that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevailparties must expend for discovery. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedingsbear its own expenses, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties theretoincluding attorneys’ fees, and the prevailing party may apply parties will share equally the costs and fees of the arbitrator. The parties shall use all reasonable efforts to complete any arbitration subject to this section within [*] months from the filing of notice of a court of competent jurisdiction request for enforcement of such awardarbitration. Any party to the Dispute The parties agree that any award shall not include punitive damages and shall be entitled consistent with the limitation of liability provisions set forth in this Agreement. The arbitrator shall not have the power to seek preliminary injunctive relief, if possible, from add terms not contained in this Agreement or to refuse to enforce any term. Judgment upon any decision rendered by the arbitrator may be entered by any court of competent jurisdiction pending the constitution of the having jurisdiction. The parties undertake and agree that all arbitral tribunal. During proceedings and all information, documentation, materials in whatever form disclosed in the course of the such arbitral tribunal’s adjudication proceeding shall be deemed Confidential Information hereunder. Notwithstanding any of the Disputeforegoing, either party shall have the right to seek, at its own cost and expense, pre1iminary and temporary injunctive relief pending resolution of the dispute. [*] Certain information in this Agreement shall continue to be performed except document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the part in dispute and under adjudicationomitted portions.

Dispute Resolution. Any disputeExcept for waiver determinations that are final when made by the NRMP and not subject to arbitration, controversy judicial review, or claim (eachreview by any third party, a “Dispute”) as provided in this Agreement, all other disputes arising out of of, or relating to related to, the Main Residency Match, this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to arbitration upon between or among the demand of either party to NRMP and any applicant or program participating, or seeking participation, in the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Main Residency Match shall be settled by arbitration in Hong Kong accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (as modified below and excluding Procedures for Large, Complex Disputes), unless the parties to the dispute mutually agree otherwise. The arbitration hearing shall commence within six months of filing the demand for arbitration or at another time agreeable to the NRMP. Notwithstanding the foregoing, no arbitrator shall have power to adjudicate any dispute as a class arbitration or as a consolidated arbitration without the express consent of all the parties to any such dispute, and every arbitrator shall return a reasoned award in writing, setting forth the factual findings and legal conclusions that are the basis for the determination. In addition, no arbitrator shall have the power to modify any sanctions imposed by the Hong Kong International NRMP unless: (1) the arbitrator determines there is no basis in fact for a finding of violation; or (2) the arbitrator finds that the sanctions imposed by the NRMP are either arbitrary and capricious or outside the scope of potential sanctions set forth in this Agreement and the Violations Policy. Notice of the demand for arbitration must be filed in writing with all other parties to the arbitration and with the American Arbitration Centre (Association. A demand for arbitration in a matter that is covered by the “HKIAC”) Violations Policy must be made in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedViolations Policy. The seat arbitrator(s) must conduct all arbitration proceedings in the Office of the NRMP in Washington, DC or at such other location in Washington, DC as mutually agreed upon by the parties. Each party will share equally in the cost of arbitration, except that the party requesting arbitration shall be Hong Kongsolely responsible for paying the filing fee required by the AAA Standard Fee Schedule, including the Initial Filing Fee and the Case Service Fee, and the party requesting arbitration must further file the AAA form entitled “Demand for Arbitration – Commercial”. There The burden shall be three (3) arbitratorson the applicant or program to demonstrate by clear and convincing evidence that an adverse decision by the NRMP was without basis-in-fact or in violation of this Agreement. The complainant and award by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedfinal. Judgment upon the award rendered may be entered in any court having jurisdiction thereof, so long as the arbitrator(s) acted in good faith. The arbitrator(s) may construe and interpret, but may not vary or ignore, the parties terms of this Agreement. The arbitrator(s) shall not be limited in their selection have the power to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint make an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent award that the HKIAC Rules are in conflict is inconsistent with the provisions of this Section 9.13, including the provisions concerning the appointment Agreement or with District of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationColumbia substantive law.

Dispute Resolution. Any dispute, controversy or claim (each, each a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13‎10.12, including the provisions concerning the appointment of the arbitrators, this Section 9.13 ‎10.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one (1) arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third (3rd) arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.1310.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 10.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute, controversy or claim (each, If a “Dispute”) arising out of or dispute arises between the parties relating to the interpretation or performance of this Agreement, or representatives of the interpretation, breach, termination, validity or invalidity thereof, parties with decision-making authority shall be referred meet to arbitration upon the demand attempt in good faith to negotiate a resolution of either party to the dispute with notice prior to pursuing other available remedies. If such a meeting is requested, it must he held, unless the parties otherwise agree, within [*] calendar days from receipt of such request (the “Arbitration NoticeRequest”) ). If within [*] calendar days after such meeting the parties have not resolved such dispute, the Chief Executive Officers of both parties shall meet within [*] calendar days after the end of such [*] day period to discuss and attempt to resolve the otherdispute. The Dispute shall be settled by If the parties have not resolved the dispute within [*] calendar days after the Request, either party may submit such dispute to final and binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) before a single, mutually acceptable arbitrator, conducted in accordance with the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules of the American Arbitration Association (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection PeriodAAA”). Such arbitrators shall be freely selected, and If the parties are unable to select a mutually acceptable arbitrator, AAA shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACor provide a method for selection. The arbitral Any arbitration proceedings shall be conducted in EnglishPhoenix, Arizona. To The arbitrator shall determine what discovery will be permitted, consistent with the extent goal of limiting the cost and time that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevailparties must expend for discovery. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedingsbear its own expenses, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties theretoincluding attorneys’ fees, and the prevailing party may apply parties will share equally the costs and fees of the arbitrator. The parties shall use all reasonable efforts to complete any arbitration subject to this section within [*] months from the filing of notice of a court of competent jurisdiction request for enforcement of such awardarbitration. Any party to the Dispute The parties agree that any award shall not include punitive damages and shall be entitled consistent with the limitation of liability provisions set forth in this Agreement. The arbitrator shall not have the power to seek preliminary injunctive relief, if possible, from add terms not contained in this Agreement or to refuse to enforce any term. Judgment upon any decision rendered by the arbitrator may be entered by any court of competent jurisdiction pending the constitution of the having jurisdiction. The parties undertake and agree that all arbitral tribunal. During proceedings and all information, documentation, materials in whatever form disclosed in the course of the such arbitral tribunal’s adjudication proceeding shall be deemed Confidential Information hereunder. Notwithstanding any of the Disputeforegoing, this Agreement either party shall continue have the right to be performed except with respect to seek, at its own cost and expense, preliminary and temporary injunctive relief pending resolution of the part in dispute and under adjudicationdispute.

Dispute Resolution. Any dispute, controversy or claim difference between the parties hereto arising out of, in connection with or relating to, this Agreement (each, a “Dispute”) arising out of or relating shall be resolved through arbitration pursuant to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Section 15. The arbitration shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration conducted in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongarbitration. There shall be three (3) arbitrators. The complainant Each of the following: (i) the claimant to the Dispute, or in the case of multiple claimants, all such claimants acting collectively (the “Claimant”) and (ii) the respondent to such dispute the Dispute, or in the case of more than one respondent, the respondents acting collectively (the “Respondent”) shall each select one arbitrator. The party commencing the arbitration shall nominate his arbitrator at the time of filing the demand for arbitration. The Respondent shall nominate his arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and neither the parties Claimant nor the Respondent shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. Each arbitrator shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with within the Selection Periodtime set forth above or if there are more than one Claimant or one Respondent and the Claimant (or Respondent as the case may be) fails to agree on the selection of the same arbitrator between themselves as provided above, the relevant appointment or selection shall be made by the chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To the extent that If the HKIAC Rules are in conflict with the provisions of this Section 9.13, 15 including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.13 15 shall prevail. Each party The arbitration tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of the Hong Kong and shall cooperate with each not apply any other party substantive law. In making their award, the arbitrators shall have the authority to award attorney’s fees and other costs and expenses of the arbitration in making full disclosure of as they deem just and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyappropriate under the circumstances. The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing parties, and the prevailing any party may apply to a court of competent jurisdiction for enforcement of such award. Any A party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any The parties agree that, in the event of any dispute under the agreement in which the amount sought is $5,000.00 or less, any litigation to resolve the dispute shall be brought in the Ventura County Small Claims Court. If the amount in dispute exceeds $5,000.00, the parties agree that they will first submit the matter to a mutually agreed upon mediator. Notwithstanding section 19, Attorneys Fees, the cost of the mediator shall be borne equally by the parties. If the mediator is unable to resolve the dispute, controversy then the parties shall submit the matter to binding arbitration in Ventura County or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party other mutually agreed location pursuant to the dispute with notice rules of the American Arbitration Association (AAA), as amended or as augmented in this Agreement (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators The parties acknowledge that one of the purposes of utilizing arbitration is to avoid lengthy and expensive discovery and allow for prompt resolution of the dispute. Arbitration shall be freely selectedinitiated as provided by the Rules, although the written notice to the other party initiating arbitration shall also include a description of the claim(s) asserted and the parties shall not be limited in their selection to any prescribed listfacts upon which the claim(s) are based. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal Arbitration shall be final and binding upon the parties theretoand shall be the exclusive remedy for all claims subject hereto, including any award of attorneys’ fees and costs. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. All disputes shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within 30 days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and the prevailing party may apply to fees as a court would have for the particular claim(s) asserted. In no event shall the arbitrator award punitive damages of competent jurisdiction any kind. The arbitrator shall have the power to limit or deny a request for enforcement of such award. Any party documents or a deposition if the arbitrator determines that the request exceeds those matters, which are directly relevant to the Dispute claims in controversy. The document demand and response shall be entitled conform to seek preliminary injunctive relief, if possible, from any court Code of competent jurisdiction pending Civil Procedure section 2031. The deposition notice shall conform to Code of Civil Procedure section 2025. The parties may make a motion for protective order or motion to compel before the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except arbitrator with respect regard to the part discovery, as provided in dispute Code of Civil Procedure sections 2025 and under adjudication2031.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) In the event of any dispute arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Parties will seek to settle the dispute via direct discussions. A mediator will be selected by voluntary agreement of both Parties. The mediation shall be referred to arbitration upon held in the demand of either party to the dispute with notice applicable venue (the “Arbitration NoticeVenue”) to identified in Section 10.5. Each Party shall bear its own costs and expenses and an equal share of the otheradministrative and other fees associated with the mediation. The Dispute Except for Excluded Claims (defined below), any dispute arising out of or in connection with this Agreement that remains unresolved following mediation shall be finally settled by arbitration in Hong Kong under the Rules of Arbitration of the International Chamber of Commerce by the Hong Kong International Arbitration Centre (the “HKIAC”) one or more arbitrators appointed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC said Rules”) in force at the time when the Arbitration Notice is submitted. The seat place of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant the applicable Venue and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To Judgment upon the extent that award rendered by the HKIAC Rules are arbitrator(s) may be entered in conflict any court having jurisdiction thereof. In rendering the award, the arbitrator(s) shall determine the rights and obligations of the Parties according to the substantive and procedural laws of the applicable Governing Law determined in accordance with Section 10.5. The arbitrator(s) shall not award punitive damages. The expenses of the provisions of this Section 9.13arbitration, including the provisions concerning arbitrator’s fees, expert witness fees, and attorney’s fees, may be apportioned between the appointment Parties in any manner deemed appropriate by the arbitrator; however, in the absence of any formal ruling by the arbitrator, each Party shall share equally in the payment of the arbitratorsarbitrator’s fees and bear its own costs, this Section 9.13 shall prevailexpert witness fees and attorney’s fees. Each party to Except for Excluded Claims, the arbitration award shall cooperate with each other party to be the arbitration in making full disclosure of sole and providing complete access to exclusive remedy regarding any and all information claims and documents requested counterclaims presented and may not be reviewed by such other party in connection with such arbitral proceedings, subject only or appealed to any confidentiality obligations binding on such partycourt except for enforcement. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may foregoing alternative dispute resolution provisions will not apply to claims or actions related to: (i) the infringement, misappropriation or violation of F5’s or its licensors’ Intellectual Property Rights or (ii) a court Party seeking to prevent any unauthorized disclosure or use of competent jurisdiction for enforcement its Confidential Information (“Excluded Claims”), all of such award. Any party to the Dispute shall which Excluded Claims may be entitled to seek preliminary injunctive relief, if possible, from brought in any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationjurisdiction.

Dispute Resolution. Any disputeThe Parties shall, controversy or claim (eachin good faith, a “Dispute”) attempt to amicably resolve any disputes arising out of or relating to under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party agreement first via mediation according to the dispute with notice ADR rules of the International Chamber of Commerce (the “Arbitration Notice”ICC), and, failing mediation within four (4) weeks of a request for mediation has been made, via binding arbitration according to the otherrules of the ICC. The Dispute arbitral tribunal shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat consist of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one If a Party does not appoint its arbitrator within thirty (30) days after giving or receiving [***] following the demand for arbitration (expiry of the “Selection Period”). Such arbitrators allotted period, then such arbitrator shall be freely selected, and selected in accordance with the parties shall not be limited in their selection to any prescribed listICC Rules. The chairman arbitrators may permit limited discovery as they deem appropriate in the circumstances of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACdispute. The arbitral proceedings arbitration shall be conducted in the Hague, the Netherlands, and all documents submitted to the arbitrators shall be, in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13The arbitrators shall have no power to award punitive, including the provisions concerning the appointment of the arbitratorsspecial, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyincidental or consequential damages. The arbitrator’s decision and award of the arbitral tribunal shall be final and binding upon all Parties. Unless otherwise determined by the parties theretoarbitrators, each Party shall bear its own costs for its counsel and other expenses, and the prevailing party Parties shall equally share the costs of the arbitration. Judgment upon the award rendered by arbitration may apply be issued and enforced by any court having competent jurisdiction. This Section 18.13 shall not prevent the Parties, in order to protect its rights, from unilaterally seeking interim injunction or other forms of preliminary relief before the competent courts of a court concerned jurisdiction and in accordance with the laws of competent jurisdiction for enforcement of such awardsaid court. Any party Disputes concerning the NIH License and/or payments due thereunder shall be subject to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution Section 14.12 of the arbitral tribunal. During the course NIH License if one of the arbitral tribunal’s adjudication parties to the dispute is the licensor of the Dispute, this Agreement shall continue to be performed except with respect NIH License or if the issue concerns an obligation or duty owned to the part in dispute and under adjudicationlicensor of the NIH License.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (the “Arbitration Notice”located in New York City) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.1317 and only in the event the Company has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 10. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties theretoand judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator's determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the prevailing party Company and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive's share of such expenses shall not exceed the maximum permitted by law. Any arbitration or action pursuant to this Section 13 shall be governed by and construed in accordance with the substantive laws of the State of New York and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. Notwithstanding the foregoing, the Company shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive's covenants in Section 10, but may apply to pursue its remedies, including injunctive relief, for such breach in a court of competent jurisdiction for enforcement in New York City, or in the sole discretion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefCompany, if possible, from any in a court of competent jurisdiction pending where the constitution Executive has committed or is threatening to commit a breach of the arbitral tribunal. During Executive's covenants, and no arbitrator may make any ruling inconsistent with the course findings or rulings of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationsuch court.

Dispute Resolution. Any A Party that is of the view that a Dispute has arisen shall give written notice thereof to the other Parties, provided that such notice shall clearly identify the Dispute and provide full particularity thereof, and the Parties shall thereafter take immediate steps to attempt to resolve the Dispute through their senior executives or other representatives who have the necessary authority to make binding decisions with respect to such Dispute (Senior Executives). If the Senior Executives cannot agree on a resolution of the Dispute within 15 Business Days of receipt of the notice referred to in clause 19.1, then the Dispute may be referred within a further period of 20 Business Days (Arbitration Initiating Period) to arbitration in accordance with this clause 19 unless the Parties agree in writing prior to the expiry of the Arbitration Initiating Period to refer such Dispute for expert determination in accordance with this clause 19. Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute, controversy or claim (each, a “Dispute”) arising out . In the event of or the attorneys of the parties to the dispute failing to agree on any matter relating to this Agreementthe administration of the arbitration, or the interpretation, breach, termination, validity or invalidity thereof, such matter shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong and decided by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal whose decision shall be final and binding upon on the parties thereto, and to the prevailing party may apply to a court of competent jurisdiction for enforcement of such awarddispute. Any party to the Dispute arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration. Nothing herein contained shall be entitled deemed to seek preliminary injunctive relief, if possible, prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim. Any arbitration in terms of this clause 19 (including any court of competent jurisdiction pending appeal proceedings) shall be conducted in camera and the constitution Parties shall treat as confidential details of the arbitral tribunal. During dispute submitted to arbitration, the course conduct of the arbitral tribunal’s adjudication arbitration proceedings and the outcome of the Dispute, this Agreement shall arbitration. This clause 19 will continue to be performed except with respect binding on the Parties notwithstanding any termination or cancellation of the Agreement. The Parties agree that the written demand by a party to the part dispute in terms of clause 19 that the dispute and under adjudicationor difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

Dispute Resolution. Any disputeThe parties shall attempt to settle amicably any dispute or difference of any kind whatsoever, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or in connection with the interpretation, breach, termination, validity or invalidity thereofinvalidity, shall be referred to arbitration upon construction, execution, meaning, operation or effect or breach of this Agreement (exept for any such dispute or difference involving paragraph 14). If the demand of parties do not promptly do so, either party may, by written notice to the dispute with notice (other party, call for private mediation of the “Arbitration Notice”) issue before a mediator to be agreed upon by the otherparties. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent parties agree to conclude such dispute shall each select one arbitrator private mediation within thirty (30) days after giving or receiving of the demand filing by a party of a request for such mediation. In the event of a dispute between the parties that is not resolved by such mediation, either party may, by written notice to the other party, call for private binding non-appealable arbitration of the issue before a single arbitrator agreed upon by the parties. In the event a single arbitrator cannot be agreed upon, each party shall appoint a third party arbitrator from a list provided by the American Arbitration Association (AAA) (not a principal of a party) and the “Selection Period”)two arbitrators thus selected by the parties shall select a third arbitrator. Such The arbitrators shall meet as expeditiously as possible to resolve the dispute, and a majority decision of the arbitrators shall be freely selectedcontrolling. While each party is free to select an arbitrator of its own choosing from the list provided by the AAA, and either party by written notice to the parties shall not be limited other may require that all arbitrators chosen have sufficient expertise in their selection to any prescribed listthe subject matter of the arbitration that they would qualify as "expert witnesses" in a judicial proceeding. The chairman of the HKIAC arbitrators so chosen shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to conduct the arbitration in making full disclosure accordance with the Rules of and providing complete access to all information and documents requested by such other party the AAA as applicable in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partythe State of Kansas. Such arbitration shall take place at a mutually agreed upon location. The award arbitrators shall be governed, in their determinations hereunder, by the intention of the arbitral tribunal parties as evidenced by the terms of this Agreement. The decision of the arbitrator shall be rendered in writing and shall be final and binding upon the parties theretoand shall be non-appealable. Judgment upon the award rendered may be entered by either party and enforced in any court having competent jurisdiction. The parties shall share the procedural costs of the mediation and arbitration equally. Each party shall pay its own attorney's fees and costs incurred by it relating to the mediation and arbitration. Notwithstanding the foregoing sentences, the parties hereby authorize the abritrators to award costs and fees to the prevailing party may apply to a court of competent jurisdiction for enforcement as the arbitrators deem appropriate. Pending resolution of such award. Any party dispute or difference and without prejudice to their rights, the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement parties shall continue to respect all their obligations and to perform all their duties under this Agreement; provided, however, the parties shall not be performed except with respect obligated to perform their obligations after this Agreement has been terminated by any party pursuant to paragraph 16, or if such termination is the part in dispute and under adjudicationbeing arbitrated. After signing this Agreement, each party understands that it will not be able to bring a lawsuit concerning any dispute that may arise that is covered by this arbitration provision (other than to enforce the arbitration decision). The parties hereby agree that any dispute or difference involving paragraph 14 shall not be subject to this mediation or arbitration provision.

Dispute Resolution. Any dispute(a) With the sole and exclusive exception provided for in part (b) of this Section 4.9, controversy or claim (each, a “Dispute”) in the event of any dispute arising out of or relating to in connection with this Agreement, or the interpretationincluding any dispute regarding its existence, breach, terminationtermination or validity, validity or invalidity thereof, each Party shall have the right to have recourse to and shall be referred bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Agreement (including as to arbitration upon existence, breach, termination and validity) shall be finally settled under the demand Rules of either party to Arbitration of the dispute with notice International Chamber of Commerce (the “Arbitration NoticeRules”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) three arbitrators appointed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC said Rules”) in force at the time when the Arbitration Notice is submitted. The seat place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of law of the State of New York. The language of the arbitration shall be Hong KongEnglish. There Evidence shall be three (3) arbitrators. The complainant provided in English and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators pleadings shall be freely selected, and the parties shall not be limited done in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACEnglish. The arbitral proceedings tribunal shall be conducted in English. To render its decision within six months from the extent that the HKIAC Rules are in conflict with the provisions date of this Section 9.13, including the provisions concerning the appointment signature of the arbitrators, this Section 9.13 shall prevailterms of reference. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The Any decision or award of the arbitral tribunal shall be final and binding upon the parties theretoto the arbitration proceeding. Without limiting the authority conferred on the arbitral tribunal by this Agreement and the Rules, the arbitral tribunal shall have the authority to award specific performance. The Parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The Parties hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York sitting in the Borough of Manhattan, and the prevailing party may apply agree not to a court of competent jurisdiction for enforcement of raise any objection to venue in such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefcourt, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute enforcement of this Section 4.9(a) and under adjudicationany application to confirm, vacate or modify the decision or award of the arbitration tribunal. The Parties agree that, once confirmed, the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found.

Dispute Resolution. Any disputeExcept for waiver determinations that are final when made by the NRMP and not subject to arbitration, controversy judicial review, or claim (eachreview by any third party, a “Dispute”) as provided in this Agreement, all other disputes arising out of of, or relating to related to, the Specialties Matching Service, this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to arbitration upon between or among the demand of either party to NRMP and any applicant or program participating, or seeking participation, in the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Specialties Matching Service shall be settled by arbitration in Hong Kong accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (as modified below and excluding Procedures for Large, Complex Disputes), unless the parties to the dispute mutually agree otherwise. The arbitration hearing shall commence within six months of filing the demand for arbitration or at another time agreeable to the NRMP. Notwithstanding the foregoing, no arbitrator shall have power to adjudicate any dispute as a class arbitration or as a consolidated arbitration without the express consent of all the parties to any such dispute, and every arbitrator shall return a reasoned award in writing, setting forth the factual findings and legal conclusions that are the basis for the determination. In addition, no arbitrator shall have the power to modify any sanctions imposed by the Hong Kong International NRMP unless: (1) the arbitrator determines there is no basis in fact for a finding of violation; or (2) the arbitrator finds that the sanctions imposed by the NRMP are either arbitrary and capricious or outside the scope of potential sanctions set forth in this Agreement and the Violations Policy. Notice of the demand for arbitration must be filed in writing with all other parties to the arbitration and with the American Arbitration Centre (Association. A demand for arbitration in a matter that is covered by the “HKIAC”) Violations Policy must be made in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedViolations Policy. The seat arbitrator(s) must conduct all arbitration proceedings in the Office of the NRMP in Washington, DC or at such other location in Washington, DC as mutually agreed upon by the parties. Each party will share equally in the cost of arbitration, except that the party requesting arbitration shall be Hong Kongsolely responsible for paying the filing fee required by the AAA Standard Fee Schedule, including the Initial Filing Fee and the Case Service Fee, and the party requesting arbitration must further file the AAA form entitled “Demand for Arbitration – Commercial”. There The burden shall be three (3) arbitratorson the party requesting arbitration to demonstrate by clear and convincing evidence that an adverse decision by the NRMP was without basis-in-fact or in violation of this Agreement. The complainant and award by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedfinal. Judgment upon the award rendered may be entered in any court having jurisdiction thereof, so long as the arbitrator(s) acted in good faith. The arbitrator(s) may construe and interpret, but may not vary or ignore, the parties terms of this Agreement. The arbitrator(s) shall not be limited in their selection have the power to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint make an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent award that the HKIAC Rules are in conflict is inconsistent with the provisions of this Section 9.13, including the provisions concerning the appointment Agreement or with District of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationColumbia substantive law.

Dispute Resolution. Any disputeclaim, counterclaim, demand, cause of action, dispute or controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement (or any agreement delivered in connection with this Agreement) or the breach, termination or validity thereof, or in any way relating to the interpretation, breach, termination, validity subject matter of this Agreement involving the Parties or invalidity thereof, their representatives (each a "Dispute") shall be referred to resolved by final and binding arbitration upon the demand of either party to the dispute with notice (the “even if such Disputes allegedly are extra-contractual in nature, sound in contract, tort or otherwise, or arise under state or federal law. Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) conducted in accordance with the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect (the “HKIAC "Rules”) in force at the time when the Arbitration Notice is submitted"). The seat validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant hereto that are not covered by the Rules or the Act shall be Hong Kongdetermined by the arbitrators. In deciding the substance of the Parties' Dispute, the arbitrators shall follow the governing law. The arbitrators shall have no authority to award consequential, exemplary, or punitive damages of any type under any circumstances whether or not such damages may be available under applicable law or under the Rules, the Parties hereby waiving their right, if any, to recover any such damages. The arbitration proceeding shall be conducted and the award shall be rendered in New York, New York. There shall be three (3) neutral arbitrators. The complainant and Within fifteen (15) days of receipt by a Party of a copy of the respondent to such dispute demand for arbitration, each Party shall each select one arbitrator arbitrator. The two Party-appointed arbitrators shall select a third arbitrator, who shall serve as chair of the arbitral tribunal, within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the second arbitrator. Any arbitrator not timely selected in accordance with this agreement and the Rules shall be selected by the AAA in accordance with the Rules. To the fullest extent permitted by law, any arbitration proceeding and the arbitrators, this Section 9.13 ' award shall prevail. Each party to be maintained in confidence by the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyParties. The arbitral award of the arbitral tribunal shall be final and binding upon the parties theretoin writing, and shall state the prevailing party may apply to a court findings of competent jurisdiction for enforcement fact and conclusions of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.law upon which it is

Dispute Resolution. Any (a) The parties to this Agreement shall endeavor to resolve any dispute, claim, or controversy arising out of or claim relating to this Agreement (including, but not limited to, the negotiation, validity, performance breach or termination thereof) (each, a “Dispute”) arising out by non-binding mediation under the CPR Mediation Procedure then currently in effect. The mediator will be selected upon mutual agreement of the parties engaged in the Dispute (the “Disputing Parties”). Any Dispute which remains unresolved 30 days after the appointment of a mediator (or relating if the Disputing Parties are unable to this Agreement, or the interpretation, breach, termination, validity or invalidity thereofagree upon a mediator within 30 days after a Disputing Party notifies another Disputing Party of a Dispute in writing), shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre CPR Rules for Non-Administered Arbitration Rules Arbitration, Revised and Effective June 15, 2005 (the “HKIAC Rules”). A tribunal of three arbitrators will preside over any Dispute(s) (the “Tribunal”). Each Disputing Party shall appoint one arbitrator to the Tribunal or, if there are more than two Disputing Parties and the Company is one of the Disputing Parties, then the Company shall appoint one arbitrator and the other Disputing Parties shall jointly appoint one arbitrator. Within 30 days of the appointment of the second arbitrator, the two arbitrators appointed by the Disputing Parties shall appoint a third arbitrator, who shall chair the Tribunal (the “Chairperson”). In the event the arbitrators appointed by the Disputing Parties are unable to agree on the Chairperson, the Chairperson will be selected as provided in force at Rule 6 of the time when Rules. Under no circumstances shall the Arbitration Notice is submittedChairperson be either an American or Russian citizen. The seat place of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant New York, New York and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman language of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate be English. Upon the request of any Disputing Party, there shall be simultaneous translation of all communications with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedingsTribunal into English or Russian, subject only to any confidentiality obligations binding on such partyas the case may be. The award arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon or other enforcement of the arbitral tribunal shall award rendered by the Tribunal may be final and binding upon entered by the parties thereto, and U.S. District Court for the prevailing party may apply to a court Southern District of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationNew York.

Dispute Resolution. Any The Parties shall use their good faith efforts to resolve any dispute, controversy or claim (each, a “Dispute”) of any nature whatsoever arising out of or relating in relation to or in connection with these Terms and Conditions. To this Agreementend, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration Parties in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator promptly appoint representatives of appropriate standing who shall meet and attempt to resolve any dispute between them. In the event that an amicable settlement has not been reached within thirty (30) days after giving of the parties' representatives meeting as aforesaid, the following provisions of this clause 27 shall apply. Any dispute, difference or receiving the demand for arbitration question (the “Selection Period”). Such arbitrators dispute) whatsoever and howsoever arising out of or in connection with these Terms and Conditions, save as specifically provided herein, shall be freely selected, and referred for final determination to a single arbitrator to be appointed by agreement between the parties shall not be limited to the dispute or in their selection to default of any prescribed list. The chairman such agreement within seven (7) days of the HKIAC shall select the third arbitrator. If notification of any dispute by either party to the arbitration fails to appoint an arbitrator with the Selection Periodother then, the relevant appointment shall be made upon application by either party, by the chairman Chairman for the time being of the HKIACKenya Branch of the Chartered Institute of Arbitrators (the Institute). The arbitral proceedings Such arbitration shall take place in Nairobi and shall be conducted in Englishaccordance with the Rules of Arbitration of the Institute. To the extent that permissible by law the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final and binding upon the parties thereto, Parties and shall not be subject to any appeal. Nothing in this clause 27.2 shall restrict either Party's freedom to commence legal proceedings of any nature for the prevailing party may apply to a court purposes of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek seeking preliminary injunctive relief, if possible, relief or interim or conservatory measures from any court of competent jurisdiction pending the constitution final decision or award of any arbitrator. Clauses 27.1 and 27.2 are for the benefit of the arbitral Lender and the Agent only. As a result, neither the Lender nor the Agent shall be prevented from taking proceedings relating to a dispute in any court, tribunal, administrative body or other body with jurisdiction as it sees fit. During To the course extent allowed by law, the Lender or the Agent may take concurrent proceedings. These Terms and Conditions shall be governed by and construed in accordance with the laws of Kenya. SCHEDULE 1 ELIGIBILITY CRITERIA Parameter Requirement Type of Healthcare Provider The Healthcare Provider should fall under any one or more of the arbitral tribunal’s adjudication following categories: health post, dispensary, health center, clinic, nursing home, (district, county or country) hospital, laboratory, retail or wholesale pharmacy, diagnostic center, eye center, specialist health service or medical equipment supplier. Licensing The Healthcare Provider should be licensed Business registration The Healthcare Provider should have a current business operation permit (if applicable) Social relevance The Healthcare Provider should predominantly serve the low-income segment of the Disputepopulation Minimal outreach The Healthcare Provider should have a practice of at least 3,000 patient visits or at least 12,000 for a pharmacy per year Patient safety The Healthcare Provider should meet basic patient safety conditions, this Agreement shall continue that is, be clean, well maintained, and apply basic hygiene rules Quality improvement objective The Healthcare Provider should show commitment to be performed except improve quality Credit Reference Bureau The Healthcare Provider should not have a negative listing with respect to the part in dispute and under adjudicationone or more of Kenya’s Credit Reference Bureaus.

Dispute Resolution. Any disputeThe Parties hereto agree to use reasonable efforts to resolve any disputes arising out of or relating to this Agreement through consultation. In the event that the parties are unable to resolve a dispute arising hereunder within thirty (30) days after the issuance of notice with respect to the aforementioned consultation by any Party hereof to any other Party, controversy such dispute (including any dispute relating to the existence, validity, interpretation, performance, breach or claim (each, a “Dispute”) termination of this Agreement or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, ) shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled and finally resolved by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with under the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice notice of arbitration is submitted. The seat of arbitration shall be Hong Kong. There The number of arbitrators shall be three (3) arbitrators). The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. The governing law of this arbitration clause shall be the Laws of Hong Kong. The parties hereto agree that any award rendered by the arbitral tribunal may be enforced by any court having jurisdiction over the parties or over the parties’ assets wherever the same may be located. All fees, costs and expenses (including attorney’s fees and expenses) incurred by any Party in connection with the arbitration shall be borne by the losing Party, or the Party as designated by the tribunal. To the extent that the HKIAC Rules are any Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction or any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, execution of judgment or otherwise) with respect to itself or any of its assets, whether or not held for its own account, such Party hereby irrevocably and unconditionally waives and agrees not to plead or claim such immunity in conflict with the provisions any disputes arising out of or relating to this Agreement. Nothing in this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal 14.14 shall be final and binding upon the parties theretoconstrued as preventing any Party from seeking an injunction, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from temporary restraining order or other equitable relief in any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue pursuant to be performed except with respect to the part in dispute and under adjudicationSection 14.14.

Dispute Resolution. Any dispute, claim or controversy arising out of or claim relating to the PIIA and/or claims for misappropriation of trade secrets, breach of fiduciary duty or related tortious conduct, your breach of restrictive covenants, including non-competition or non-solicitation, shall (eachunless the Company elects arbitration) be brought and exclusively decided in the federal or state courts of the state where you principally reside and work, where you expressly agree to personal jurisdiction. All other disputes, claims or controversies between the parties shall be determined by arbitration in the state where you principally reside and work before a single arbitrator, who shall serve as a neutral, independent, and impartial arbitrator. The arbitration shall be administered by JAMS pursuant to its Employment Arbitration Rules and Procedures. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. This clause shall not preclude any party from seeking provisional relief, such as injunctive or similar non-monetary equitable relief, injunctive or similar nonmonetary equitable relief in a court of competent jurisdiction. No arbitration will be deemed commenced, nor will the time to respond to any arbitration demand begin to run unless and until a party serves a notice of intent to arbitrate in the same manner as a summons or by registered or certified mail. The Parties shall maintain the confidential nature of the arbitration proceeding and the award rendered by the arbitrators, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a “Dispute”) judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. For the purposes of Rule 6 of the JAMS Employment Arbitration Rules and Procedures, the Parties agree that if more than one arbitration is filed with JAMS arising out of or relating to this Agreement, the PIIA or (in each case) the interpretation, breach, termination, enforcement, interpretation or validity or invalidity thereof, shall be referred JAMS may consolidate such Arbitrations pursuant to arbitration upon Rule 6(e), notwithstanding the demand choice of either party to the dispute with notice (the “Arbitration Notice”) to the otherlaw governing each such agreement. The Dispute shall be settled by parties agree that each will bear their own costs and attorneys’ fees, except that the arbitration in Hong Kong by panel will have the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedauthority to award statutory prevailing party fees if applicable. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman decision of the HKIAC arbitrator shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall otherwise be final and binding upon on the parties, except as otherwise provided by law. The parties theretounderstand and agree that by entering into this agreement to arbitrate, and they are waiving the prevailing party may apply right to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationtrial by jury.

Dispute Resolution. Any disputeExcept as provided in Section 6(e) above and the last sentence of this paragraph to the fullest extent permitted by law, controversy the Company and the Participant agree to waive their rights to seek remedies in court, including but not limited to rights to a trial by jury. The Company and the Participant agree that any dispute between or claim (each, a “Dispute”) among them and/or their affiliates arising out of or of, relating to or in connection with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Award shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) resolved in accordance with a confidential two-step dispute resolution procedure involving: (a) Step One: non-binding mediation, and (b) Step Two: binding arbitration under the Hong Kong International Federal Arbitration Centre Administered Act, 9 U.S.C. § 1, et. seq., or state law, whichever is applicable. Any such mediation or arbitration hereunder shall be under the auspices of the American Arbitration Association (“AAA”) pursuant to its then current AAA Employment Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted). The seat of No arbitration shall be Hong Konginitiated or take place with respect to a given dispute if the parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the Step One mediation. There The mediation session(s) and, if necessary, the arbitration hearing shall be three (3) arbitratorsheld in the city/location selected by the Company in its sole discretion. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (if the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall dispute is not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made resolved by the chairman of the HKIAC. The arbitral proceedings mediation) shall be conducted by a single AAA arbitrator, selected by the Company in Englishits sole discretion. To Any award rendered by the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13arbitrator, including with respect to responsibility for AAA charges (including the provisions concerning the appointment costs of the arbitratorsmediator and arbitrator), this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties theretobinding, and the prevailing party judgment may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from entered on it in any court of competent jurisdiction. In the unlikely event the AAA refuses to accept jurisdiction pending over a dispute, the constitution Company and the Participant agree to submit to JAMS mediation and arbitration applying the JAMS equivalent of the arbitral tribunalRules. During If AAA and JAMS refuse to accept jurisdiction, or if the course Company concludes that but for this Award Agreement, multiple single plaintiff arbitration claims filed could have been brought as a class and/or collective action in state or Federal court, and the administrative fees for arbitrating those cases exceed $50,000, the Parties shall forego the use of AAA or JAMS. In that event, the arbitral tribunal’s adjudication of Parties shall meet and confer to select a mutually agreeable arbitrator. If the DisputeParties are unable to agree upon an arbitrator, then each Party shall select five (5) arbitrators to place on a list. Arbitrators placed on the list must be licensed to practice law in any state (or have previously been licensed and have always been and remain in good standing with their respective bar associations) and must have previously served as a neutral arbitrator for at least one dispute involving an employment matter. Each side shall alternate in striking an arbitrator from the list, with the last remaining arbitrator selected to adjudicate the matter. The Parties shall mutually agree or flip a coin to determine which party strikes first. Should the selected arbitrator have a conflict or otherwise refuse or be unable to serve, the arbitrator struck immediately prior shall serve as the arbitrator. The Rules, as amended by this Agreement Award Agreement, shall continue to be performed except with respect apply to the part in dispute and under adjudicationgreatest extent possible to the arbitration.

Dispute Resolution. Any dispute, controversy or claim difference between the Parties arising out of, in connection with or relating to this Agreement (each, a “Dispute”) arising out of or relating shall be resolved through arbitration pursuant to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Section 22.11. The arbitration shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration conducted in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongarbitration. There shall be three (3) arbitrators. The complainant Each of the following: (i) the claimant to the Dispute, or in the case of multiple claimants, all such claimants acting collectively (the “Claimant”) and (ii) the respondent to such dispute the Dispute, or in the case of more than one respondent, the respondents acting collectively (the “Respondent”) shall each select one arbitrator. The party commencing the arbitration shall nominate his arbitrator at the time of filing the demand for arbitration. The Respondent shall nominate his arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and neither the parties Claimant nor the Respondent shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. Each arbitrator shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with within the Selection Periodtime set forth above or if there are more than one Claimant or one Respondent and the Claimant (or Respondent as the case may be) fails to agree on the selection of the same arbitrator between themselves as provided above, the relevant appointment or selection shall be made by the chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To the extent that If the HKIAC Rules are in conflict with the provisions of this Section 9.13, 22.11 including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.13 22.11 shall prevail. Each party The arbitration tribunal shall decide any Dispute submitted by the Parties to the arbitration strictly in accordance with the substantive law of Hong Kong and shall cooperate with each not apply any other party substantive law. In making their award, the arbitrators shall have the authority to award attorney’s fees and other costs and expenses of the arbitration in making full disclosure of as they deem just and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyappropriate under the circumstances. The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing Parties, and the prevailing party any Party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute A Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any disputeIn any instance under Articles 5 or 16 hereof where Landlord has agreed that it will not unreasonably withhold its consent or approval and Tenant disputes the reasonableness of the withholding by Landlord of such consent or approval or in Article 23 to determine whether the conditions for reduction in the letter of credit amount have been satisfied, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of then either party to the may submit such dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled for resolution by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) City of Boston, Massachusetts in accordance with the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules (Expedited Procedures) of the “HKIAC Rules”) American Arbitration Association (the "AAA"), except that the terms of this Article shall supersede any conflicting or otherwise inconsistent rules. Unless Landlord and Tenant agree otherwise in force at writing, the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongconducted before one arbitrator appointed by the AAA. There Provided the rules and regulations of the AAA so permit, (i) the AAA shall, within two (2) business days after such submission or application, select a single arbitrator having at least ten (10) years' experience as a lawyer, real estate broker, accountant or financial executive involved in the leasing, operation or management of first-class office buildings in Boston, Massachusetts (or in the case of a dispute relating to alterations, delivery conditions or work, an arbitrator from the AAA construction industry panel), (ii) the arbitration shall commence two (2) business days thereafter and shall be limited to a total on ten hours on the date of commencement until completion, with each party having no more than a total of five hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party, and (iii) the arbitrator shall make a determination within three (3) arbitratorsbusiness days after the conclusion of the presentation of Landlord's and Tenant's cases, which determination shall be limited to a decision upon (A) whether Landlord acted reasonably in withholding its consent or approval, or (B) the specific dispute presented to the arbitrator, as applicable. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal 's determination shall be final and binding upon the parties theretoparties, and whether or not a judgment shall be entered in any court. All actions necessary to implement such decision shall be undertaken as soon as possible, but in no event later than ten (10) business days after the prevailing party may apply to a court of competent jurisdiction for enforcement rendering of such awarddecision. Any The arbitrator's determination may be entered in any court having jurisdiction thereof. Each party shall bear the expense of its own counsel and witnesses. Landlord and Tenant shall share equally all fees payable to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending AAA for services rendered in connection with the constitution resolution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationdispute.

Dispute Resolution. Any dispute, controversy or claim (each, The parties hereto hereby waive all rights to a “Dispute”) arising out of or trial by jury in any dispute relating to this Agreement. In the event of any dispute, controversy, claim or difference which arises out of or relates to this Agreement, including, without limitation, disputes about fees, services or performance of services hereunder, either party hereto may give written notice of an intention to submit such matter to binding arbitration unless the interpretation, breach, termination, validity matter is resolved within two weeks or invalidity thereof, such additional period of time as shall be referred to arbitration agreed upon by the demand parties hereto. If the matter cannot be resolved within such period through correspondence and mutual consultation of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute parties hereto, it shall be finally settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Rules of Civil Arbitration Centre Administered of the American Arbitration Rules Association (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”"AAA"). Such Each party shall select an arbitrator with expertise in managed care organizations and such arbitrators shall be freely selectedjointly select a third arbitrator or, and if such arbitrators cannot agree, the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC AAA shall select the third arbitrator; provided, however, that such third arbitrator shall not have a residence or office in the State of New Jersey. If either party to the arbitration fails to appoint select an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman within 20 days after service of the HKIACnotice of demand for arbitration, then the AAA shall select such arbitrator. The arbitral Arbitration proceedings shall be conducted held in Englishthe State of New Jersey unless otherwise agreed to by the parties in writing. To the extent that the HKIAC Rules are in conflict with the provisions The decision of this Section 9.13, including the provisions concerning the appointment a majority of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrators shall be final and binding upon the parties hereto, shall not be subject to appeal and shall deal with the question of costs of the arbitration and all matters related thereto. Judgment upon the award or decision rendered by the arbitrator may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial recognition of the arbitration award or an order of enforcement thereof, as the case may be. The agreement to arbitrate set forth in this Section 6.11 shall be specifically enforceable by the parties hereto, and the prevailing party may apply such parties shall acknowledge and agree that they intend that all disputes, controversies or claims of any kind covered by this Section 6.11, including disputes over whether and how to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute arbitrate, shall be entitled to seek preliminary injunctive relief, if possible, from any court arbitrated. This Section 6.11 shall survive termination of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationAgreement.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute under this Agreement, the Registration Rights Agreement or the interpretation, breach, termination, validity or invalidity thereof, Warrant shall be referred submitted to arbitration upon the demand of either party (including, without limitation, pursuant to the dispute with notice (the “Arbitration Notice”this Article IX) to the other. The Dispute and shall be settled by arbitration in Hong Kong finally and conclusively determined by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat decision of a board of arbitration shall be Hong Kong. There shall be consisting of three (3) arbitratorsmembers (the “Board of Arbitration”) selected as hereinafter provided. Each of the Indemnified Party and the Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnified Party. The complainant Board of Arbitration shall meet on consecutive business days in New York, New York or such other place as a majority of the members of the Board of Arbitration determines more appropriate, and shall reach and render a decision in writing (concurred in by a majority of the respondent members of the Board of Arbitration) with respect to such dispute the amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall each select one arbitrator within adopt and follow the rules and procedures of the American Arbitration Association. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days after giving or receiving following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, Indemnified Party and the parties shall not be limited in their selection to any prescribed listIndemnifying Party. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be Any decision made by the chairman Board of Arbitration (either prior to or after the HKIAC. The arbitral proceedings expiration of such thirty (30) calendar day period) shall be conducted final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in English. To the extent that the HKIAC Rules are in conflict with the provisions any court of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevailcompetent jurisdiction. Each party to the any arbitration shall cooperate with each other party bear its own expense in relation thereto, including but not limited to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto’s attorneys’ fees, if any, and the prevailing party may apply expenses and fees of the Board of Arbitration shall be paid initially one-half by each of the Indemnifying Party and the Indemnified Party, but then apportioned between the Indemnifying Party and the Indemnified Party in the same proportion as the portion of the related claim determined by the Board of Arbitration to a court of competent jurisdiction for enforcement be payable to the Indemnified Party bears to the portion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue claim determined not to be performed except with respect to the part in dispute and under adjudicationso payable.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongsubmitted in accordance with the HKIAC Rules. There shall be three one (31) arbitratorsarbitrator. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC Council shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment who shall be made by the chairman of the HKIACqualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13Section, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the governing laws as set forth in Section IV.7 hereof. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any disputeExcept as provided in Section 9(e) above and the last sentence of this paragraph to the fullest extent permitted by law, controversy the Company and the Participant agree to waive their rights to seek remedies in court, including but not limited to rights to a trial by jury. The Company and each Participant agree that any dispute between or claim (each, a “Dispute”) among them and/or their affiliates arising out of or of, relating to or in connection with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Plan shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) resolved in accordance with a confidential two-step dispute resolution procedure involving: (a) Step One: non-binding mediation, and (b) Step Two: binding arbitration under the Hong Kong International Federal Arbitration Centre Administered Act, 9 U.S.C. § 1, et. seq., or state law, whichever is applicable. Any such mediation or arbitration hereunder shall be under the auspices of the American Arbitration Association (“AAA”) pursuant to its then current AAA Employment Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted). The seat of No arbitration shall be Hong Konginitiated or take place with respect to a given dispute if the parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the Step One mediation. There The mediation session(s) and, if necessary, the arbitration hearing shall be three (3) arbitratorsheld in the city/location selected by the Company in its sole discretion. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (if the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall dispute is not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made resolved by the chairman of the HKIAC. The arbitral proceedings mediation) shall be conducted by a single AAA arbitrator, selected by the Company in Englishits sole discretion. To Any award rendered by the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13arbitrator, including with respect to responsibility for AAA charges (including the provisions concerning the appointment costs of the arbitratorsmediator and arbitrator), this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties theretobinding, and the prevailing party judgment may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from entered on it in any court of competent jurisdiction. In the unlikely event the AAA refuses to accept jurisdiction pending over a dispute, the constitution Company and each Participant agree to submit to JAMS mediation (formerly known as Judicial Arbitration and Mediation Services) and arbitration applying the JAMS equivalent of the arbitral tribunalAAA Rules. During If AAA and JAMS refuse to accept jurisdiction, or if the course Company concludes that but for this Award Agreement, multiple single plaintiff arbitration claims filed could have been brought as a class and/or collective action in state or Federal court, and the administrative fees for arbitrating those cases exceed $50,000, the Parties shall forego the use of AAA or JAMS. In that event, the arbitral tribunal’s adjudication of Parties shall meet and confer to select a mutually agreeable arbitrator. If the DisputeParties are unable to agree upon an arbitrator, then each Party shall select five (5) arbitrators to place on a list. Arbitrators placed on the list must be licensed to practice law in any state (or have previously been licensed and have always been and remain in good standing with their respective bar associations) and must have previously served as a neutral arbitrator for at least one dispute involving an employment matter. Each side shall alternate in striking an arbitrator from the list, with the last remaining arbitrator selected to adjudicate the matter. The Parties shall mutually agree or flip a coin to determine which party strikes first. Should the selected arbitrator have a conflict or otherwise refuse or be unable to serve, the arbitrator struck immediately prior shall serve as the arbitrator. The Rules, as amended by this Agreement Award Agreement, shall continue to be performed except with respect apply to the part in dispute and under adjudicationgreatest extent possible to the arbitration.

Dispute Resolution. Any All dispute, controversy or and/or claim arising out of and/or in connection with this Agreement (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon finally settled under the demand Rules of either party to the dispute with notice Arbitration (the “Arbitration NoticeRules”) to of the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre Chamber of Commerce (the “HKIACICC”) by three arbitrators appointed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (Rules, as modified hereby. Each Party shall appoint one arbitrator. The third arbitrator, who shall act as president of the “HKIAC arbitral tribunal, shall be jointly nominated by the other two arbitrators within 30 days of the confirmation of the second arbitrator. If the president of the arbitral tribunal is not nominated within this time period, such arbitrator shall be appointed in accordance with the Rules”) in force at the time when the Arbitration Notice is submitted. The seat or place of arbitration shall be Hong Kongin the Borough of Manhattan, New York, New York, USA. There The arbitration shall be three (3) arbitratorsconducted and the award shall be rendered in the English language. The complainant arbitrators will have no authority to award any damages prohibited by this Agreement and/or any remedy that could not have been awarded by a state or federal court located in the in the Borough of Manhattan, New York, New York, USA. The arbitrators’ decisions and awards shall be provided in writing and shall include the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving basis on which they are made. The award rendered by the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedfinal, non-appealable and binding on the parties shall not Parties and may be limited entered and enforced in their selection any court having jurisdiction over the Party against whom the award is being enforced and/or such Party’s assets. During any Dispute, each Party agrees to any prescribed listcontinue to perform its obligations under this Agreement if and until such performance is excused pursuant to the resolution of such Dispute. The chairman In addition, each Party hereby submits to the non-exclusive jurisdiction of the HKIAC shall select state and federal courts located in the third arbitrator. If either party Borough of Manhattan, New York, New York, USA for purposes of determining the arbitrability of any Dispute, causing such Party to the appear for and participate in such arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made and enforcing any award granted by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevailand each Party hereby submits to such jurisdiction. Each party to Notwithstanding the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefforegoing, if possibleLonza commits a Willful Breach, from Customer may, at its election, bring and maintain any claim against Lonza for such Willful Breach against Lonza in any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationjurisdiction.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall first be referred subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If, within thirty (30) days following the commencement of such consultation, the dispute cannot be resolved, the dispute may be submitted to arbitration at any time following such thirty (30) day period upon the demand request of either party any Party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother Parties. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and the parties Parties shall not be limited in their selection to any prescribed list. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in the State of New York. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To The arbitration tribunal shall apply the extent that Arbitration Rules of the HKIAC Rules in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 9.1317, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.13 17 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. All disputes between the Parties relating to this Agreement shall be resolved in the following order of preference: (i) by good faith negotiations between representatives of 3M, 3M IPC and XXXXX who have authority to fully and finally resolve the dispute; (ii) in the event such representatives are unable to resolve such dispute within a thirty (30) day period, either Party may invoke the provisions of this Section 10.7. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretationbreach thereof, breachincluding any question regarding this Agreement’s existence, termination, validity termination or invalidity thereofvalidity, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be and finally settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) binding arbitration, in accordance with the Hong Kong International rules of the American Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) Association in force at on the time when date the Arbitration Notice demand for arbitration is submittedfiled. The seat demand for arbitration may be filed by either Party within a reasonable time after the controversy or claim has arisen, but no later than after the date upon which institution of arbitration legal proceedings shall be Hong Kongbarred by the applicable statute of limitations. There shall be three (3) arbitrators. The complainant , each Party to designate one arbitrator and the respondent two Party-designated arbitrators to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party The Party initiating recourse to the arbitration fails to appoint shall include in its notice of arbitration its appointment of an arbitrator with the Selection Period, the relevant appointment arbitrator. The place of arbitration shall be made by the chairman of the HKIACDelaware. The language to be used in the arbitral proceedings shall be conducted in English. To Any determination by such arbitration shall be final and conclusively binding, and shall not include any damages expressly prohibited by Section 8.3. Judgment on the extent arbitral award may be entered in any court having jurisdiction thereof. All costs incurred in connection with such arbitration, including reasonable attorneys’ fees, shall be borne by the Party which incurs the costs; provided that a Party which is determined by the HKIAC Rules are arbitral tribunal to have been in conflict with willful default of the provisions of this Section 9.13Agreement shall bear all costs of arbitration. Nothing herein shall preclude either party from seeking injunctive relief to enforce specific performance under the contract or to prevent immediate, including irreparable harm to its interests. Portions of this Exhibit were omitted and have been filed separately with the provisions concerning the appointment Secretary of the arbitrators, this Section 9.13 shall prevail. Each party Commission pursuant to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award Company’s application requesting confidential treatment under Rule 24b-2 of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court Securities Exchange Act of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication1934.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.139.15, including the provisions concerning the appointment of the arbitrators, this Section 9.13 9.15 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute(a) With the sole and exclusive exceptions provided for in part (b) of this Section 3.9, controversy or claim (each, a “Dispute”) in the event of any dispute arising out of or relating to in connection with this Agreement, or the interpretationincluding any dispute regarding its existence, breach, terminationtermination or validity, validity or invalidity thereof, each Party shall have the right to have recourse to and shall be referred bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Agreement (including as to arbitration upon existence, breach, termination and validity) shall be finally settled under the demand Rules of either party to Arbitration of the dispute with notice International Chamber of Commerce (the “Arbitration NoticeRules”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) three arbitrators appointed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC said Rules”) in force at the time when the Arbitration Notice is submitted. The seat place of the pre-arbitral referee procedure and of the arbitration procedure shall be New York, New York, United States of America. The proceedings before the arbitral tribunal (including with respect to the Pre-Arbitral Referee Procedure) shall be governed by the Rules. The rules of law to be applied by the arbitral tribunal to the merits of the dispute shall be the rules of law of the State of New York. The language of the arbitration shall be Hong KongEnglish. There Evidence shall be three (3) arbitrators. The complainant provided in English and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators pleadings shall be freely selected, and the parties shall not be limited done in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACEnglish. The arbitral proceedings tribunal shall be conducted in English. To render its decision within six months from the extent that the HKIAC Rules are in conflict with the provisions date of this Section 9.13, including the provisions concerning the appointment signature of the arbitrators, this Section 9.13 shall prevailterms of reference. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The Any decision or award of the arbitral tribunal shall be final and binding upon the parties theretoto the arbitration proceeding. Without limiting the authority conferred on the arbitral tribunal by this Agreement and the Rules, the arbitral tribunal shall have the authority to award specific performance. The Parties waive to the extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. The Parties hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York sitting in the Borough of Manhattan, and the prevailing party may apply agree not to a court of competent jurisdiction for enforcement of raise any objection to venue in such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefcourt, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute enforcement of this Section 3.9(a) and under adjudicationany application to confirm, vacate or modify the decision or award of the arbitration tribunal. The Parties agree that, once confirmed, the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found.

Dispute Resolution. Any 23.1 The Parties shall endeavor to resolve any dispute, claim, or controversy arising out of or claim relating to this Agreement (including, but not limited to, the negotiation, validity, performance breach or termination thereof) (each, a “Dispute”) arising out by non-binding mediation under the CPR Mediation Procedure then currently in effect. The mediator will be selected upon mutual agreement of the parties engaged in the Dispute (the “Disputing Parties”). Any Dispute which remains unresolved 30 days after the appointment of a mediator (or relating if the Disputing Parties are unable to this Agreement, or the interpretation, breach, termination, validity or invalidity thereofagree upon a mediator within 30 days after a Disputing Party notifies another Disputing Party of a Dispute in writing), shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre CPR Rules for Non-Administered Arbitration Rules Arbitration, Revised and Effective June 15, 2005 (the “HKIAC Rules”). A tribunal of three arbitrators will preside over any Dispute(s) (the “Tribunal”). Each Disputing Party shall appoint one arbitrator to the Tribunal or, if there are more than two Disputing Parties and the Company is one of the Disputing Parties, then the Company shall appoint one arbitrator and the other Disputing Parties shall jointly appoint one arbitrator. Within 30 days of the appointment of the second arbitrator, the two arbitrators appointed by the Disputing Parties shall appoint a third arbitrator, who shall chair the Tribunal (the “Chairperson”). In the event the arbitrators appointed by the Disputing Parties are unable to agree on the Chairperson, the Chairperson will be selected as provided in force at Rule 6 of the time when Rules. Under no circumstances shall the Arbitration Notice is submittedChairperson be either an American or Russian citizen. The seat place of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant New York, New York and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman language of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate be English. Upon the request of any Disputing Party, there shall be simultaneous translation of all communications with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedingsTribunal into English or Russian, subject only to any confidentiality obligations binding on such partyas the case may be. The award arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon or other enforcement of the arbitral tribunal shall award rendered by the arbitrator may be final and binding upon entered by the parties thereto, and U.S. District Court for the prevailing party may apply to a court Southern District of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationNew York.

Dispute Resolution. Customer and MobileHR agree to arbitrate all disputes and claims that may arise out of this Agreement. Any disputearbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. If a claim, demand, disagreement, controversy or claim dispute (eachcollectively, a “Dispute”) arising out arises related to the making, enforceability, validity (including any issue of the authority or relating capacity of the persons agreeing to this Agreement), or the interpretationperformance, breach, terminationconstruction or interpretation of the Agreement, validity or invalidity thereofand if the Dispute cannot be settled through direct discussions, shall be referred the parties agree to arbitration upon the demand of either party to settle the dispute with notice by binding arbitration (the “Arbitration NoticeRequirement”) initiated by written notice by any party to the other. The Dispute shall others of the intent to arbitrate and the Dispute(s) to be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre arbitrated (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection PeriodArbitration”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English, held in New Jersey and administered by the American Arbitration Association (the “AAA”). To The parties shall agree on a single arbitrator. If the extent that parties cannot agree on a single arbitrator then each party shall designate one arbitrator within ten (10) business days of the HKIAC Rules are in conflict with receipt of the provisions Arbitration Notice and the two appointed arbitrators shall jointly designate a third arbitrator within ten (10) business days of their appointment who shall be the sole arbitrator. The failure of any party to make such appointment within ten (10) Business Days shall constitute a waiver of the right to appoint and the AAA shall make the appointment. The arbitrator shall, among other things, determine the validity, scope, interpretation and enforceability of this Section 9.13arbitration clause. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, including the provisions concerning the appointment of the arbitrators, this Section 9.13 Arbitration Requirement shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only not apply to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall claims by MobileHR for injunctive or equitable relief, which may be final and binding upon the parties thereto, and the prevailing party may apply to heard by a court of competent jurisdiction for enforcement in the state or federal courts of New Jersey, and both parties expressly consent to the personal jurisdiction and venue of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationcourt.

Dispute Resolution. Any disputeThe Parties hereto agree to use reasonable efforts to resolve any disputes arising out of or relating to this Agreement through consultation. In the event that the Parties are unable to resolve a dispute arising hereunder within thirty (30) days after the issuance of notice with respect to the aforementioned consultation by any Party hereof to any other Party, controversy such dispute (including any dispute relating to the existence, validity, interpretation, performance, breach or claim (each, a “Dispute”) termination of this Agreement or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, ) shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled and finally resolved by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with under the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice notice of arbitration is submitted. The seat of arbitration shall be Hong Kong. There The number of arbitrators shall be three (3) arbitrators). The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. The governing law of this arbitration clause shall be the Laws of Hong Kong. The parties hereto agree that any award rendered by the arbitral tribunal may be enforced by any court having jurisdiction over the parties or over the parties’ assets wherever the same may be located. All fees, costs and expenses (including attorney’s fees and expenses) incurred by any Party in connection with the arbitration shall be borne by the losing Party, or the Party as designated by the tribunal. To the extent that the HKIAC Rules are any Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction or any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, execution of judgment or otherwise) with respect to itself or any of its assets, whether or not held for its own account, such Party hereby irrevocably and unconditionally waives and agrees not to plead or claim such immunity in conflict with the provisions any disputes arising out of or relating to this Agreement. Nothing in this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal 10(d) shall be final and binding upon the parties theretoconstrued as preventing any Party from seeking an injunction, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from temporary restraining order or other equitable relief in any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue pursuant to be performed except with respect to the part in dispute and under adjudicationSection 10(d).

Dispute Resolution. Any The Parties will first attempt to settle each and every dispute, controversy controversy, or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice Agreement (the “Arbitration NoticeDisputes”) to the otherthrough good faith negotiations. The Any Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator not thus resolved within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and such other period as the parties shall not mutually agree in writing shall be limited resolved by binding arbitration conducted before a single “JAMS” arbitrator and that such binding arbitration shall be governed by the rules and procedures of JAMS for streamlined arbitrations. Such arbitration is to take place at JAMS’ offices in their selection to New York City as an “expedited” arbitration. In addition, any prescribed listclaims or counterclaims that may be raised shall be determined by the same binding arbitration procedure. The chairman Parties agree to be bound by the decision of the HKIAC shall select arbitrator, which the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall Parties agree may be made confirmed and enforced by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement law. The Parties agree to accept service of such awardan arbitral complaint or statement of claim in the manner by which notices may be delivered pursuant to this Agreement. Any party The arbitrator will be instructed to make a finding as to which Party is the Dispute substantially prevailing party, and that Party shall be entitled to reimbursement of its reasonable legal fees and costs, which fees shall be determined by the arbitrator. The arbitrator shall also award interest at no less than the statutory rate on any fee award running from the date on which the fees are determined to be owed. By signing this agreement, the Parties acknowledge understanding the written rules and procedures for streamlined JAMS arbitrations that are available at wxx.xxxxxxx.xxx/xxxxx-xxxxxxxxxxx- arbitration. Any party may seek preliminary injunctive relief, if possible, from relief in any court of competent jurisdiction pending to the constitution extent necessary to preserve the status quo during the pendency of final resolution of a Dispute or for any actions in aid of the aforesaid JAMS arbitration, pursuant to Section 4.7 or to confirm or reject the JAMS arbitral tribunalaward. During the course The statute(s) of limitation applicable to any Dispute shall be tolled upon initiation of the arbitral tribunal’s adjudication Dispute resolution procedures under this Section 6.4 and shall remain tolled until the Dispute is resolved under this Section 6.4. However, tolling shall cease if the aggrieved Party does not file a demand for arbitration of the DisputeDispute with JAMS within 30 days after good-faith negotiations have been terminated by either Party. The parties, this Agreement their representatives and participants, and the arbitrator shall continue to be performed hold the existence, contents, and results of the arbitration in confidence, except with respect to the part in dispute limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and under adjudicationaward.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”a) This Contract and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law and any dispute arising out of or relating to in connection with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Contract shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) London in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (the “HKIAC Rules”LMAA) in force Terms current at the time when the Arbitration Notice is submittedarbitration proceedings are commenced. The seat of reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall be Hong Kongappoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. There If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be three (3) arbitratorsbinding on both parties as if he had been appointed by Contract. The complainant and the respondent to such dispute Nothing herein shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and prevent the parties shall not be limited agreeing in their selection writing to any prescribed list. The chairman vary these provisions to provide for the appointment of the HKIAC shall select the third a sole arbitrator. If either party to In cases where neither the claim nor any counterclaim exceeds the sum of United States Dollars one hundred thousand (US$100,000) (or such other sum as the parties may agree) the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict accordance with the provisions of this Section 9.13, including LMAA Small Claims Procedure current at the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to time when the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationproceedings are commenced.

Dispute Resolution. Any dispute, In the event the Parties are unable to resolve any controversy or claim arising from this Agreement (each, a “Dispute”) arising out of or relating to this Agreement), or the interpretation, breach, termination, validity or invalidity thereof, shall be referred Parties will submit such Dispute to arbitration upon under the demand rules of either party to the dispute with notice (American Arbitration Association, as the “Arbitration Notice”) to same may be amended by mutual agreement of the otherParties. The Dispute shall be settled by arbitration submitted to an expert panel in Hong Kong the pertinent field for binding arbitration. Such expert panel may be mutually agreed by the Hong Kong International Arbitration Centre Parties, but if no such agreement is reached within ten (10) days after the “HKIAC”written notice from one Party to the other, then each Party shall promptly select one expert, and those two (2) in accordance with shall select a third expert, the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitratorsof whom shall comprise the expert panel. The complainant arbitrator(s) shall determine what discovery will be permitted, based on the principle of limiting the cost and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and time which the parties must expend on discovery; provided, the arbitrator(s) shall not be limited in their selection permit such discovery as they deem necessary to any prescribed list. The chairman achieve an equitable resolution of the HKIAC shall select the third arbitratordispute. If either party Both Parties will cooperate in providing fully to each other all requested information and documents relating to the arbitration fails proceedings, except for information and documents subject to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACany privilege. The arbitral place of any arbitration proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13New York, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by New York or such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of location as the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party Parties may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunalmutually agree. During the course of arbitration proceedings, except for the arbitral tribunal’s adjudication of the Disputematter that is in dispute and under arbitration, this Agreement shall continue to be performed except implemented by both Parties. Unless the expert panel for good cause determines otherwise, each Party shall bear one-half of the fees and expenses of the experts and shall bear its own costs and attorneys’ fees in connection with respect the arbitration proceeding; provided that the arbitrator(s) may in their discretion award to the part prevailing party the costs and expenses incurred by the prevailing party in dispute connection with the arbitration proceeding. The decision and/or award rendered by the arbitrator(s) shall be written, final and non-appealable and may be entered in any court of competent jurisdiction. The provisions of this subsection shall not prohibit either Party from seeking equitable relief to restrain any breach or threatened breach of this Agreement at any time in any court of competent jurisdiction as may be available to such Party under adjudicationthe laws and rules applicable in such jurisdiction. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal binding mandatory arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (located in the “Arbitration Notice”city in which the Corporation’s principal executive offices are based) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.133.4 of this Agreement and only in the event the Corporation has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 3 of this Agreement. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator’s determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Corporation and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive’s share of such expenses shall not exceed the maximum permitted by law. To the extent applicable, in accordance with Code Section 409A and Treasury Regulation 1.409A-3(i)(1)(iv)(A) or any successor thereto, any payments or reimbursement of arbitration expenses which the Corporation is required to make under the foregoing provision shall meet the requirements below. The Corporation shall reimburse the Executive for any such expenses, promptly upon delivery of reasonable documentation, provided, however, that all invoices for reimbursement of expenses must be submitted to the Corporation and paid in a lump sum payment by the end of the calendar year following the calendar year in which the expense was incurred. All expenses must be incurred within a 20-year period following the Separation from Service. The amount of expenses paid or eligible for reimbursement in one year under this Section 5.1 shall not affect the expenses paid or eligible for reimbursement in any other taxable year. The right to payment or reimbursement under this Section 5.1 shall not be subject to liquidation or exchange for another benefit. Any arbitration or action pursuant to this Section 5.1 shall be governed by and construed in accordance with the substantive laws of the State of Texas and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. The mandatory arbitration provisions of this Section 5.1 shall supersede in their entirety the X. X. Xxxxxx Alternative, a dispute resolution program generally applicable to employment terminations, any existing Binding Mandatory Arbitration Agreement between the Executive and the Corporation, and the prevailing JCPenney Rules of Employment Arbitration, in the limited context of claims regarding the enforcement of this Agreement. Any other claims shall be resolved by X. X. Penney Alternative, a dispute resolution program generally applicable to employment terminations, any existing Binding Mandatory Arbitration Agreement between Executive and the Corporation, and the JCPenney Rules of Employment Arbitration. Executive explicitly waives, and may not litigate, any multi-party claims or claims available in multi-party litigation, such as class actions. Notwithstanding the foregoing, the Corporation shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive’s covenants in Section 3 of this Agreement, but may apply to pursue its remedies, including temporary or permanent injunctive relief, for such breach in a court of competent jurisdiction for enforcement in the city in which the Corporation’s principal executive offices are based, or in the sole discretion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefCorporation, if possible, from any in a court of competent jurisdiction pending where the constitution Executive has committed or is threatening to commit a breach of the arbitral tribunal. During Executive’s covenants, and no arbitrator may make any ruling inconsistent with the course findings or rulings of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationsuch court.

Dispute Resolution. Any disputeExcept for waiver determinations that are final when made by the NRMP and not subject to arbitration, controversy judicial review, or claim (eachreview by any third party, a “Dispute”) as provided in this Agreement, all other disputes arising out of of, or relating to related to, the Specialties Matching Service, this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to arbitration upon between or among the demand of either party to NRMP and any applicant or program participating, or seeking participation, in the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Specialties Matching Service shall be settled by arbitration in Hong Kong accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (as modified below and excluding Procedures for Large, Complex Disputes), unless the parties to the dispute mutually agree otherwise. The arbitration hearing shall commence within six months of filing the demand for arbitration or at another time agreeable to the NRMP. Notwithstanding the foregoing, no arbitrator shall have power to adjudicate any dispute as a class arbitration or as a consolidated arbitration without the express consent of all the parties to any such dispute, and every arbitrator shall return a reasoned award in writing, setting forth the factual findings and legal conclusions that are the basis for the determination. In addition, no arbitrator shall have the power to modify any sanctions imposed by the Hong Kong International NRMP unless: (1) the arbitrator determines there is no basis in fact for a finding of violation; or (2) the arbitrator finds that the sanctions imposed by the NRMP are either arbitrary and capricious or outside the scope of potential sanctions set forth in this Agreement and the Violations Policy. Notice of the demand for arbitration must be filed in writing with all other parties to the arbitration and with the American Arbitration Centre (Association. A demand for arbitration in a matter that is covered by the “HKIAC”) Violations Policy must be made in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedViolations Policy. The seat arbitrator(s) must conduct all arbitration proceedings in the Office of the NRMP in Washington, DC or at such other location in Washington, DC as mutually agreed upon by the parties. Each party will share equally in the cost of arbitration, except that the party requesting arbitration shall be Hong Kongsolely responsible for paying the filing fee required by the AAA Standard Fee Schedule, including the Initial Filing Fee and the Case Service Fee, and the party requesting arbitration must further file the AAA form entitled “Demand for Arbitration – Commercial”. There The burden shall be three (3) arbitratorson the applicant or program to demonstrate by clear and convincing evidence that an adverse decision by the NRMP was without basis-in-fact or in violation of this Agreement. The complainant and award by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedfinal. Judgment upon the award rendered may be entered in any court having jurisdiction thereof, so long as the arbitrator(s) acted in good faith. The arbitrator(s) may construe and interpret, but may not vary or ignore, the parties terms of this Agreement. The arbitrator(s) shall not be limited in their selection have the power to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint make an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent award that the HKIAC Rules are in conflict is inconsistent with the provisions of this Section 9.13, including the provisions concerning the appointment Agreement or with District of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationColumbia substantive law.

Dispute Resolution. Any disputecontroversy, controversy claim or claim (each, a “Dispute”) dispute arising out of or relating to this Agreement, or including the interpretation, breach, termination, validity termination or invalidity thereof, thereof (a "Dispute") shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be definitively settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) arbitration, in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules provisions on arbitration found in the Code of Civil Procedure of Qu#bec (the “HKIAC Rules”"CCP"). Prior to resorting to arbitration, the parties shall refer the Dispute to the Chairman of the Board of BioChem and a director of CliniChem who has not been appointed by BioChem for attempted resolution of such Dispute. The party wishing to initiate negotiations shall send to the other party a notice of negotiation, briefly identifying the object of the dispute. If the parties fail to resolve a dispute within thirty (30) days of receipt by the second party of such notice of negotiation, each party shall then have the right to refer such dispute to arbitration, unless the parties agree in force at the time when the Arbitration Notice is submittedwriting to extend such thirty (30) day negotiation period. The seat of arbitration shall be Hong Kongin Montreal and the proceedings shall be in English. There shall be three (3) arbitrators. The complainant Each party shall appoint one arbitrator, and the respondent two (2) arbitrators thus appointed shall designate the third arbitrator within fifteen (15) days of the appointment of the second arbitrator. The third arbitrator shall serve as President of the arbitral tribunal. Should a party fail to designate an arbitrator within the delay specified in the applicable provisions of the CCP, such dispute arbitrator shall each select one be appointed by the highest ranking officer of the Quebec National and International Commercial Arbitration Centre ("Centre"). The two (2) arbitrators thus appointed shall designate the third arbitrator within fifteen (15) days of the appointment of the second arbitrator, failing which the third arbitrator shall be designated by the Centre. The arbitral tribunal shall render any final award or decision within thirty (30) days after giving or receiving following the demand for arbitration (completion of evidence and argument on substantive issues in dispute between the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listparties. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made parties recognize and agree that any award rendered by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon on the parties theretowho hereby expressly waive, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute fullest extent permitted by law, all rights of appeal or recourse to any court. The apportionment of costs of any arbitration pursuant to this agreement shall be entitled left to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution discretion of the arbitral tribunal. During Nothing in this article has the course effect, or should be interpreted as having the effect of limiting the right of one of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.parties to

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) difference between the Parties arising out of of, in connection with or relating to to, this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved through arbitration. The arbitration upon shall be conducted in Shanghai under the demand auspices of either party to the dispute with notice Shanghai Sub-Commission of China International Economic and Trade Arbitration Commission (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIACCIETAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (arbitration rules of the “HKIAC Rules”) CIETAC in force effect at the time when of the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongarbitration. There shall be three (3) arbitrators. The complainant Each of the following: (i) the claimant to the dispute, or in the case of multiple claimants, all such claimants acting collectively, and (ii) the respondent to such dispute the Dispute, or in the case of more than one respondent, the respondents acting collectively, shall each select one arbitrator. The party commencing the arbitration shall nominate his arbitrator at the time of filing the demand for arbitration. The respondent shall nominate his arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and neither the parties claimant nor the respondent shall not be limited in their selection to any prescribed list. The chairman of the HKIAC CIETAC shall select the third arbitrator. Each arbitrator shall be qualified to practice law in New York. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within the Selection Periodtime set forth above, the relevant appointment shall be made by the chairman of the HKIACCIETAC. The arbitral arbitration proceedings shall be conducted in EnglishChinese. To In making their award, the extent that arbitrators shall have the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment authority to award attorney’s fees and other costs and expenses of the arbitrators, this Section 9.13 shall prevail. Each party to arbitration as they deem just and appropriate under the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partycircumstances. The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing parties, and the prevailing any party may apply to a court of competent jurisdiction for enforcement of such award. Any The parties shall cooperate and use their respective reasonable best efforts to take all actions reasonably required to facilitate the prompt enforcement in the PRC or in any other jurisdiction of any arbitration award made by the tribunal. A party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute, controversy or claim (each, If a “Dispute”) arising dispute arises out of or relating to this Agreement, the Government and the Supplier shall attempt to agree to a settlement in good faith. If a dispute is not resolved by the Parties, either the Government or the interpretationSupplier may at any time give notice to the other in writing that they wish to refer the dispute to mediation. The mediation shall be conducted by a mediator appointed upon mutual agreement of the Parties, breachor if no agreement can be reached, terminationthen by the President of the Chartered Institute of Arbitrators (Bermuda Branch). If agreement cannot be reached through the Mediator, validity then the dispute may be determined, upon mutual agreement between the Parties, to have the dispute settled by arbitration. The arbitration shall by a single arbitrator appointed upon mutual agreement of the Parties or invalidity thereofby the President of the Chartered Institute of Arbitrators (Bermuda Branch). The provisions of the Arbitration Xxx 0000, as amended from time to time, shall be referred apply. Notwithstanding the forgoing, no person shall he appointed to arbitration upon act as a mediator or arbitrator who is in any way interested, financially or otherwise, in the demand performance of either party to duties hereunder or the dispute with notice (business affairs of the “Arbitration Notice”) to the otherSupplier. The Dispute decision and award of the arbitrator shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be delivered within three (3) arbitrators. The complainant and months of his or her appointment, unless otherwise agreed between the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedparties, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon on the parties thereto, Parties and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from enforceable in any court of competent jurisdiction pending the constitution jurisdiction. Nothing in this Section prevents or in any way restricts either party from seeking specific performance, injunctive relief or any other form of the arbitral tribunalequitable remedy. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement The Parties shall continue to perform their respective obligations during the dispute resolution process set out in this Section, unless and until this Agreement is terminated in accordance with its terms. The costs of the arbitration, including administrative and arbitrators’ fees, shall be performed shared equally by the Parties and each Party shall bear its own costs and attorneys’ and witness’ fees incurred in connection with the arbitration unless the arbitrator determines that it is equitable to allocate such costs and fees differently and so orders in rendering judgment. In rendering judgment, the arbitrators may not provide for punitive or similar exemplary damages. The arbitration proceedings and the decision shall not be made public without the joint consent of the Parties and each Party shall maintain the confidentiality of such proceedings and decision unless otherwise permitted by the other Party, except with respect to the part in dispute and under adjudicationas otherwise required by applicable law or statutes.

Dispute Resolution. Any disputeThe Parties hereto agree to use reasonable efforts to resolve any disputes arising out of or relating to this Agreement through consultation. In the event that the parties are unable to resolve a dispute arising hereunder within thirty (30) days after the issuance of notice with respect to the aforementioned consultation by any Party hereof to any other Party, controversy such dispute (including any dispute relating to the existence, validity, interpretation, performance, breach or claim (each, a “Dispute”) termination of this Agreement or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, ) shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled and finally resolved by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with under the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice notice of arbitration is submitted. The seat of arbitration shall be Hong Kong. There The number of arbitrators shall be three (3) arbitrators). The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. The governing law of this arbitration clause shall be the Laws of Hong Kong. The parties hereto agree that any award rendered by the arbitral tribunal may be enforced by any court having jurisdiction over the parties or over the parties’ assets wherever the same may be located. All fees, costs and expenses (including attorney’s fees and expenses) incurred by any Party in connection with the arbitration shall be borne by the losing Party, or the Party as designated by the tribunal. To the extent that the HKIAC Rules are any Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction or any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, execution of judgment or otherwise) with respect to itself or any of its assets, whether or not held for its own account, such Party hereby irrevocably and unconditionally waives and agrees not to plead or claim such immunity in conflict with the provisions any disputes arising out of or relating to this Agreement. Nothing in this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal 10.4 shall be final and binding upon the parties theretoconstrued as preventing any Party from seeking an injunction, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from temporary restraining order or other equitable relief in any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue pursuant to be performed except with respect to the part in dispute and under adjudicationSection 10.4.

Dispute Resolution. Any dispute, Each of the Parties hereto irrevocably (i) agrees that any dispute or controversy or claim (each, a “Dispute”) arising out of, relating to, or concerning any interpretation, construction, performance or breach of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration to be held in Hong Kong which shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when of the Arbitration Notice is submitted. The seat commencement of arbitration shall be the arbitration, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong KongKong in any such arbitration. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and the parties Parties shall not be limited in their selection to any prescribed list. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral proceedings arbitration shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment The decision of the arbitratorsarbitration tribunal shall be final, this Section 9.13 shall prevailconclusive and binding on the Parties to the arbitration. Each party Judgment may be entered on the arbitration tribunal’s decision in any court having jurisdiction. The Parties to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award pay an equal share of the arbitral tribunal shall be final costs and binding upon the parties theretoexpenses of such arbitration, and each Party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party may apply to a court of competent jurisdiction for enforcement of Party in any such award. Any party to the Dispute arbitration shall be entitled to seek preliminary injunctive recover from the non-prevailing Party its reasonable costs and attorney fees. The Parties acknowledge and agree that, in addition to contract damages, the arbitrator may award provisional and final equitable relief, if possibleincluding injunctions, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Disputespecific performance, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationlost profits.

Dispute Resolution. Any dispute, controversy or claim (each, If a “Dispute”) arising out of or dispute arises between the Parties relating to this (i) the interpretation or performance of the Agreement; or (ii) the grounds for the termination of the Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred Parties agree to arbitration upon the demand of either party to the dispute with notice convene a Dispute Resolution Committee (the “Arbitration NoticeCommittee”) ), consisting of two EXACT representatives with decision-making authority and two LABCORP representatives with decision-making authority to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. Either Party may request the convening of a Committee by written notice to the otherother Party. The Dispute A Committee shall be settled by arbitration convene for an initial meeting within forty-five (45) days of such written notice. If the Parties have not succeeded in Hong Kong by negotiating a resolution of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator dispute, within thirty (30) days after giving or receiving the demand initial meeting of the Committee, the dispute shall be submitted for binding arbitration under the then current Commercial Rules of the American Arbitration Association (the “Selection PeriodAAA”). Such arbitrators arbitration shall be freely selectedheld in Dover, and the parties shall not be limited in their selection to any prescribed listDelaware. The chairman Parties shall select three (3) arbitrators from a list of seven (7) arbitrators provided by the AAA. The Parties shall bear the costs of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of equally unless the arbitrators, this Section 9.13 shall prevail. Each party pursuant to their right, but not their obligation, require the arbitration shall cooperate with each other party non-prevailing Party to bear all or any unequal portion of the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyprevailing Party’s costs. The award arbitrators shall make decisions in accordance with applicable Federal and Delaware law and the factual evidence presented. The decision of the arbitral tribunal arbitrators shall be final and binding upon may be sued on or enforced by the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from Party in whose favor it runs in any court of competent jurisdiction pending at the constitution option of the arbitral tribunalsuccessful Party. During the course The arbitrators will be instructed to prepare and deliver a written, reasoned opinion conferring their decision. The rights and obligations of the arbitral tribunal’s adjudication Parties to arbitrate any dispute relating to the interpretation or performance of this Agreement or the grounds for the termination thereof shall survive the expiration or termination of this Agreement for any reason. Nothing in this Agreement prevents either Party from seeking equitable relief at any time to prevent irreparable harm or for specific enforcement of the Disputeterms of this Agreement, except that no equitable relief shall be sought to prevent or avoid arbitration under the terms of this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationAgreement.

Dispute Resolution. Any dispute, dispute or controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement or the Bank Agreement, or both, or the interpretationinterpretation or termination of this Agreement or the Bank Agreement, breach, termination, validity or invalidity thereofboth (“Dispute”), shall be resolved or settled by arbitration before a single arbitrator pursuant to the Rules for Commercial Arbitration of the American Arbitration Association (the “Rules”). Arbitration may be commenced at any time by a Party’s giving written notice to the other Party and to the Issuing Bank that a Dispute has been referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the otherunder this Section 26. The Dispute location and arbitrator shall be settled selected by arbitration in Hong Kong by agreement of the Hong Kong International Arbitration Centre Parties, but if they do not so agree within twenty (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (3020) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman date of the HKIAC shall select notice referred to in the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Periodsecond preceding sentence, the relevant appointment selection shall be made by the chairman American Arbitration Association pursuant to the Rules. Any award rendered by the arbitrator shall be conclusive and binding upon the Parties. This provision for arbitration shall be specifically enforceable by either of the HKIACParties, and judgment upon the arbitration award may be entered and enforced in any court having jurisdiction over the Parties or their respective assets, it being the intent of the Parties that these arbitration provisions be enforced to the fullest extent permitted by applicable law. The arbitral proceedings Each of the Parties shall pay its own expenses of arbitration (including, without limitation, those of its own counsel and witnesses), and the expenses of the arbitrator shall be conducted shared equally by the Parties (and, if the dispute involves Issuing Bank, also shared equally by the Issuing Bank under the Bank Agreement); except that if, in Englishthe opinion of the arbitrator, any claim or any defense or objection thereto was unreasonable, the arbitrator may assess, as part of his or her award, all or part of the arbitration expenses of the other Party (including, without limitation, its reasonable attorneys’ fees) and of the arbitrator against the Party asserting that unreasonable claim, defense, or objection. To Nothing in this Section 26 precludes a Party from applying to a court having jurisdiction to (a) seek provisional or temporary injunctive relief, in response to an actual or threatened breach of this Agreement or otherwise to avoid irrevocable damage or maintain the extent that the HKIAC Rules are in conflict with status quo, until a final arbitration decision or award is rendered or a Dispute is otherwise resolved or (b) enforce the provisions of this Section 9.1326. Nothing in this Section 26 precludes the Parties from resolving a Dispute by agreement at any time. EXHIBIT B MUTUAL NON-DISCLOSURE AGREEMENT THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), including dated as of December 12th, 2008, is between NetSpend Corporation, a Delaware corporation, with offices at 000 Xxxxxx Xxxxxx, xxxxx 0000, Xxxxxx, Xxxxx 00000 (“NetSpend”), and JTH Tax Inc., a Delaware corporation, d/b/a “Liberty Tax Service” with offices at 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxx, Xxxxxxxx 00000 (“Liberty”), and is entered into to ensure the provisions concerning the appointment protection and preservation of the arbitratorsconfidential and/or proprietary nature of information that the Parties (as hereinafter defined) contemplate disclosing to one another in order to consider possible strategic transactions involving one or more issuing banks (the “Transaction”). As used in this Agreement, this Section 9.13 shall prevail. the Party disclosing Confidential Information (as hereinafter defined) is the “Disclosing Party” and the Party receiving the Confidential Information is the “Receiving Party.” Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of NetSpend and providing complete access to all information Liberty and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal their respective subsidiaries and affiliates shall be final referred to herein individually as a “Party” and binding upon collectively as the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication“Parties.”

Dispute Resolution. Any dispute, controversy The Parties shall attempt in good faith to resolve any dispute or claim (each, a “Dispute”) between them arising out of or relating to this AgreementAgreement (“Dispute”) promptly by negotiations between executives or other representatives of the Parties with authority to resolve the Dispute. If a Dispute should arise, such representatives shall confer in person or by telephone at least once and attempt to resolve the interpretation, breach, termination, validity or invalidity thereof, matter. Such conference shall take place within ten (10) days of a written request therefor at a mutually agreed time and location (if the conference shall be referred in person). If the Dispute is not settled within thirty (30) days of the conference or time to arbitration upon confer described above, either Party may submit the demand of either party to the dispute with notice (the “Arbitration Notice”) to the otherDispute for arbitration. The Dispute shall be finally settled by arbitration in Hong Kong by under the Hong Kong International Rules of Arbitration Centre (the “HKIACRules”) in accordance with of the Hong Kong International Arbitration Centre Administered Arbitration Rules Chamber of Commerce (the “HKIAC RulesICC”) in force at the time when the Arbitration Notice is submitted). The seat place of the arbitration shall be Hong KongNew York. The language of the arbitration shall be English. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select , one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators of whom shall be freely selectedappointed by each of the Parties in accordance with the Rules, and the parties third of whom shall not be limited in their selection to any prescribed listappointed by the ICC. The chairman arbitrator appointed by the ICC shall act as the chairperson of the HKIAC arbitrating body. The arbitrators shall select decide the third arbitrator. If either party matters in the Dispute in accordance with the laws of the State of New York, without reference to the conflict of laws rules thereof or the United Nations Convention on Contracts for the International Sale of Goods. The arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by commenced and shall proceed according to the chairman of Rules, except as otherwise provided herein. Any Confidential Information disclosed in the HKIAC. The arbitral proceedings arbitration shall be conducted in English. To subject to the extent that the HKIAC Rules are in conflict with the confidentiality provisions of this Section 9.13Agreement. Any time period specified in the Rules shall be extended or accelerated upon the Parties’ written agreement. At the request of either Party, including all time periods specified in the provisions concerning Rules may, at the appointment discretion of the arbitrators, be accelerated or extended to the extent necessary to comply with the timetables specified in the Rules or for the reasonable management of the arbitration. The procedures specified in this Section 9.13 15.3 shall prevail. Each party be the sole and exclusive procedures for the resolution of Disputes; provided, however, that a Party may, in addition or as an alternative to seeking interim relief from the arbitration shall cooperate with each ICC, seek injunctive or other party provisional judicial relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm or to preserve the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partystatus quo. The award decision of the arbitral tribunal arbitrators shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party on all Parties to the Dispute shall arbitration. Judgment upon any award rendered by the arbitrators may be entitled to seek preliminary injunctive relief, if possible, from entered by any court of competent having jurisdiction pending over the constitution Party against whom enforcement is sought. Each of the arbitral tribunal. During Parties hereby consents, for the course benefit of the arbitral tribunal’s adjudication other Party, to the service of process by certified or registered mail or by an express delivery service providing a return receipt at its address set forth for notices herein. While the Disputeprocedures set forth above are being followed, this Agreement the Parties shall continue to perform their respective obligations under this Agreement. Each Party shall bear its own costs and fees, including attorneys’ fees and expenses, in connection with the arbitration, except that the arbitrators shall be performed except with respect empowered to assess costs and fees against any Party who the part arbitrators find to have acted in dispute and under adjudicationbad faith or to have maintained a frivolous position in the arbitration.

Dispute Resolution. Any dispute, dispute or controversy arising under or claim (each, a “Dispute”) arising out of or relating to in connection with this Agreement, or Consultant’s engagement by the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Company shall be settled exclusively by arbitration confidential, final and binding arbitration, administered by JAMS in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) Wilmington, Delaware in accordance with the Hong Kong International JAMS Streamlined Arbitration Centre Administered Arbitration Rules and Procedures (the “Streamlined Rules”) then in effect, in accordance with this Section 14, except as otherwise prohibited by any nonwaivable provision of applicable law or regulation or except as expressly excluded in a written agreement signed by Consultant and the Company. The Parties desire and agree that any arbitration proceedings shall be conducted before an arbitrator who is on the JAMS register of arbitrators and who is selected pursuant to the Streamlined Rules (the “HKIAC RulesArbitrator”) as expeditiously as possible and acknowledge that expeditious arbitration is in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman interest of the HKIAC shall select the third arbitratorparties. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings Discovery shall be conducted in Englishaccordance with the Streamlined Rules. To the extent The Parties hereby agree that the HKIAC Rules are Arbitrator shall construe, interpret and enforce this Agreement in conflict accordance with its express terms, and otherwise in accordance with the provisions of this governing law as set forth in Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail13. Each party to Judgment may be entered on the arbitration shall cooperate with each other party to award in any court having jurisdiction, provided, however, that the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute Company shall be entitled to seek preliminary injunctive relief, if possible, from a restraining order or injunction in any court of competent jurisdiction pending the constitution to prevent any continuation of any violation of the arbitral provisions of this Agreement and Consultant hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Within 20 days of the conclusion of the arbitration hearing, the Arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the Arbitrator shall be valid, binding, final and enforceable by any court of competent jurisdiction and it is mutually agreed that the parties waive to the fullest extent permitted by law any rights to appeal or to review of any award rendered by the Arbitrator by any court or tribunal. During The Company shall pay all administrative fees, and the course fees and expenses of the arbitral tribunal’s adjudication Arbitrator, to the extent that such fees and expenses exceed the amount that you would have incurred to file a claim in court. In the event action is brought pursuant to this Section 14, the Arbitrator shall have authority to award fees and costs to the prevailing party, in accordance with applicable law. If in the opinion of the DisputeArbitrator there is no prevailing party, this Agreement or the arbitrator does not elect to award fees and costs to the prevailing party, then each party shall continue pay its own attorney’s fees and expenses. The parties shall maintain the confidential nature of the arbitration proceeding, except as may be necessary in connection with a court application for a preliminary remedy, a court action to challenge or enforce any award rendered by the Arbitrator, or as otherwise required by law or judicial decision. Notwithstanding the foregoing or anything herein to the contrary, the Company shall be performed except entitled to seek temporary and/or permanent injunctive or other equitable relief in any court of competent jurisdiction with respect to the part restrictive covenants contained in dispute and under adjudicationthis Agreement. CONSULTANT AND THE COMPANY EXPRESSLY WAIVE THEIR RESPECTIVE RIGHT TO A JURY TRIAL. FURTHER, CONSULTANT AND THE COMPANY WAIVE ANY CONSTITUTIONAL OR OTHER RIGHTS TO BRING CLAIMS COVERED BY THIS AGREEMENT OTHER THAN IN THEIR INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW, THIS WAIVER INCLUDES THE ABILITY TO ASSERT CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Dispute Resolution. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES THE SUBMISSION OF ANY DISPUTED CLAIM TO ARBITRATION. Any disputeand all claims, controversy disputes or claim controversies of any nature whatsoever (eachwhether in contract, a “Dispute”tort, or otherwise, including statutory, common law, fraud, other intentional tort, property and equitable claims) arising out of of, relating to, or relating to in connection with (1) this Agreement, (2) the relationships which result from this Agreement, including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement or this arbitration provision or (3) the validity, scope or enforceability of this arbitration provision or the interpretation, breach, termination, validity or invalidity thereof, entire Agreement (“Claim”) shall be referred resolved, on an individual basis without resort to any form of class action or class arbitration, by final and binding arbitration upon before a single arbitrator. (Notwithstanding the demand Dispute Resolution provision of either party this contract, You may, at Your option, still take Your Claim to the dispute with notice (the “Arbitration Notice”small claims court, on an individual, non-class action basis, instead of requesting an arbitration.) to the other. The Dispute All arbitration shall be settled by arbitration in Hong Kong administered by the Hong Kong International American Arbitration Centre Association (the “HKIACAAA”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration its Wireless Industry Rules (the “HKIAC Rules”) and Procedures in force effect at the time when the Arbitration Notice Claim is submittedfiled. The seat Rules and Procedures, as well as forms and information on arbitration in general may be obtained by calling (000) 000-0000, or by visiting AAA’s Web site at xxx.xxx.xxx. Any arbitration which You attend will take place at a location within the federal judicial district that includes Your billing address at the time the Claim is filed. Upon written request, We will advance to You either all or part of the fees of the AAA and of the arbitrator. The arbitrator will decide whether You or We will ultimately be responsible for these fees. The arbitrator shall apply relevant, substantive law and applicable statutes of limitation and shall provide written reasoned findings of fact and conclusions of law. This arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be Hong Konggoverned by the Federal Arbitration Act, 9 U.S.C. Sections 1, et. There shall be three (3) arbitratorsseq. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving If any portion of this arbitration provision is deemed invalid or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedunenforceable, and the parties it shall not be limited in their selection to any prescribed list. The chairman invalidate the remaining portions of the HKIAC shall select the third arbitratorarbitration provision. If either party to the arbitration fails to appoint an arbitrator with the Selection PeriodYOU AND WE UNDERSTAND AND AGREE THAT BECAUSE OF THIS ARBITRATION CLAUSE NEITHER YOU NOR WE WILL HAVE THE RIGHT TO GO TO COURT, the relevant appointment shall be made by the chairman of the HKIACOR TO HAVE A JURY TRIAL, OR TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13YOU MAY, including the provisions concerning the appointment of the arbitratorsHOWEVER, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedingsAT YOUR OPTION, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationPURSUE YOUR CLAIM ON AN INDIVIDUAL BASIS IN SMALL CLAIMS COURT INSTEAD OF REQUESTING ARBITRATION.

Dispute Resolution. 16.8 The Parties shall make their best efforts to settle amicably through consultation any dispute arising in connection with the performance or interpretation of any provision hereof. Any dispute, controversy dispute that has not been settled through such consultation within thirty (30) days after a Party has notified the other Party that it wishes to enter into consultation to resolve a dispute or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall may be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by at the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedrequest of and by any Party. The seat Parties in dispute shall each appoint one arbitrator and the two arbitrators so appointed shall designate a third arbitrator. If one of the disputing Parties does not appoint its arbitrator within fourteen (14) days after the first appointment, or if the two arbitrators once appointed fail to appoint the third within fourteen (14) days after the appointment of the second arbitrator, the appointing authority shall be the American Arbitration Association HKIAC that shall appoint an independent arbitrator who does not have any financial interests in the dispute, controversy or claim. All decisions and awards by the ad hoc arbitration tribunal shall be made by majority vote, shall be in writing with an explanation of the reasoning for the decision or award. The place of arbitration shall be Hong Kong. There The arbitration tribunal shall conduct the arbitration in accordance with the arbitration rules of the United Nations Commission on International Trade Law of 1976 The English language shall be three (3) arbitratorsthe official language used in the arbitral proceedings. The complainant All hearing materials, statements of claim or defence, awards and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators reasons supporting them shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted written in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The Any award of the arbitral arbitration tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply parties. The right to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, arbitrate disputes under this Agreement shall continue to survive the termination of this Agreement. The arbitral proceedings shall be performed except with respect confidential and any hearing before the arbitral tribunal shall be held in camera. All such proceedings, the documentation and information relevant to the part proceedings (to the extent treated as confidential by any Party), the award and the reasons for the award shall be kept confidential by the parties and shall not be disclosed except as may be permitted under Section 13. Nothing in dispute and under adjudication.this Section 16.8 applies to or restricts in any way:

Dispute Resolution. Any disputeIf the Senior Officers are not able to agree on the resolution of a Disputed Matter within the Resolution Period, controversy or claim then, if a Party wishes to pursue further resolution of such Disputed Matter, such Party shall notify the other Party of its intent within one hundred and twenty (each, a “Dispute”120) arising out days of or relating to the end of the Resolution Period and such Disputed Matter shall be finally resolved by binding arbitration in accordance with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Section 14.3 (Dispute Resolution). Such Disputed Matter shall be referred to and finally resolved by arbitration upon under the demand International Chamber of either party to the dispute with notice Commerce (the “Arbitration NoticeICC”) to the other. The Dispute shall be settled Rules, as then in effect, by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat a tribunal of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant seat and legal place of the arbitration shall be in New York City, New York. Each Party shall nominate one arbitrator and the respondent to such dispute third arbitrator shall each select one arbitrator be nominated by the two Party-nominated arbitrators within thirty fifteen (3015) days after giving or receiving the demand for second arbitrator’s appointment. If a Party does not nominate its arbitrator within fifteen (15) days following the expiry of the allotted period, then such arbitrator shall be appointed by the ICC in accordance with its rules. Any arbitrator appointed by the ICC shall have at least ten (10) years’ experience in the industry, with experiential understanding of drug discovery, Development and Commercialization. The arbitration (shall be conducted, and all documents submitted to the “Selection Period”). Such arbitrators shall be freely selectedbe, in English. Each Party shall bear its own legal costs for its counsel and other expenses, and the parties Parties shall not be limited equally share the costs of the arbitration; provided that the arbitral tribunal shall have the discretion to provide that the losing party is responsible for all or a portion of such arbitration and legal costs, in their selection to any prescribed listsuch case the arbitral award will so provide. The chairman arbitrators shall have no power to award damages excluded pursuant to Section 11.3 (Limitation of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyLiability). The award of the arbitral tribunal shall be final and binding upon the parties thereto, Parties and the prevailing party Parties undertake to carry out any award without delay. Judgment on the award may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from entered in any court of competent jurisdiction pending jurisdiction. Except to the constitution extent necessary to confirm, enforce, or challenge an award of the arbitration, to protect or pursue a legal right, or as otherwise required by Applicable Law or regulation or securities exchange, neither Party nor any arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. Notwithstanding anything to the contrary in the foregoing, in no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy, or claim would be barred by the applicable New York statute of limitations. Any disputes concerning the propriety of the commencement of the arbitration shall be finally settled by the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. FCRC and Showboat acknowledge that this Restated Agreement calls for their cooperation with regard to coordination of the construction and use of the Combined Service Drive. Accordingly, should such cooperation with respect to any one issue not result in an agreement between FCRC and Showboat as to how to resolve that issue, FCRC and Showboat are herein providing for a methodology to resolve as expeditiously and economically as possible any disputes which cannot be determined by their cooperation. Any such dispute which cannot be resolved by FCRC and Showboat shall be conclusively determined by an arbitration panel consisting of one arbitrator selected by Showboat, one by FCRC and a third selected by the first two arbitrators ("the Panel"). In any instance of this Restated Agreement where arbitration is specified for the resolution of a dispute, controversy or claim (eachthe party requesting arbitration shall do so by giving notice to that effect to the other party, a “Dispute”) arising out specifying in said notice the nature of or relating to this Agreementthe dispute, or the interpretation, breach, termination, validity or invalidity thereof, and said dispute shall be referred to determined by three arbitrators designated as hereinafter provided. The party requesting arbitration upon shall designate in its notice requesting such arbitration an arbitrator, giving his/her name and address. The other party shall, within ten days after the demand effective date of either party such notice, designate by notice to the dispute with notice (the “Arbitration Notice”) to the otherparty requesting such arbitration a second arbitrator, giving his/her name and address. The Dispute two arbitrators so designated shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) ten days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman effective date of the HKIAC shall select notice designating the second arbitrator designate a third arbitrator. If either a party to who has the arbitration fails right to appoint an arbitrator with pursuant to the Selection Periodpreceding sentence fails or neglects to do so, then the relevant appointment shall be made other party (or if the two arbitrators appointed by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13parties fail to appoint a third arbitrator when required hereunder, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such then either party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party ) may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending to appoint such arbitrator. The three arbitrators shall proceed promptly to the constitution resolution of the arbitral tribunaldispute. During The arbitrators shall conduct the course arbitration in accordance with the Commercial Rules of the arbitral tribunal’s adjudication American Arbitration Association (or successor organization) then in effect. Upon selection of the DisputePanel to make a determination under this Restated Agreement, this Agreement and upon acceptance by the Panel of that responsibility, the following procedure shall continue to be performed except with respect to the part in dispute and under adjudication.apply:

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal binding mandatory arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (located in the “Arbitration Notice”city in which the Corporation’s principal executive offices are based) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.133.4 and only in the event the Corporation has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 3. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator’s determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Corporation and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive’s share of such expenses shall not exceed the maximum permitted by law. To the extent applicable, in accordance with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv)(A) or any successor thereto, any payments or reimbursement of arbitration expenses which the Corporation is required to make under the foregoing provision shall meet the requirements below. The Corporation shall reimburse the Executive for any such expenses, promptly upon delivery of reasonable documentation, provided, however, all invoices for reimbursement of expenses must be submitted to the Corporation and paid in a lump sum payment by the end of the calendar year following the calendar year in which the expense was incurred. All expenses must be incurred within a 20 year period following the Separation from Service. The amount of expenses paid or eligible for reimbursement in one year under this Section 5.1 shall not affect the expenses paid or eligible for reimbursement in any other taxable year. The right to payment or reimbursement under this Section 5.1 shall not be subject to liquidation or exchange for another benefit. Any arbitration or action pursuant to this Section 5.1 shall be governed by and construed in accordance with the substantive laws of the State of Texas and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. The mandatory arbitration provisions of this Section 5.1 shall supersede in their entirety the X.X. Xxxxxx Alternative, a dispute resolution program generally applicable to employment terminations, any existing Binding Mandatory Arbitration Agreement between Executive and the Corporation, and the prevailing JCPenney Rules of Employment Arbitration. Executive explicitly waives, and may not litigate, any multi-party claims or claims available in multi-party litigation, such as class actions. Notwithstanding the foregoing, the Corporation shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive’s covenants in Section 3, but may apply to pursue its remedies, including injunctive relief, for such breach in a court of competent jurisdiction for enforcement in the city in which the Corporation’s principal executive offices are based, or in the sole discretion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefCorporation, if possible, from any in a court of competent jurisdiction pending where the constitution Executive has committed or is threatening to commit a breach of the arbitral tribunal. During Executive’s covenants, and no arbitrator may make any ruling inconsistent with the course findings or rulings of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationsuch court.

Dispute Resolution. Any disputecontroversy, controversy dispute or claim (each, a “Dispute”) arising out of or relating in any way to this Agreement, Agreement or the interpretation, breach, termination, validity other agreements contemplated hereby or invalidity thereofthe transactions arising hereunder or thereunder that cannot be resolved by negotiation pursuant to paragraph (a) above, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled exclusively by binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) Kong., and in accordance with the Hong Kong International Arbitration Centre Administered current Commercial Arbitration Rules (of the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedInternational Chamber of Commerce. The seat parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of arbitration shall be Hong Kongthis contract. There shall be three (3) arbitrators. The complainant In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC turn shall select the a third arbitrator. If either The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided, that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountants and other experts), plus interest, to the prevailing party to the extent that in the judgment of the arbitrator it is fair to do so. No pre-arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment discovery shall be made permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the chairman arbitration hearing. The arbitrator shall render his or her award within 90 days of the HKIACconclusion of the arbitration hearing. The arbitral proceedings shall be conducted Notwithstanding anything to the contrary provided in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party 4.7 and without prejudice to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedingsabove procedures, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing either party may apply to a any court of competent jurisdiction for enforcement of temporary injunctive or other provisional judicial relief if such awardaction is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitration panel is convened and available to hear such party's request for temporary relief. Any party to The award rendered by the Dispute arbitrator shall be entitled final and not subject to seek preliminary injunctive reliefjudicial review, if possible, from and judgment thereon may be entered in any court of competent jurisdiction pending the constitution jurisdiction. Any monetary award will be made and payable in U.S. dollars free of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationany tax or other deduction.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereofhereof, shall be referred to arbitration upon the demand of either party to the dispute Dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute Dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with within the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.139.12, including the provisions concerning the appointment of the arbitrators, this Section 9.13 9.12 shall prevail. Each party to the arbitration shall cooperate with each the other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such the other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any Either party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any dispute, controversy or claim (each, Where the parties are unable to resolve a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with this Agreement the Hong Kong parties, upon agreement, may submit such dispute for resolution by arbitration. The tribunal shall consist of a sole arbitrator appointed by agreement between the parties or failing such agreement by the Appointments Committee of the Chartered Institute of Arbitrators, Bermuda Branch. The procedure to be followed shall be that as laid down in the Bermuda International Conciliation and Arbitration Centre Administered Xxx 0000 and the UNCITRAL Arbitration Rules (the “HKIAC Rules”) presently in force at the time when the Arbitration Notice is submittedforce. The seat place of arbitration shall be Hong KongBermuda and Bermuda law shall apply. There The language of the arbitration shall be English. The decision and award of the arbitrator shall be delivered within three (3) arbitrators. The complainant and months of his or her appointment, unless otherwise agreed between the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedparties, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon on the parties thereto, Parties and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from enforceable in any court of competent jurisdiction pending the constitution jurisdiction. Nothing in this section prevents or in any way restricts either party from seeking specific performance, injunctive relief or any other form of the arbitral tribunalequitable remedy. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement The parties shall continue to perform their respective obligations during the dispute resolution process set out in this section, unless and until this Agreement is terminated in accordance with its terms. The costs of the arbitration, including administrative and arbitrators’ fees, shall be performed shared equally by the parties and each party shall bear its own costs and attorneys’ and witness’ fees incurred in connection with the arbitration unless the arbitrator determines that it is equitable to allocate such costs and fees differently and so orders in rendering judgment. In rendering judgment, the arbitrators may not provide for punitive or similar exemplary damages. The arbitration proceedings and the decision shall not be made public without the joint consent of the parties and each party shall maintain the confidentiality of such proceedings and decision unless otherwise permitted by the other party, except as otherwise required by applicable law or statutes. SCHEDULE 1 This appendix is incorporated into the Agreement. Capitalized terms used but not defined in this appendix will have the meanings given to them in the Agreement. If a term in this appendix conflicts with respect a term in the Agreement, the provisions of this appendix will prevail to the part in dispute and under adjudicationextent of such conflict.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) dispute arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be Agreement (hereinafter referred to arbitration upon the demand of either party to the dispute with notice (the as a “Arbitration NoticeDispute”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules dispute resolution procedures provided in this Agreement, unless otherwise agreed in writing by the Concessionaires. A Concessionaire may commence the dispute resolution process under this Agreement by giving written notice to the other Concessionaires of a Dispute in accordance with Article 18 (the hereinafter referred to as a “HKIAC RulesNotice of Dispute”) in force at the time when the Arbitration Notice is submitted). The seat Notice of arbitration Dispute shall be Hong Kong. There shall be three (3) arbitrators. The complainant state the Concessionaires to the Dispute, the nature of the Dispute, and the respondent relief requested. Within thirty (30) days of receipt of a Notice of Dispute, senior executives of the Concessionaires with authority to such dispute settle the Dispute shall each select one arbitrator meet in Geneva, Switzerland, in an effort to reach an amicable settlement of all or part of the Dispute. If for any reason the Dispute has not been resolved by an agreement in writing within thirty (30) days after giving or receiving of receipt of a Notice of Dispute, the demand Dispute (save for arbitration (the “Selection Period”). Such arbitrators any matter referred to a sole expert as provided in Article 19.2(H) shall be freely selectedsubmitted to arbitration in accordance with UNCITRAL Rules . The place of any arbitration under these provisions shall be Geneva, Switzerland, the administrative law of the arbitration shall be Swiss law and the substantive law of the arbitration shall be Mozambique law, and the parties language of arbitration shall be English. Insofar as practicable, the Concessionaires shall continue to implement the terms of this Joint Operating Agreement, notwithstanding the initiation of arbitral proceedings and any pending disputes. Neither any arbitrator nor the Chairman of the arbitration tribunal, as applicable, shall be of the same nationality as any Concessionaire. The provisions set out in this Article 19.2 shall survive termination of this Agreement. Any award or a decision, including an interim award or decision, in arbitral proceedings pursuant to this Article 19.2, shall be binding on the Concessionaires and judgment thereon may be entered in any court having jurisdiction for that purpose. Each Party that now or after has the right to claim sovereign immunity for itself or any of its assets, hereby irrevocably waives any defences based upon sovereign immunity including any claim in respect of arbitration proceedings and expert determinations commenced pursuant to this Agreement and any proceedings in aid of arbitration or of enforcement of any such award or decision including, without limitation, immunity from service of process and from the jurisdiction of any court. Parties in this clause 19.2 shall be understood to include each Person comprising the Concessionaire under the EPCC. The Concessionaires may agree that a matter in dispute of a technical nature not be limited in their selection involving interpretation of law or the application of this Agreement (or with respect to any prescribed listother matter which the Concessionaires may otherwise agree to so refer) shall be referred to an expert appointed in accordance with this Article 19.2 (H) by a Concessionaire giving notice to such effect pursuant to Article 18. Such notice shall contain a statement describing the dispute and all relevant information associated therewith. A sole expert shall be an independent and impartial person of international standing with relevant qualifications and experience and not of the same nationality as any Concessionaire appointed pursuant to the mutual agreement of the Concessionaires and selected and appointed by the Concessionaires. Any sole expert appointed shall act as an expert and not as an arbitrator or mediator and shall be instructed to endeavour to resolve the dispute referred to him within thirty (30) days of his appointment but in any event within sixty (60) days of his appointment. Upon the selection of the sole expert, the Concessionaire receiving the notice of referral above shall submit its own statement containing all information it considers relevant with respect to the matter in dispute. The chairman decision of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal sole expert shall be final and binding upon and not subject to any appeal, save for fraud, corruption or evident partiality. If the parties theretoConcessionaires are unable to agree on the appointment of a sole expert within twenty (20) days after a Concessionaire has received a notice of referral under this Article the sole expert shall be selected by the ICC Centre for Expertise and the person so selected shall be appointed by the Concessionaires. The sole expert shall decide the manner in which any determination is made, including whether the Concessionaires shall make oral or written submissions and arguments, and the prevailing party Concessionaires shall co-operate with the sole expert and provide such documentation and information as the sole expert may apply to request. All correspondence, documentation and information provided by a court of competent jurisdiction for enforcement of such award. Any party Concessionaire to the Dispute sole expert shall be entitled copied to the other Concessionaire, and any oral submissions to the sole expert shall be made in the presence of all Concessionaires and each Concessionaire shall have a right of response. The sole expert may obtain any independent professional or technical advice as the sole expert considers necessary. The English version of this Agreement signed by the Concessionaires shall be used as the official translation in any determination by the sole expert. The fees and expenses of a sole expert appointed under the provisions of Article 19.2.J shall be borne equally by the Concessionaires. The Concessionaires hereby agree not to exercise any right to institute proceedings to set aside any interim or final arbitral award made pursuant to this Article 19.2, except nothing in this Article 19.2.L shall be read or construed as imposing any limitation or constraint on either Concessionaires’ right to seek preliminary injunctive relief, if possible, from to nullify any court of competent jurisdiction pending the constitution of the such interim or final arbitral tribunal. During the course of the award rendered by an arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect tribunal pursuant to the part in dispute and under adjudicationaccordance with the procedure provided in the arbitration law at the seat of arbitration.

Dispute Resolution. Any disputeExcept for Bimini’s right to specific performance provided in Section 2.2.2 which may be enforced (including in the first instance) in a Court of law, controversy or claim (each, a “Dispute”) all disputes arising out of or relating to in connection with this Agreement, or the interpretation, breach, termination, validity any relationship created by or invalidity thereofin accordance with this Agreement, shall be referred to arbitration upon finally settled under the demand Rules of either party to the dispute with notice American Arbitration Association (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) by three arbitrators. Judgment on the award rendered by the panel of arbitrators shall be binding upon the Parties and may be entered in force at the time when the Arbitration Notice is submittedany court having jurisdiction thereof. Bimini shall nominate one arbitrator and Cytori shall nominate one arbitrator. The seat arbitrators so nominated by Bimini and Cytori, respectively, shall jointly nominate the third arbitrator within fifteen (15) days following the confirmation of arbitration arbitrators nominated by Bimini and Cytori. If the arbitrators nominated by Bimini and Cytori cannot agree on the third arbitrator, then such third arbitrator shall be Hong Kongselected as provided in the Rules. There The place of the arbitration and all hearings and meetings shall be three (3) arbitratorsChicago, USA for the Standalone Fat Transplantation Products and Puregraft Products and San Diego, CA for the Celution Products, unless the Parties to the arbitration otherwise agree. The complainant arbitrators may order pre-hearing production or exchange of documentary evidence, and may require written submissions from the respondent relevant Parties hereto, but may not otherwise order pre-hearing depositions or discovery. The arbitrators shall apply the laws of Illinois as set forth in Section 4.1; provided, however, that the Federal Arbitration Act shall govern. The language of the arbitral proceedings shall be English. The arbitrators shall not issue any award, grant any relief or take any action that is prohibited by or inconsistent with the provisions of this Agreement. No arbitration pursuant to this Section 4.2 shall be commenced until the Party intending to request arbitration has first given thirty (30) days written notice of its intent to the other Party, and has offered to meet and confer with one or more responsible executives of such dispute shall each select other Party in an effort to resolve the dispute(s) described in detail in such written notice. If one arbitrator or more responsible executives of the other Party agree, within thirty (30) days after giving or receiving receipt of such written notice, to meet and confer with the demand for requesting Party, then no arbitration (the “Selection Period”). Such arbitrators shall be freely selectedcommenced until the Parties have met and conferred in an effort to resolve the dispute(s), and or until sixty (60) days has elapsed from the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by date such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationwritten notice has been given.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute in connection with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to arbitration upon resolved through friendly negotiation between the demand of either party to Parties. If the dispute with is not resolved through negotiation within sixty (60) calendar days after one Party has served a written notice (on the “Arbitration Notice”) to other Parties requesting the other. The Dispute commencement of negotiation, then the Parties shall be settled refer and submit the dispute for final resolution by arbitration in Hong Kong by to the Hong Kong International Arbitration Centre Center (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules of the United Nations Commission on International Trade Law (the “HKIAC UNCITRAL Arbitration Rules”) as at present in force at save as the time when same may be amended by this Agreement and the UNCITRAL Arbitration Notice is submittedRules shall be construed accordingly. The seat place of arbitration shall be Hong Kong. There The arbitration shall be settled by three (3) arbitrators. The complainant Ansonia, Xxxxx and LLC as one side, and Chery, Wuhu Chery as the respondent to such dispute other side shall each select separately appoint one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (time stipulated in the “Selection Period”). Such arbitrators shall be freely selectedUNCITRAL Arbitration Rules, and failing which the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by HKIAC. The third arbitrator, who will act as the chairman of presiding arbitrator, shall be appointed by the HKIAC. The arbitral appointing authority shall be the HKIAC. The language of the arbitration proceedings shall be conducted English, provided that either Party may introduce evidence or testimony in languages other than English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral arbitration tribunal shall will be final and binding upon on each of the parties thereto, Parties and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefenforced, if possiblenecessary, from in any court of competent jurisdiction pending jurisdiction. The costs of arbitration including attorneys’ fees shall be borne by the constitution of losing Party unless otherwise decided in the arbitral tribunalaward. During In any arbitration proceeding or legal proceeding to enforce an arbitral award, in any other legal action between the course Parties relating to this Agreement, each Party waives the defense of sovereign immunity and any other defense solely based upon the arbitral tribunal’s adjudication fact or allegation that it is a political subdivision, agency or instrumentality of a sovereign state. IN WITNESS of which the DisputeParties have executed and delivered this document on the date first written above. ANNEXURE A Form of LLC Loan Agreement ANNEXURE B Form of LLC-Qoros Loan Agreement ANNEXURE C Form of Initial Wuhu Chery-Qoros Loan Agreement ANNEXURE D Form of Qoros Security Agreement ANNEXURE E Form of Assignment Agreement SIGNATURES QOROS AUTOMOTIVE CO., this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationLTD. /s/ Authorized Signatory Name: Company Seal: QUANTUM (2007) LLC By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager XXXXX HOLDINGS LTD. By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: CEO WUHU CHERY AUTOMOBILE INVESTMENT CO., LTD /s/ Xxxx Xxxxx Authorized Signatory Name: Xxxx Xxxxx Company Seal: CHERY AUTOMOBILE LIMITED /s/ Yin Tongyue Authorized Signatory Name: Yin Tongyue Company Seal: ANSONIA HOLDINGS SINGAPORE B.V. By /s/ Xxxxx Ducau Name: Xxxxx Ducau

Dispute Resolution. Any The Subscriber and the Company will first attempt to settle each and every dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, Agreement (“Disputes”) through good faith negotiations. Any Dispute not thus resolved within 30 days or such other period as the interpretation, breach, termination, validity or invalidity thereof, parties shall mutually agree in writing shall be referred to resolved by binding arbitration upon the demand of either party to the dispute with notice (the conducted before a single “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of JAMS” arbitrator and that such binding arbitration shall be Hong Konggoverned by the rules and procedures of JAMS for streamlined arbitrations. There Such arbitration is to take place at JAMS’ offices in the City of Denver, as an “expedited” arbitration. In addition, any claims or counterclaims that that may be raised shall be three (3) arbitratorsdetermined by the same binding arbitration procedure. The complainant and All parties agree to be bound by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman decision of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall which we agree may be made confirmed and enforced by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement law. All parties agree to accept service of such awardan arbitral complaint or statement of claim in the manner by which notices may be delivered pursuant to this Agreement. Any The arbitrator will be instructed to make a finding as to which party to is the Dispute substantially prevailing party, and that party shall be entitled to reimbursement of its reasonable legal fees and costs, which fees shall be determined by the arbitrator. The arbitrator shall also award interest at no less than the statutory rate on any fee award running from the date on which the fees are determined to be owed. By signing this Agreement, each of the parties acknowledges that he, she or it has read the written rules and procedures for streamlined JAMS arbitrations which are available at xxx.xxxxxxx.xxx/xxxxx-xxxxxxxxxxx-xxxxxxxxxxx. Notwithstanding the foregoing, any party may seek preliminary equitable or injunctive relief, if possible, from relief in any court of competent jurisdiction pending the constitution jurisdiction. The statute(s) of limitation applicable to any Dispute shall be tolled upon initiation of the arbitral tribunalDispute resolution procedures under this Section 12 and shall remain tolled until the Dispute is resolved under this Section 12. During However, tolling shall cease if the course aggrieved party does not file a demand for arbitration of the arbitral tribunal’s adjudication Dispute with JAMS within 30 days after good faith negotiations have been terminated by either party. The parties, their representatives and participants and the arbitrator shall hold the content and result of the Disputearbitration in confidence, this Agreement shall continue to be performed except with respect to the part in dispute limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and under adjudicationaward.

Dispute Resolution. Any dispute19.1 Except as provided in Section 19.3 concerning Intellectual Property Issues, controversy any and all controversies or claim (each, a “Dispute”) claims of any nature arising out of or relating to this Agreement, Agreement or the interpretation, breach, termination, termination or validity or invalidity thereof, whether based on contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory (the "Claim") shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled resolved solely and exclusively by arbitration in Hong Kong by the Hong Kong International Arbitration Centre CPR Institute for Dispute Resolution (the “HKIAC”"CPR") in accordance with the Hong Kong International Arbitration Centre provisions of this paragraph and the CPR Rules for Non-Administered Arbitration Rules (to the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedextent such rules do not conflict with this paragraph and Agreement. The seat Respondent's notice of defense shall be served upon the Claimant within ten (10) days after the Respondent receives (in the case of an arbitration commenced against AT&T, notice of arbitration shall not be Hong Kongdeemed received unless it references this Agreement and is sent to AT&T's General Attorney Network Services, with copy to the persons to whom any notices under this Agreement must be sent, if any) the notice of arbitration (the date of receipt of notice of arbitration being "Commencement"). There The arbitration shall be conducted by one (1) arbitrator mutually selected by the Parties from a CPR Panel. If the Parties cannot mutually agree upon the arbitrator within fifteen (15) days after Commencement, the Parties shall notify CPR and an arbitrator knowledgeable in the legal and technical aspects of the Claim shall be appointed by CPR within twenty-five (25) days of Commencement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense and, if depositions are required, each Party shall be limited to three (3) arbitratorsdepositions of no longer than three (3) hours each. The complainant Parties shall disclose source code if the arbitrator decides that the award may depend upon the analysis of such source code. If the arbitrator decides to hold an evidentiary hearing, each party's presentation of its case, including its direct and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators rebuttal testimony, shall be freely selected, and the parties shall not be limited in their selection to any prescribed listthree (3) days. The chairman of arbitrator shall issue an order preventing the HKIAC shall select the third arbitrator. If either party Parties, CPR and any other participants to the arbitration fails from disclosing to appoint an arbitrator with any third party any information obtained via the Selection Periodarbitration, including discovery documents, evidence, testimony and the relevant appointment award except as may be required by law. All requests for injunctive relief shall be made decided by the chairman of the HKIAC. The arbitral proceedings shall arbitrator; provided, however, that requests for temporary injunctive relief may be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply submitted to a court of competent jurisdiction for enforcement of pursuant to Section 21.1 if the arbitrator has not yet been appointed. The arbitrator shall have the authority to modify any injunctive relief granted by such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationa court.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (located in the “Arbitration Notice”city in which the Corporation’s principal executive offices are based) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.133.4 and only in the event the Corporation has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 3. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator’s determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Corporation and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive’s share of such expenses shall not exceed the maximum permitted by law. To the extent applicable, in accordance with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv)(A) or any successor thereto, any payments or reimbursement of arbitration expenses which the Corporation is required to make under the foregoing provision shall meet the requirements below. The Corporation shall reimburse the Executive for any such expenses, promptly upon delivery of reasonable documentation, provided, however, all invoices for reimbursement of expenses must be submitted to the Corporation and paid in a lump sum payment by the prevailing party end of the calendar year following the calendar year in which the expense was incurred. All expenses must be incurred within a 20 year period following the Separation from Service. The amount of expenses paid or eligible for reimbursement in one year under this Section 5.1 shall not affect the expenses paid or eligible for reimbursement in any other taxable year. The right to payment or reimbursement under this Section 5.1 shall not be subject to liquidation or exchange for another benefit. Executive Termination Pay Agreement – [Executive’s Name] Any arbitration or action pursuant to this Section 5.1 shall be governed by and construed in accordance with the substantive laws of the State of Texas and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. The mandatory arbitration provisions of this Section 5.1 shall supersede in their entirety the X.X. Xxxxxx Alternative, a dispute resolution program generally applicable to employment terminations. Notwithstanding the foregoing, the Corporation shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive’s covenants in Section 3, but may apply to pursue its remedies, including injunctive relief, for such breach in a court of competent jurisdiction for enforcement in the city in which the Corporation’s principal executive offices are based, or in the sole discretion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefCorporation, if possible, from any in a court of competent jurisdiction pending where the constitution Executive has committed or is threatening to commit a breach of the arbitral tribunal. During Executive’s covenants, and no arbitrator may make any ruling inconsistent with the course findings or rulings of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationsuch court.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (located in the “Arbitration Notice”city in which the Corporation’s principal executive offices are based) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.133.4 and only in the event the Corporation has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 3. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator’s determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Corporation and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive’s share of such expenses shall not exceed the maximum permitted by law. To the extent applicable, in accordance with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv)(A) or any successor thereto, and any payments or reimbursement of arbitration expenses which the prevailing party may apply Corporation is required to a court make under the foregoing provision shall meet the requirements below. The Corporation shall reimburse the Executive for any such expenses, promptly upon delivery of competent jurisdiction reasonable documentation, provided, however, all invoices for enforcement reimbursement of such award. Any party expenses must be submitted to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending Corporation and paid in a lump sum payment by the constitution end of the arbitral tribunalcalendar year following the calendar year in which the expense was incurred. During All expenses must be incurred within a 20 year period following the course Separation from Service. The amount of expenses paid or eligible for reimbursement in one year under this Section 5.1 shall not affect the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue expenses paid or eligible for reimbursement in any other taxable year. The right to be performed except with respect to the part in dispute and payment or reimbursement under adjudication.this

Dispute Resolution. Any disputeIn the event of any dispute or disagreement between the parties hereto as to the interpretation of any provision of this Agreement (or the performance of obligations hereunder), controversy the matter, upon written request of any party, shall be referred to representatives of the parties for decision. The representatives shall promptly meet, in good faith, with the assistance of a third-party mediator who has previously practice law as a litigator. If the representatives do not agree upon a decision within thirty (30) calendar days after reference of the matter to the mediator, any controversy, dispute or claim (each, a “Dispute”) arising out of or relating in any way to this Agreement, Agreement or the interpretation, breach, termination, validity or invalidity thereof, transactions arising hereunder shall be referred to settled exclusively by arbitration upon in Memphis, Tennessee. Such arbitration shall be administered by JAMS in accordance with its then prevailing expedited rules, by one independent and impartial arbitrator selected in accordance with such rules. The arbitration shall be governed by the demand United States Arbitration Act, 9 U.S.C. § 1 et seq. The fees and expenses of either party JAMS and the arbitrator shall be shared equally by the parties to the dispute with notice and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the “Arbitration Notice”costs of the arbitration previously advanced and the reasonable fees and expenses of attorneys, accountants and other experts) to the otherprevailing party, so long as the prevailing party had previously engaged in good faith mediation. Failure of a party to act in good faith during the mediation process shall prohibit the prevailing party to recover any cost of the arbitration and attorney and accounting fees. No pre- arbitration discovery shall be permitted, except that the arbitrator shall have the power in his sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing. The Dispute parties shall be settled by arbitration in Hong Kong by instruct the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent arbitrator to render such dispute shall each select one arbitrator arbitrator’s award within thirty (30) calendar days after giving or receiving following the demand for conclusion of the arbitration (the “Selection Period”)hearing. Such arbitrators shall be freely selected, and the parties The arbitrator shall not be limited in their selection empowered to award to any prescribed list. The chairman party any damages of the HKIAC shall select the third arbitrator. If either party type not permitted to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of recovered under this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party Agreement in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon dispute between or among the parties theretoarising out of or relating in any way to this Agreement or the transactions arising hereunder, and each party hereby irrevocably waives any right to recover such damages. Notwithstanding anything to the prevailing contrary provided in this Section 15.8 and without prejudice to the above procedures, any party may apply to a any court of competent jurisdiction for enforcement of temporary injunctive or other provisional judicial relief if such awardaction is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such party’s request for temporary relief. Any party to The award rendered by the Dispute arbitrator shall be entitled final and not subject to seek preliminary injunctive relief, if possible, from judicial review and judgment thereon may be entered in any court of competent jurisdiction pending the constitution jurisdiction. The decision of the arbitral tribunal. During the course arbitrator shall be in writing and shall set forth findings of the arbitral tribunal’s adjudication fact and conclusions of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationlaw.

Dispute Resolution. Any dispute, controversy or claim (each, If a “Dispute”) arising dispute arises out of or relating relates to this Agreement, or the interpretation, its breach, terminationand the parties have not been successful in resolving the dispute through direct negotiation, validity or invalidity thereofthe parties shall attempt to resolve the dispute through non binding mediation by submitting the dispute to a sole mediator selected by the parties or, at any time at the option of a party, to mediation by the American Arbitration Association ("AAA"). If not thus resolved, it shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong a sole arbitrator selected by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator parties within thirty (30) days after giving the unsuccessful mediation or, in the absence of such selection, to final and binding arbitration by a sole arbitrator under the AAA Arbitration Rules ("Rules") in effect at the time of this Agreement. The arbitrator may not limit, expand or receiving otherwise modify the demand for terms of this Agreement, nor may the arbitrator award punitive damages. The arbitrator shall apply the substantive (not the conflicts) law of the Commonwealth of Massachusetts. Judgment upon the award rendered in the arbitration (may be entered in any court having jurisdiction thereof. Defenses based on the “Selection Period”)passage of time are suspended upon submitting the dispute to the mediator or the arbitrator and during the mediation or arbitration. Such arbitrators The time period during the mediation or arbitration shall be freely selecteddisregarded in calculating such defenses. Nothing in this clause shall be construed to preclude any party from seeking injunctive relief in order to protect its rights prior to, and during or after the parties mediation or arbitration. A request by a party to a court for the injunctive relief shall not be limited in their selection to any prescribed list. The chairman deemed waiver of the HKIAC shall select the third arbitrator. If either party obligation to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevailmediation or arbitration. Each party to shall bear its own expenses and an equal share of the arbitration expenses of the mediator and arbitrator and the fees of the AAA. The parties, their representatives, other participants and the mediator and arbitrator shall cooperate with each other party to hold the existence, content and result of the mediation and arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationstrict confidence.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) In the event of any dispute arising out of or relating to in connection with this Agreement, or the interpretation, including any question regarding its breach, terminationexistence, validity validity, or invalidity thereoftermination (“Dispute”), the Parties shall in good faith attempt to resolve such Dispute as soon as practicable after the complaining party provides written notice of such Dispute. In the event that the Dispute is not resolved between the Parties within ten (10) business days after receipt of such notice, on the request of the Party raising the Dispute, the Dispute shall be referred to and finally resolved by arbitration upon under the demand Rules of either party to Arbitration of the dispute with notice International Chamber of Commerce (“ICC”) in effect as of the date of this Agreement (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong). There shall be three arbitrators, one nominated by the claimant and the second nominated by the respondent in accordance with the Rules; the third, who shall act as the chair of the arbitral tribunal, shall be nominated by the two party-nominated arbitrators within twenty (320) arbitratorsdays of the confirmation by the ICC International Court of Arbitration (“ICC Court”) of the nomination of the second arbitrator. If any arbitrators are not nominated within the applicable time periods, the ICC Court shall make the appointment(s). The complainant and the respondent to such dispute place of arbitration shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedbe, and the parties award shall not be limited in their selection to any prescribed listrendered in, Hong Kong. The chairman language of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To The arbitral tribunal shall be guided by the extent that International Bar Association Rules on the HKIAC Rules are Taking of Evidence in conflict with the provisions of International Arbitration (2010). The arbitrators may award any relief permitted under this Section 9.13Agreement and applicable law, including the provisions concerning the appointment of the arbitrators(whether or not permitted under applicable law) punitive, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyexemplary or multiple damages. The award shall be rendered within eight (8) months from the confirmation of the selection of the chair of the arbitral tribunal, unless the Parties agree to extend this time limit or the arbitral tribunal determines that the interest of justice so requires. The award shall be final and binding upon the parties theretoParties as from the date rendered, and shall be the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues, or accounting presented to the Dispute arbitral tribunal (which shall exclude copyright infringement claims as provided in Paragraph 23 below) and may be entered and enforced in any court having jurisdiction over the Party against which enforcement is sought or over any of that Party’s assets. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder unless the Agreement has been otherwise terminated in accordance with its terms. The Parties agree that any Party to this Agreement shall have the right to have recourse to and shall be bound by the Pre-arbitral Referee Procedure of the ICC in accordance with its Rules for a Pre-Arbitral Referee Procedure. The Parties shall initially split the costs of arbitration evenly. The prevailing Party in arbitration shall be entitled to seek preliminary injunctive reliefrecover from the other Party all reasonable and documented out-of-pocket costs, if possibleincluding the costs of arbitration, from any court and reasonable and documented out-of-pocket attorneys’ fees incurred in connection with the arbitration. This Agreement is governed by, and all disputes arising out of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, or in connection with this Agreement shall continue to be performed except with respect resolved in accordance with, the laws of New York (to the part exclusion of any conflict of laws rules), provided that the adoption of New York law as the governing law for purposes of this Agreement shall in dispute no way indicate that any Party has availed itself of the benefit of, or otherwise subjected itself or its business to, the laws of the State of New York or any other law of the United States of America, and under adjudicationno Party shall use this provision to argue otherwise.

Dispute Resolution. Any disputeIn the event the parties hereto are unable to settle a dispute between them regarding this Agreement through friendly consultation, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, such dispute shall be referred to and finally settled by arbitration upon the demand of either party to the dispute with notice administered by JAMS in accordance its Employment Arbitration Rules & Procedures (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIACRules”) in accordance with effect, which rules are deemed to be incorporated by reference into this Section 12 applying the Hong Kong International Arbitration Centre Administered laws of the State of New York, without regard to any principles of conflicts of laws that would result in the application of the laws of another jurisdiction. The arbitration tribunal shall consist of three (3) arbitrators to be appointed according to the Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection PeriodBoard”). Such arbitrators The Arbitration Board shall decide any such dispute or claim strictly in accordance with the governing law specified in Section 14.5. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The costs and expenses of the arbitration, including the fees of the Arbitration Board, shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either borne equally by each party to the arbitration fails dispute or claim, and each party shall pay its own fees, disbursements and other charges of its counsel; provided that the Arbitration Board shall have the right to appoint an arbitrator with allocate the Selection Period, costs and expenses between each party as the relevant appointment shall be Arbitration Board deems equitable. Any award made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal Arbitration Board shall be final and binding upon on each of the parties theretothat were parties to the dispute. The parties expressly agree to waive the applicability of any laws and regulations that would otherwise give the right to appeal the decisions of the Arbitration Board so that there shall be no appeal to any court of law for the award of the Arbitration Board, and a party shall not challenge or resist the prevailing enforcement action taken by any other party in whose favor an award of the Arbitration Board was given. Notwithstanding this agreement to arbitrate, the parties agree that either party may apply to seek provision remedies such as a temporary restraining order or a preliminary injunction from a court of competent jurisdiction for enforcement in aid of such awardarbitration. Any party As a material part of this agreement to arbitrate claims, the Dispute shall parties expressly waive all rights to a jury trial in court on all statutory or other claims. The parties acknowledge and agree that no claims will be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationarbitrated on a class action or collective action basis.

Dispute Resolution. Any dispute, controversy or claim (each, In the event of a “Dispute”) arising out of or dispute relating to this Agreement, the Parties shall make a good faith effort to promptly settle any differences without resorting to arbitration. If settlement of the dispute is not possible, any and all disputes shall be resolved by arbitration. However, the Party wishing to initiate arbitration shall give 30 days prior written notice to the other Party. During this 30-day period, senior management of the Parties shall further attempt to resolve the dispute. Any unresolved dispute arising out of or the related to this Agreement, including its interpretation, breachvalidity, termination, validity or invalidity thereofscope and enforceability, shall be referred resolved by binding arbitration to be held exclusively in New York City, New York and such arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Parties’ exclusive remedy. Arbitration Centre (the “HKIAC”) shall be conducted in accordance with the Hong Kong International then existing Commercial Dispute Resolution Procedures of the American Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedAssociation. The seat of arbitration shall be Hong Kongconducted by one arbitrator to be named by the Parties. There Should the Parties fail to agree as to the naming of such arbitrator, the arbitrator shall be three (3) arbitratorsdetermined in accordance with the applicable rules of the American Arbitration Association. The complainant arbitrator shall decide each issue presented in writing. The decision of the arbitrator shall be final and binding. The arbitrator shall divide all costs in conducting the arbitration in the final award in accordance with what is just and equitable under the circumstances. Except as otherwise herein provided, each Party shall bear the burden of its own counsel fees incurred in connection with the arbitration proceedings under this Agreement. All information relating to or disclosed by any Party in connection with the arbitration of any dispute relating to this Agreement shall be treated by the Parties, the representatives of the Parties and the respondent to arbitrator as confidential business information and no disclosure of such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment information shall be made by either Party or the chairman arbitrator without the prior written consent of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all Party furnishing such information and documents requested by such other party in connection with the arbitration proceeding. Judgment upon award rendered by the arbitrator may be entered in any court having jurisdiction over the Parties or their assets; or application may be made to such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award court for judicial acceptance of the arbitral tribunal shall be final award and binding upon an order of enforcement, as the parties thereto, and the prevailing party case may apply to a court of competent jurisdiction for enforcement of such awardbe. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution None of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, Parties to this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationliable for any incidental, consequential or punitive damages arising out of or related any breach of this Agreement.

Dispute Resolution. Any The parties intend that this Section 7.08 will be valid, binding, enforceable, exclusive and irrevocable and that it shall survive any termination of this Agreement. (a) Upon any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, Agreement or the interpretationenforcement, breach, terminationtermination or validity thereof (“Dispute”), validity or invalidity thereof, the party raising the Dispute will give written notice to the other parties to the Dispute describing the nature of the Dispute following which the parties to such Dispute shall attempt for a period of ten (10) Business Days from receipt by the parties of notice of such Dispute to resolve such Dispute by negotiation between representatives of the parties hereto who have authority to settle such Dispute. All such negotiations shall be referred confidential and any statements or offers made therein shall be treated as compromise and settlement negotiations for purposes of any applicable rules of evidence and shall not be admissible as evidence in any subsequent proceeding for any purpose. The statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defense based on the running of the statute of limitations will be available based upon the demand passage of either time during any such negotiation. Regardless of the foregoing, a party shall have the right to seek immediate injunctive relief pursuant to Section 7.08(c) below without regard to any such ten (10) Business Day negotiation period. (b) Any Dispute (including the dispute with notice (determination of the “Arbitration Notice”scope or applicability of this agreement to arbitrate) that is not resolved pursuant to the other. The Dispute Section 7.08(a) above shall be settled by submitted to final and binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) Hennepin County, Minnesota, before one neutral and impartial arbitrator, in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (Laws of the “HKIAC Rules”) State of Delaware for agreements made in force at the time when the Arbitration Notice is submittedand to be performed in that State. The seat of arbitration shall be Hong Kongadministered by JAMS, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. There One arbitrator shall be three (3) arbitratorsappointed by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, as in effect on the date hereof. The complainant arbitrator shall designate the place and time of the respondent hearing. The hearing shall be scheduled to begin as soon as practicable and no later than sixty (60) days after the appointment of the arbitrator (unless such dispute period is extended by the arbitrator for good cause shown) and shall each select one arbitrator within be conducted as expeditiously as possible. The award, which shall set forth the arbitrator’s findings of fact and conclusions of law, shall be filed with JAMS and mailed to the parties no later than thirty (30) days after giving or receiving the demand for close of the arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listhearing. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding on the parties and not subject to collateral attack. Judgment upon the arbitration award may be entered in any federal or state court having jurisdiction thereof. (c) Notwithstanding the parties’ agreement to submit all Disputes to final and binding arbitration before JAMS, the parties thereto, and shall have the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled right to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.obtain temporary or

Dispute Resolution. Mediation first - then Binding Arbitration Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or and all Warranty disputes between the interpretation, breach, termination, validity or invalidity thereof, parties shall be referred to arbitration upon the demand of either resolved as follows: Either party to the dispute with may request mediation by giving written notice (the “Arbitration Notice”) to the other. The Dispute notice shall include a brief description of the disagreement. Mediation of disputes is encouraged, but neither party shall be settled by arbitration in Hong Kong required to accept mediation. If an offer to mediate is accepted, the parties shall select a mutually agreed mediator and shall schedule a mediation session as soon as reasonably possible. Mediated results are nonbinding, but the parties may reduce any mediated resolution to writing and execute it as a binding contract. The costs of mediation shall be equally divided by the Hong Kong International parties. Any monetary Warranty dispute between the parties that is not resolved by voluntary mediation and that does not exceed this state's jurisdictional limit of $5,000 for small claims shall be resolved in the small claims court for the city or county where the property are located. The claiming party will be responsible for filing suit in accordance with small claims procedures. The parties agree to abide by the decision of the small claims court judge. All Warranty disputes that are not resolved by mediation or small claims litigation shall be decided by arbitration. Either party may request arbitration by giving written notice to the other. The notice shall include a brief description of the matter in dispute. The arbitration shall be administered by the American Arbitration Centre (the “HKIAC”) Association in accordance with the Hong Kong International Construction Industry Arbitration Centre Administered Arbitration Rules (Rules. Judgment upon the “HKIAC Rules”) award may be entered in force at any court having jurisdiction thereof. Should either party fail or refuse to participate in arbitration proceedings, the time when arbitrator shall be authorized to proceed and to render a decision based on whatever evidence may be presented. Decisions of the Arbitration Notice is submittedarbitrator shall be binding on both parties and may not be appealed or subject to a rehearing. The seat costs of arbitration and any reasonable attorneys fees and legal expenses shall be Hong Kongpaid in accordance with the arbitrator's decision. There If, however, the arbitrator makes no such determination, the prevailing party's arbitration costs, reasonable attorneys' fees and/or additional legal expenses shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made paid by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The term "prevailing party" means that party in whose favor the greater total monetary sum or more valuable equitable award is made or in whose favor the dispute is resolved, regardless of any settlement offer. THIS ARBITRATION CLAUSE WAS SEEN AND AGREED to by the arbitral tribunal shall be final parties. (Owner's initials) By signing below Owner acknowledges and binding upon the parties theretoagrees that they have received, read, and understand this Express Limited Warranty Agreement. Owner further acknowledges and agrees that this Warranty constitutes the prevailing party may apply exclusive remedy of all claims by the Owner against the Contractor related to a court of competent jurisdiction for enforcement of such awardwork covered by the Warranty. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.Owner Date Contractor Date By

Dispute Resolution. Any dispute, a) In the event of any controversy or claim relating to, arising out of or in any way connected to any provision of this Agreement (each, a “Dispute”) arising out of or relating ), either Party may, by notice to this Agreementthe other Party, or the interpretation, breach, termination, validity or invalidity thereof, shall be have such dispute referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled their respective senior officials designated below or their successors, for attempted resolution by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator good faith negotiations within thirty (30) days after giving such notice is received. Said designated employees are as follows: For IMI: Xx. Xxxxx Xxxxxx, or receiving the demand for arbitration (the “Selection Period”). Such arbitrators his designee For XxXxxx: Xxxxxxx XxXxxx, or his designee Any Dispute that is not resolved pursuant to this Section shall be freely selectedfinally resolved by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where those rules conflict with this provision, in which case this provision controls . Whenever a Party shall decide to institute arbitration proceedings, it shall give writing notice to that effect to the other Party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of ten (10) business days following such notice to allow the Parties to attempt to resolve the dispute between themselves. If the Parties are still unable to resolve the dispute, the Party giving notice may institute the arbitration proceeding under the AAA Rules. Arbitration shall exclusively and solely be held in New York, New York. Any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitration shall be conducted before a single arbitrator mutually chosen by the parties from the AAA’s National Roster of Arbitrators, but if the parties have not agreed upon a single arbitrator within fifteen (15) days after notice of the institution of the arbitration proceeding, then the arbitration will be conducted by a panel of three arbitrators. In such case, each party shall within thirty (30) days after notice of the institution of the arbitration proceedings appoint one arbitrator and a third arbitrator, who shall be the presiding arbitrator, shall be jointly determined by the two other arbitrators. The presiding arbitrator shall then be appointed in accordance with AAA Rules. Within 45 days of initiation of the arbitration, the parties shall not reach agreement upon and thereafter follow procedures, including limits on discovery, assuring that the arbitration will be limited in their concluded and an award rendered within no more than eight months from selection of the arbitrator(s), or failing agreement, procedures meeting such time limits will be designed by the AAA and adhered to any prescribed listby the parties. The chairman arbitrator(s) shall apply the substantive law of New York, except that the HKIAC interpretation and enforcement of this arbitration provision shall select be governed by the third arbitratorFederal Arbitration Act. If either party No arbitrator (nor the panel of arbitrators) shall have the power to award punitive damages, nor any award of multiple, exemplary or consequential damages, nor attorneys fees or costs under this Agreement and such awards are expressly prohibited. Prior to the arbitration fails commencement of any arbitration, emergency relief is available from any court to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACavoid irreparable harm. The arbitral proceedings shall be conducted in English. To Except to the extent that entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the HKIAC Rules are in conflict with the provisions of this Section 9.13arbitration, including the provisions concerning the appointment of the arbitratorsaward, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon held in confidence by the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationParties.

Dispute Resolution. Any disputeNotwithstanding any other provision contained in this Trust Agreement, any controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Trust Agreement shall be referred resolved by binding arbitration administered by the American Arbitration Association, pursuant to arbitration upon its Commercial Arbitration Rules. This agreement to arbitrate shall be enforceable under the demand of either party to the dispute with notice (the “Federal Arbitration Notice”) to the otherAct, 9 U.S.C. §1 et seq. The Dispute arbitration shall be settled by arbitration held in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) New York, New York before three neutral arbitrators, none of which shall be party-appointed and all of which shall be selected in accordance with Rule 11 of the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules (of the “HKIAC Rules”) in force at the time when the American Arbitration Notice is submittedAssociation. The seat arbitrators may hear and rule on dispositive motions as part of the arbitration proceeding, including motions for judgment on the pleadings, summary judgment and partial summary judgment. The arbitration award shall be Hong Kongin writing and shall state the findings of fact and conclusions of law upon which it is based. There Judgment upon the award rendered by the arbitrators may be entered in any court having competent jurisdiction. The parties covenant that they will participate in the arbitration in good faith and that they will share equally its costs (which, in the case of the Grantor, shall constitute Extraordinary Expenses). The provisions of this Section 9.12 shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedenforceable in any court of competent jurisdiction, and the parties hereto shall not be limited bear their own costs (which, in their selection the case of the Grantor, shall constitute Extraordinary Expenses) in the event of any proceeding to any prescribed listenforce this Trust Agreement. The chairman decision of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrators shall be final and binding upon conclusive and shall not be subject to appeal absent manifest error. In no event shall the arbitrators award any party punitive, special, consequential or exemplary damages. By agreeing to arbitration, the parties theretohereto do not intend to deprive any court with jurisdiction of its ability to issue a preliminary injunction, attachment or other form of provisional remedy in aid of the arbitration and the prevailing a request for such provisional remedies by a party may apply to a court shall not be deemed a waiver of competent jurisdiction for enforcement of such award. Any party this agreement to arbitrate, and in addition to the Dispute authority conferred upon the panel by the rules specified above, the panel shall be entitled also have the authority to seek preliminary grant provisional remedies, including injunctive relief, if possible, from any court . [Remainder of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationpage intentionally left blank.]

Dispute Resolution. Any dispute, controversy or claim (each, In the event of a “Dispute”) arising out of or dispute relating to this Agreement, the Parties shall make a good faith effort to promptly settle any differences without resorting to arbitration. If settlement of the dispute is not possible, any and all disputes shall be resolved by arbitration. In such an event the Party wishing to initiate arbitration shall give 30 days prior written notice to the other Party. During this 30-day period, senior management of the Parties shall further attempt to resolve the dispute. Any unresolved dispute arising out of or the related to this Agreement, including its interpretation, breachvalidity, termination, validity or invalidity thereofscope and enforceability, shall be referred resolved by binding arbitration to be held exclusively in Fort Lauderdale, Florida and such arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Parties’ exclusive remedy. Arbitration Centre (the “HKIAC”) shall be conducted in accordance with the Hong Kong International then existing Commercial Dispute Resolution Procedures of the American Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedAssociation. The seat of arbitration shall be Hong Kongconducted by one arbitrator to be named by the Parties. There Should the Parties fail to agree as to the naming of such arbitrator, the arbitrator shall be three (3) arbitratorsdetermined in accordance with the applicable rules of the American Arbitration Association. The complainant arbitrator shall decide each issue presented in writing. The decision of the arbitrator shall be final and binding. The arbitrator shall divide all costs in conducting the arbitration in the final award in accordance with what is just and equitable under the circumstances. Except as otherwise herein provided, each Party shall bear the burden of its own counsel fees incurred in connection with the arbitration proceedings under this Agreement. All information relating to or disclosed by any Party in connection with the arbitration of any dispute relating to this Agreement shall be treated by the Parties, the representatives of the Parties and the respondent to arbitrator as confidential business information and no disclosure of such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment information shall be made by either Party or the chairman arbitrator without the prior written consent of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all Party furnishing such information and documents requested by such other party in connection with the arbitration proceeding. Judgment upon award rendered by the arbitrator may be entered in any court having jurisdiction over the Parties or their assets; or application may be made to such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award court for judicial acceptance of the arbitral tribunal shall be final award and binding upon an order of enforcement, as the parties thereto, and the prevailing party case may apply to a court of competent jurisdiction for enforcement of such awardbe. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution None of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, Parties to this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationliable for any incidental, consequential or punitive damages arising out of or related any breach of this Agreement.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or If any dispute occurs between the parties relating to the application, interpretation, implementation or validity of this Agreement, the parties agree to seek to resolve the dispute or controversy through mediation with ADR Chambers before pursuing any other proceedings. Nothing herein shall preclude any party from seeking injunctive relief in the interpretationevent that the party perceives that without such injunctive relief, breach, termination, validity or invalidity thereof, shall serious harm may be referred done to arbitration upon the demand of either party. Any party to the dispute with may serve notice (on the “Arbitration Notice”) others of its desire to resolve a particular dispute by mediation. The mediator shall be appointed by agreement between the parties or, if the parties cannot agree within five days after receipt of the notice of intention to mediate, the mediator will be appointed by ADR Chambers. The mediation will be held at the city of Xxxxxxx, Xxxxxxx, Xxxxxx. The parties agree to attempt to resolve their dispute at mediation. The costs of the mediator shall be shared equally by the parties. If the dispute has not been resolved within thirty days of the notice of desire to mediate, any party may terminate the mediation and proceed to arbitration as set out below. SUBJECT TO THE MEDIATION PROVISIONS SET OUT ABOVE, IF ANY DISPUTE OR CONTROVERSY OCCURS BETWEEN THE PARTIES RELATING TO THE INTERPRETATION OR IMPLEMENTATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT, THE DISPUTE WILL BE RESOLVED BY ARBITRATION AT ADR XXXXXXXX pursuant to the othergeneral ADR Chambers Rules for Arbitration. Any party may serve notice of its desire to refer a dispute to arbitration. The Dispute arbitration shall be settled conducted by a single arbitrator. The arbitration shall be held in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) city of Xxxxxxx, Xxxxxxx, Xxxxxx. The arbitration shall proceed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when provisions of the Arbitration Notice is submittedAct of Ontario. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made decision arrived at by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the parties thereto, and award rendered by the prevailing party arbitrator may apply to a be entered in any court having jurisdiction. The costs of competent jurisdiction for enforcement of such award. Any party to the Dispute arbitrator shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending divided equally between the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationparties.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal binding mandatory arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (located in the “Arbitration Notice”city in which the Corporation’s principal executive offices are based) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.133.4 and only in the event the Corporation has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 3. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator’s determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Corporation and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive’s share of such expenses shall not exceed the maximum permitted by law. To the extent applicable, in accordance with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv)(A) or any successor thereto, any payments or reimbursement of arbitration expenses which the Corporation is required to make under the foregoing provision shall meet the requirements below. The Corporation shall reimburse the Executive for any such expenses, promptly upon delivery of reasonable documentation, provided, however, all invoices for reimbursement of expenses must be submitted to the Corporation and paid in a lump sum payment by the end of the calendar year following the calendar year in which the expense was incurred. All expenses must be incurred within a 2-year period following the Separation from Service. The amount of expenses paid or eligible for reimbursement in one year under this Section 5.1 shall not affect the expenses paid or eligible for reimbursement in any other taxable year. The right to payment or reimbursement under this Section 5.1 shall not be subject to liquidation or exchange for another benefit. Any arbitration or action pursuant to this Section 5.1 shall be governed by and construed in accordance with the substantive laws of the State of Texas and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. The mandatory arbitration provisions of this Section 5.1 shall supersede in their entirety the X.X. Xxxxxx Alternative, a dispute resolution program generally applicable to employment terminations, any existing Binding Mandatory Arbitration Agreement between Executive and the Corporation, and the prevailing JCPenney Rules of Employment Arbitration in the limited context of claims regarding the enforcement of this Agreement. Any other claims shall be resolved by the X.X. Penney Alternative, a dispute resolution program generally applicable to employment terminations, any existing Binding Mandatory Arbitration Agreement between Executive and the Corporation, and the JCPenney Rules of Employment Arbitration. Executive explicitly waives, and may not litigate, any multi-party claims or claims available in multi-party litigation, such as class actions. Notwithstanding the foregoing, the Corporation shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive’s covenants in Section 3, but may apply to pursue its remedies, including temporary or permanent injunctive relief, for such breach in a court of competent jurisdiction for enforcement in the city in which the Corporation’s principal executive offices are based, or in the sole discretion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefCorporation, if possible, from any in a court of competent jurisdiction pending where the constitution Executive has committed or is threatening to commit a breach of the arbitral tribunal. During Executive’s covenants, and no arbitrator may make any ruling inconsistent with the course findings or rulings of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationsuch court.

Dispute Resolution. Provider and PMC agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Any disputecontroversy, controversy dispute or claim (each, a “Dispute”) arising out of or relating to this Agreement, Agreement or the breach thereof, including any question regarding its interpretation, breach, terminationexistence, validity or invalidity thereoftermination, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled resolved by arbitration in Hong Kong accordance with this Section 13.5; provided, however, that the following shall not be subject to arbitration: (i) the right of either PMC or Provider to terminate this Agreement without cause under Section 12.2; or (ii) in a legal proceeding brought by a third party against PMC or Provider, or any cross-claim or third party claim brought by a third party against PMC or Provider. Negotiation shall be a condition precedent to the Hong Kong International Arbitration Centre (filing of any arbitration demand by either party, and no arbitration demand may be filed until the “HKIAC”) exhaustion of PMC’s internal appeal procedures. In the event arbitration between Provider and PMC becomes necessary, such arbitration shall be initiated by either party making a written demand for arbitration on the other party. The arbitration shall be conducted in Houston, Xxxxxx County, Texas. The arbitration shall be conducted in accordance with the Hong Kong International Texas General Arbitration Centre Administered Act (the Act) and the Commercial Arbitration Rules of the American Arbitration Association (the “HKIAC Rules”) as they are in force at the time effect when the Arbitration Notice arbitration is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishconducted. To the extent that the HKIAC Rules are in conflict Act is inconsistent with the provisions of this Section 9.13Rules, including the provisions concerning Act shall govern over the appointment Rules. The parties expressly agree to be bound by the decision of the arbitratorsarbitrator(s). The parties further agree that the prevailing, this Section 9.13 shall prevailor substantially prevailing, party’s costs of arbitration are to be borne in equal shares by the other parties. Each party All costs relating to the arbitration shall cooperate with each other party to be paid by the arbitration in making full disclosure of losing party, including the others attorneys’ and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyexperts’ fees. The award of the arbitral tribunal shall be final parties will bear their own attorneys’ and binding upon the parties theretoexpert’s fees. Notwithstanding this agreement to arbitrate, and the prevailing party PMC or Provider may apply seek interim and/or permanent injunctive relief pursuant to a this Agreement in any Houston, Xxxxxx County, Texas court of competent jurisdiction for enforcement jurisdiction. With respect to disputes arising during the life of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Disputethis Agreement, this Agreement Section 13.5 shall continue to be performed except with respect to survive the part in dispute and under adjudicationtermination or expiration of this Agreement.

Dispute Resolution. Any disputeand all claims, controversy disputes, and controversies between Employer and myself with respect to interpretation, construction, breach, enforceability, and/or enforcement of the terms and provisions of this Agreement ("Dispute") shall be finally resolved as provided in this Section 11 by binding arbitration. Arbitration shall be the exclusive means for determination of all matters as above provided, and neither party shall otherwise institute any action or claim (eachproceeding in any court of law or equity, state or federal, other than respecting enforcement of the arbitrator's decision or award hereunder. The foregoing shall be a “Dispute”) arising out of bona fide defense in any action or relating proceeding where the matter in dispute was to be arbitrated or is being arbitrated pursuant to this Agreement. Employer (or its successor in interest) or I shall have the right to submit a Dispute to arbitration, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) by delivery to the other, by certified mail, of a written notice and demand for arbitration of such Dispute ("Notice"). The Dispute Arbitration shall be settled by arbitration in Hong Kong by the Hong Kong International American Arbitration Centre (the “HKIAC”) Association in accordance with the Hong Kong International Arbitration Centre Administered Arbitration its Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent applicable to such dispute shall each select one Disputes ("Rules"), by a neutral and impartial arbitrator acceptable to Employer and myself. If such an arbitrator has not been selected by Employer and myself within thirty (30) sixty days after giving or receiving the of such written notice and demand for arbitration (arbitration, or within thirty days after the “Selection Period”). Such arbitrators occurrence of a vacancy, a neutral and impartial arbitrator shall be freely selectedselected and appointed by the American Arbitration Association, and the parties shall not be limited in their selection to any prescribed listaccordance with its Rules. The chairman of the HKIAC shall select the third arbitrator. If either party to Unless otherwise required under applicable law, the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthe city where the principal place of business of Employer is situated at the date of this Agreement or a city mutually agreed to by the parties, and the procedural rules of the place of arbitration shall apply. Each party shall be entitled to be represented by legal counsel. The arbitration proceedings (including discovery and the giving of testimony) shall be conducted in strictest confidence pursuant to a confidentiality agreement signed by the parties and devised to protect the confidentiality of and valuable rights of Employer in the Confidential Information and Trade Secrets as well as the confidentiality of any other confidential information included in such proceedings. The arbitrator shall have the power and authority to make such decisions and awards as he or she deems appropriate, consistent with applicable law. To the extent applicable law sets particular requirements for the conduct of such arbitration proceedings, such as, any with respect to discovery, cross-examination, testimony, or availability of rights and remedies, the arbitration proceedings shall be conducted in compliance with those requirements. Subject to applicable law, the arbitrator may grant compensatory damages and costs to the prevailing party (but not punitive or exemplary damages and attorneys' fees and costs related to punitive or exemplary damages) and injunctions that the HKIAC Rules are in conflict with the provisions he or she may deem necessary or advisable directed to or against a party, including a direction or order requiring specific performance of any covenant, agreement or provision of this Section 9.13, including the provisions concerning the appointment Agreement as a result of the arbitrators, this Section 9.13 shall prevaila breach or threatened breach. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The Any decision or award of the arbitral tribunal arbitrator shall be final final, binding, and binding conclusive upon the parties thereto, and the prevailing party said decision and award may apply to be entered as a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from final judgment in any court of competent jurisdiction pending the constitution of the arbitral tribunaljurisdiction. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect Subject to the part foregoing, the costs of such arbitration shall be borne equally by the parties, except that each party shall bear its own attorneys fees and costs. Notwithstanding the foregoing, Employer or I shall have the right at any time to apply for and obtain injunctive relief and/or such other remedies and relief, as may be available in dispute and under adjudication.a court of law or equity, state or federal, including but not limited to restraining orders to protect the legitimate interest of Employer, preserve the status quo, prevent a breach of confidence, prevent irreparable damage, injury or

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute between the parties under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to resolved (except as provided below) through informal arbitration upon by an arbitrator selected under the demand rules of either party to the dispute with notice American Arbitration Association for arbitration of employment disputes (the “Arbitration Notice”located in Bermuda) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthat location under the rules of said Association. To Each party shall be entitled to present evidence and argument to the extent that arbitrator. The arbitrator shall have the HKIAC Rules are in conflict with right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided in Section 9.1317 and only in the event the Company has not brought an action in a court of competent jurisdiction to enforce the covenants in Section 10. The arbitrator shall permit reasonable pre-hearing discovery of facts, including to the provisions concerning extent necessary to establish a claim or a defense to a claim, subject to supervision by the appointment arbitrator. The determination of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal arbitrator shall be final conclusive and binding upon the parties theretoand judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator's determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the prevailing party Company and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive's share of such expenses shall not exceed the maximum permitted by law. Any arbitration or action pursuant to this Section 13 shall be governed by and construed in accordance with the substantive laws Bermuda and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. Notwithstanding the foregoing, the Company shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive's covenants in Section 10, but may apply to pursue its remedies, including injunctive relief, for such breach in a court of competent jurisdiction for enforcement in Bermuda, or in the sole discretion of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive reliefCompany, if possible, from any in a court of competent jurisdiction pending where the constitution Executive has committed or is threatening to commit a breach of the arbitral tribunal. During Executive's covenants, and no arbitrator may make any ruling inconsistent with the course findings or rulings of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationsuch court.

Dispute Resolution. Any disputeExcept for Bimini's right to specific performance provided in Section 2.2.2 which may be enforced (including in the first instance) in a Court of law, controversy or claim (each, a “Dispute”) all disputes arising out of or relating to in connection with this Agreement, or the interpretation, breach, termination, validity any relationship created by or invalidity thereofin accordance with this Agreement, shall be referred to arbitration upon finally settled under the demand Rules of either party to the dispute with notice American Arbitration Association (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) by three arbitrators. Judgment on the award rendered by the panel of arbitrators shall be binding upon the Parties and may be entered in force at the time when the Arbitration Notice is submittedany court having jurisdiction thereof. Bimini shall nominate one arbitrator and Cytori shall nominate one arbitrator. The seat arbitrators so nominated by Bimini and Cytori, respectively, shall jointly nominate the third arbitrator within fifteen (15) days following the confirmation of arbitration arbitrators nominated by Bimini and Cytori. If the arbitrators nominated by Bimini and Cytori cannot agree on the third arbitrator, then such third arbitrator shall be Hong Kongselected as provided in the Rules. There The place of the arbitration and all hearings and meetings shall be three (3) arbitratorsChicago, USA for the Standalone Fat Transplantation Products and Puregraft Products and San Diego, CA for the Celution Products, unless the Parties to the arbitration otherwise agree. The complainant arbitrators may order pre-hearing production or exchange of documentary evidence, and may require written submissions from the respondent relevant Parties hereto, but may not otherwise order pre-hearing depositions or discovery. The arbitrators shall apply the laws of Illinois as set forth in Section 4.1; provided, however, that the Federal Arbitration Act shall govern. The language of the arbitral proceedings shall be English. The arbitrators shall not issue any award, grant any relief or take any action that is prohibited by or inconsistent with the provisions of this Agreement. Execution No arbitration pursuant to this Section 4.2 shall be commenced until the Party intending to request arbitration has first given thirty (30) days written notice of its intent to the other Party, and has offered to meet and confer with one or more responsible executives of such dispute shall each select other Party in an effort to resolve the dispute(s) described in detail in such written notice. If one arbitrator or more responsible executives of the other Party agree, within thirty (30) days after giving or receiving receipt of such written notice, to meet and confer with the demand for requesting Party, then no arbitration (the “Selection Period”). Such arbitrators shall be freely selectedcommenced until the Parties have met and conferred in an effort to resolve the dispute(s), and or until sixty (60) days has elapsed from the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by date such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationwritten notice has been given.

Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred resolved at the first instance through friendly consultations. Such negotiation shall begin immediately after one party has delivered to the other party or parties a written notice requesting such consultation. If the Dispute remains unresolved upon expiration of the thirty (30) day consultation period after the beginning of such negotiation, any party may in its sole discretion elect to submit the matter to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the otherany other party or parties. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong and shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman commencement of the HKIACarbitration. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules However, if such rules are in conflict with the provisions of this Section 9.1311.12, the provisions of this Section 11.12 shall prevail. The dispute shall be referred to a sole arbitrator appointed in accordance with the HKIAC Administered Arbitration Rules. The decision of the sole arbitrator shall be final and binding on the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. The costs and expenses of the arbitration, including the provisions concerning the appointment fees of the arbitratorsarbitral tribunal, this Section 9.13 shall prevailbe borne and paid by the parties in such proportions as the arbitral tribunal shall determine. The language of the arbitration shall be English. Each party to the arbitration shall reasonably cooperate with each other party to the arbitration in making full disclosure of of, and providing complete access to to, all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such partyparty and attorney-client privilege. The award of the arbitral tribunal shall be final and binding upon decide any dispute submitted by the parties thereto, to the arbitration strictly in accordance with the substantive laws provided under Section 11.1 hereof and the prevailing party may shall not apply to a court of competent jurisdiction for enforcement of such awardany other substantive law. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Dispute Resolution. Any During the pendency of any dispute, controversy or claim (each, a “Dispute”) arising out this Agreement shall continue to be in force and the Parties shall abide by all terms of or relating to this Agreement, . Any dispute concerning the interpretation of this Agreement or the interpretation, breach, termination, validity or invalidity thereof, any Party’s performance under any provision of this Agreement shall be referred discussed by the Parties, and if the Parties are unable to arbitration upon the demand of either party to reach agreement concerning such matter, the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong London by the Hong Kong International Arbitration Centre three arbitrators (the “HKIACArbitral Tribunal”) appointed in accordance with the Hong Kong International Arbitration Centre Administered UNCITRAL Arbitration Rules (the “HKIAC UNCITRAL Rules”) in force at the time when of commencement of the Arbitration Notice is submittedarbitration. The seat language of the arbitration shall be Hong KongEnglish. There The number of arbitrators selected shall be three (3) arbitratorsthree. The complainant and the respondent to such dispute Each Party shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of two arbitrators selected by the HKIAC Parties shall select the third arbitrator, who shall act as chairman and shall be a practicing solicitor or barrister admitted in New York and/or England and Wales for a continuous period of at least 10 years as at the date of commencement of the arbitration. If either party The arbitration shall take place in New York or London. Any court of applicable jurisdiction may grant interim relief as set forth in Section 14.1 (notwithstanding any provision of the UNCITRAL Rules to the contrary). The Arbitral Tribunal, once fully constituted, shall have the power to order on a provisional basis any relief which it would have power to order in a final award. The Arbitral Tribunal shall apply New York law to any questions regarding the validity of this clause (insofar as any such questions are separable from questions as to the validity of the agreement of which this clause forms part) including but not limited to any question as to the authority of the signatories to this Agreement. The IBA Rules on the Taking of Evidence in International Commercial Arbitration (the “IBA Rules of Evidence”) shall apply to any arbitration fails to appoint an arbitrator in accordance with this clause. In case of any inconsistency with any clause of this Agreement or with the Selection PeriodUNCITRAL Rules, the relevant appointment IBA Rules of Evidence shall prevail but solely as regards the presentation and reception of evidence. Judgment upon any arbitration award may be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted entered in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunaljurisdiction. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement Arbitration shall occur over consecutive business days and in no event shall an arbitration procedure continue to be performed except with respect to the part in dispute and under adjudicationfor more than two weeks.

Dispute Resolution. Any The Parties shall meet and discuss in good faith and use reasonable efforts to settle any dispute, controversy or claim (eacharising from or related to this Agreement or the breach thereof. If the Parties do not fully settle any dispute, a “Dispute”) controversy or claim arising out of or relating to this Agreement, its negotiations, execution or interpretation, or the interpretationperformance by either Party of its obligations under this Agreement (other than any bona fide Third Party action or proceeding filed or instituted in an action or proceeding by a Third Party against a Party to this Agreement), breach, termination, validity whether before or invalidity thereofafter termination of this Agreement, shall be referred finally resolved by binding arbitration. Whenever a Party shall decide to institute arbitration upon the demand of either party proceedings, it shall give prompt written notice to that effect to the dispute with notice other Party. Any such arbitration shall be conducted in the English language under the International Dispute Resolution Procedures and Arbitration Rules of the American Arbitration Association (the “Arbitration NoticeRules”) to by a panel of [***)] arbitrators appointed in accordance with the otherRules. The Dispute Any such arbitration shall be settled by arbitration held in Hong Kong by Kong, in accordance with the rules of the Hong Kong International Arbitration Centre Center (the “HKIAC”). The arbitrators shall have the authority to grant specific performance and to [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] allocate between the Parties the costs of arbitration (including attorneys’ fees and expenses of the Parties) in accordance with such equitable manner as they determine. Judgment upon the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) award so rendered may be entered in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall any court having jurisdiction or application may be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent made to such dispute court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall each select one arbitrator within thirty (30) days after giving or receiving the a demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the chairman applicable statute of limitations. Notwithstanding the HKIAC. The arbitral proceedings foregoing, either Party shall be conducted in English. To have the extent that the HKIAC Rules are in conflict with the provisions of right, without waiving any right or remedy available to such Party under this Section 9.13Agreement or otherwise, including the provisions concerning the appointment of the arbitrators, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the constitution selection of the arbitral tribunal. During arbitrators hereunder or pending the course arbitrators’ determination of the arbitral tribunal’s adjudication of the Disputeany dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationcontroversy or claim hereunder.

Dispute Resolution. Any disputeTo the fullest extent permitted by law, controversy any controversy, dispute or claim (eacharising out of, a “Dispute”) in connection with, or in relation to the interpretation, performance or breach of this Agreement or any action taken by the Company or any Stockholder hereunder, or otherwise arising out of the execution or relating performance hereof, including any claim based on contract, tort or statute, shall be determined, at the request of any Holdings Stockholders Agreement ------------------------------- 44 party, by arbitration conducted in the English language in New York, New York or in Wilmington, Delaware, as determined by the American Arbitration Association in accordance with and to the extent permitted by the Delaware Arbitration Act and, to the extent not inconsistent therewith, the Rules for Large Complex Cases of the American Arbitration Association as in effect on the date that demand for such arbitration is filed with the American Arbitration Association. The arbitrator shall be a member of the Large, Complex Case Panel of the American Arbitration Association. The parties to the arbitration shall attempt to select an arbitrator from such members. If the parties to the arbitration do not agree on the selection of an arbitrator within twenty (20) days after the date demand for the arbitration is filed, an arbitrator having such experience shall be selected in accordance with such Rules of the American Arbitration Association. The arbitrator shall set forth his or her determination in writing (which shall be sent to each party to such arbitration) and shall enumerate in reasonable detail the basis of his or her determination. No party to the arbitration may seek, and the arbitrator shall not award, punitive or exemplary damages. To the fullest extent permitted by applicable law, any judgment or award rendered by the arbitrator shall be final, conclusive and binding. Judgment may be entered on any final, unappealable arbitration award by any state or federal court having jurisdiction thereof. To the fullest extent permitted by applicable law, any controversy concerning whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this Section 14.13, shall be determined by the arbitrator. The arbitration proceedings as well as the fact such proceedings occur, shall be kept confidential by the Stockholders and may only be disclosed to their personal representatives and advisors or as required by law and insofar as is necessary to confirm, correct, vacate or enforce the award. In the event of a breach of this provision, the arbitrator is expressly authorized to assess damages and each of the Stockholders consents to the expansion of the scope of arbitration for such purpose. The pendency of any arbitration under this Section 14.13 shall not relieve any Stockholder of its obligations under this Agreement. To the fullest extent permitted by applicable law, if the Company or any Stockholder shall resort to legal proceedings for injunctive or other similar relief pending the interpretation, breach, termination, validity outcome of any such arbitration proceeding or invalidity prior to the initiation thereof, such Person shall not be deemed to have waived its rights to cause such matter or any other matter to be referred to arbitration upon the demand of either party pursuant to the dispute with notice (the “Arbitration Notice”) to the otherthis Section 14.13. The Dispute shall parties intend that this agreement to arbitrate be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedvalid, enforceable and irrevocable. The seat designation of a situs or a governing law for this Agreement or the arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited deemed an election to Holdings Stockholders Agreement ------------------------------- 45 preclude application of the Federal Arbitration Act if it would be applicable. The arbitrator shall have authority in their selection his or her discretion to grant injunctive relief, award specific performance and impose sanctions upon any party to any prescribed listsuch arbitration. The chairman of In his or her award, the HKIAC arbitrator shall select allocate, in his or her discretion, among the third arbitrator. If either party parties to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman all costs of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.13arbitration, including the provisions concerning the appointment fees and expenses of the arbitratorsarbitrator and reasonable attorneys' fees, this Section 9.13 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of costs and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award expert witness expenses of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudicationparties.