Common use of Disputes Clause in Contracts

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent and agree that (i) all disputes between 15.1 In the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability event of a matter under this provisionDispute a Party shall notify the other Party of the Dispute (Dispute Notice) together with reasonable details of such dispute or difference. The Parties will then endeavour to resolve all matters the subject of the Dispute as soon as practicable. 15.2 Any Dispute which the Parties cannot resolve amicably within a period of twenty (20) Business Days (or such other period as the Parties may mutually agree in writing) of receipt of a Dispute Notice by a Party, shall be submitted resolved by three (3) arbitrators acting in accordance with the LCIA Arbitration Rules, which rules are deemed to full be incorporated by reference into this Clause, and binding the following shall apply: (a) Each Party shall appoint one (1) arbitrator within twenty (20) Business Days of the filing of the arbitration, and the two (2) arbitrators so appointed shall select the presiding arbitrator within twenty (20) Business Days after the latter of the two (2) arbitrators has been appointed. If the presiding arbitrator is not chosen and nominated to the LCIA for appointment within twenty (20) Business Days of the date of confirmation by the LCIA of the latter of the appointed arbitrators to be confirmed, he shall be chosen by the LCIA. (b) The seat, or legal place of arbitration shall be London. (c) The proceedings shall be in the Commonwealth of VirginiaEnglish language. 15.3 The resulting arbitral award shall be final and binding, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the such award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . A Dispute shall be responsible for its own costs and expenses (including attorneys’ fees)of deemed to have arisen when either Party notifies the other Party in writing to that effect. 15.4 Any monetary award issued by the arbitrator shall be payable in Pounds Sterling, at the discretion of the receiving Party, at the spot rate as established by the London edition of the Financial Times on the date of the award. 15.5 Nothing in this Clause 15, shall prevent either Party from seeking interim or interlocutory relief in any court or arbitral tribunal. 15.6 If either of the Parties initiate multiple arbitration pursuant to proceedings under this Section 7; providedAgreement and/or under the Storage Services Contract, however, that if the Employee prevails on any dispute covered subject matters of which are related by this provisioncommon questions of law or fact, then all such proceedings may be consolidated into a single arbitral proceeding, as determined under the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingLCIA Arbitration Rules.

Disputes. The In the event of a disagreement among any of the parties hereby consent to this Agreement, or among them or any other person resulting in adverse claims and agree that demands being made in connection with or from any property in the Escrow Account, the Escrow Agent shall be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of any property then held by it in the Escrow Account under this Agreement, and in so doing, the Escrow Agent shall be entitled to continue to refrain from acting until (i) all disputes between the parties, including those relating to the existence and validity right of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, adverse claimants shall be submitted to full and have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, property involved herein or affected hereby or (ii) notwithstanding all differences shall have been adjusted by agreement and the foregoingEscrow Agent shall have been notified in writing of such agreement signed by the parties hereto. In the event of such dispute, each party irrevocably submits the Escrow Agent shall be entitled, in its discretion and judgment, to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as the Escrow Agent deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. In the event of any uncertainty as to its duties hereunder, the Escrow Agent may refuse to act under the provisions of this Agreement pending order of a court of competent jurisdiction and the Escrow Agent shall have no liability to the Company, the Dealer Manager or to any other person as a result of such action. Any such legal action may be brought in such court as the Escrow Agent shall determine to have jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance thereof. The filing of any such action or proceedinglegal proceedings shall not deprive the Escrow Agent of its compensation earned prior to such filing. All costs, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules expenses and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of the Escrow Agent incurs in connection with such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of proceeding shall be paid by the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingCompany.

Disputes. The (A) If a dispute or controversy arises out of or in connection with this Agreement, the parties hereby consent and agree that (i) all disputes between shall first attempt in good faith to settle the parties, including those relating to dispute or controversy by mediation under the existence and validity Commercial Mediation Rules of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules and Mediation Proceduresof the American Arbitration Association in a city located within ▇▇▇▇▇▇▇▇ or Sebastian County, providedArkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, that this provision shall not require arbitration be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any claim whichdispute or controversy arising under or in connection with this Agreement. (B) Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by lawthe Company or the Executive, cannot shall be brought and resolved only in a state or federal court of competent jurisdiction located in ▇▇▇▇▇▇▇▇ County, Arkansas or the Fort ▇▇▇▇▇ Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits themselves to the personal jurisdiction of any Commonwealth of Virginia State or Federal such court and hereby irrevocably agree that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby waives irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of any such the action. Any final judgment in the action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered enforced in other jurisdictions by suit on the judgment or in any court having jurisdiction thereof, other manner provided by law. (vC) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party The Company shall be responsible for its own pay all costs and expenses (expenses, including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, no later than thirty including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (30) days following including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any final resolution provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such disputeproceeding, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as calculated at the rate provided in Section 1.7 1274(b)(2)(B) of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingCode.

Disputes. The parties hereby consent and to this Agreement agree that (i) in the event there is a dispute or controversy between them that cannot be settled through direct discussions, it is in the best interests of all disputes for such dispute or controversy to be resolved in the shortest time and with the lowest cost of resolution as practicable. Consequently, any such dispute, controversy or claim between the partiesparties to this Agreement will not be litigated, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall but instead will be submitted to full and binding resolved by arbitration in accordance with Title 9 of the Commonwealth U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAARules”) under its Employment Arbitration Rules ), and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. The arbitration will be before one neutral arbitrator and will proceed under the Expedited Procedures of said Rules. The arbitration will be held in Dallas, (v) except Texas, or such other place as may be selected by mutual agreement. The arbitrator will have the discretion to order a prehearing exchange of information by the parties, and to set limits for both the scope and time period of such exchange. All issues regarding exchange requests will be decided by the arbitrator. Neither party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder, unless required to do so by court or regulatory order, without the prior written consent of both parties. Administrative fees and expenses of the arbitration itself will be borne by the parties equally unless otherwise required by applicable law to render this Section 7 fully enforceablelaw, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7a court of competent jurisdiction or the Rules; provided, howeverthat, that if the in no event will Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ be required to pay in excess of $1,000 of such fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed . The arbitrator will also be authorized to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect award to the right prevailing party all or that fraction of its reasonable costs and fees as is deemed equitable. Costs of a party’s representation by counsel or preparation costs for hearing are not considered administrative fees and expenses for purposes hereof. This provision will not apply to request a jury trial any claim for injunctive relief sought by the Employer or other court proceedingany of its affiliates under Section 2 or 3 of this Agreement.

Disputes. The In the event of a disagreement among any of the parties hereby consent to this Agreement, or among them or any other person resulting in adverse claims and agree that demands being made in connection with or from any property in the Escrow Account, the Escrow Agent shall be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of any property then held by it in the Escrow Account under this Agreement, and in so doing, the Escrow Agent shall be entitled to continue to refrain from acting until (i) all disputes between the parties, including those relating to the existence and validity right of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, adverse claimants shall be submitted to full and have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, property involved herein or affected hereby or (ii) notwithstanding all differences shall have been adjusted by agreement and the foregoing, each party irrevocably submits to the jurisdiction Escrow Agent shall have been notified in writing of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered such agreement signed by the arbitrators, and hereby waives parties hereto. In the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution event of such dispute, the Escrow Agent shall be entitled, in its discretion and (vi) each party has knowingly and voluntarily agreed judgment, to enter tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives together with such legal pleadings as the Escrow Agent deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. In the event of any rights that might otherwise exist with respect uncertainty as to resolution its duties hereunder, the Escrow Agent may refuse to act under the provisions of disputes between them, including with respect this Agreement pending order of a court of competent jurisdiction and the Escrow Agent shall have no liability to the right Company, the Dealer Manager or to request any other person as a jury trial or other result of such action. Any such legal action may be brought in such court proceedingas the Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal proceedings shall not deprive the Escrow Agent of its compensation earned prior to such filing.

Disputes. The parties hereby consent Subject to Section 5.6, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or Genlyte or the termination of this Release Agreement and any dispute as that employment (together, an “Employment Matter”). Subject to the arbitrability provisions of a matter under Section 5.6 and this provisionSection 7, shall any Employment Matter will be submitted to full and binding finally settled by arbitration in the Commonwealth County of Virginia, before a panel of three arbitrators and New York administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties’ closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under this Section 7. You and the Company irrevocably submits submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State New York over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if sufficient service thereof. This Agreement will be governed by and construed in accordance with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 law of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution State of disputes between them, including with respect to the right to request a jury trial or other court proceedingNew York.

Disputes. The parties hereby consent (a) Prior to any referral of a matter to a loss adjuster, expert, arbitrator or the QCA (“Adjudicator”) in accordance with Clause 8.7 or 11, either Party may notify the other Party that an Operator should be a party to that referral and agree that if such a notice is given, then the relevant Operator must be: (i) all disputes between notified of the parties, including those relating matter to be referred to the existence and validity Adjudicator; and (ii) provided with a copy of the provisions of this Release Agreement and any dispute as to governing the arbitrability referral of a matter to, the determination of a matter by and the payment of the costs of the Adjudicator (“Dispute Provisions”). (b) If an Operator is given a notice under Clause 16.1(a), then: (i) where the Adjudicator is to be a loss adjustor, expert or arbitrator, the Parties are deemed not to have agreed the appointment of that loss adjuster or expert unless the Operator has also agreed to the appointment of that loss adjuster, expert or arbitrator; (ii) the Parties must comply with the Dispute Provisions in respect of the Operator as though the Operator was a Party to this provisionAgreement for the purposes of the matter referred to the Adjudicator; and (iii) the Adjudicator in addition to determining the matter between the Parties must also determine any claim, dispute, question or liability involving the Operator and the relevant Train Operations Agreement arising in connection with the matter referred to the Adjudicator (unless that claim, dispute, question or liability has already been agreed by Aurizon Network and the Operator or otherwise determined). (c) If the End User is notified of a matter to be referred to an Adjudicator in accordance with a Train Operations Agreement, then the End User: (i) must comply with the provisions of that agreement governing the referral of a matter to, the determination of a matter by and the payment of the costs of an Adjudicator; (ii) must provide the Adjudicator with a copy of this Agreement; (iii) agrees that the Dispute Provisions do not apply to any claim, dispute, question or liability involving the End User and this Agreement in connection with the matter referred to the Adjudicator; and (iv) agrees that, for the avoidance of doubt, the decision of that Adjudicator, in the absence of manifest error, shall be submitted to full final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingEnd User.

Disputes. The (a) Subject to Section 21(b) below, if a dispute arises under this Agreement arising out of, related to or in connection with, the payment of amounts provided hereunder to be paid by the Company to Employee, the timing of such payments or their calculation or, questions regarding the breach of the terms hereof or the issue of arbitrability (a “Dispute”), and the dispute cannot be settled through direct discussions by the parties hereby consent within a reasonable amount of time, the Company and Employee agree that (i) all such disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted referred to full and finally resolved by, binding arbitration in accordance with the Commonwealth provisions of Virginia, before a panel Exhibit A hereto. The Company will pay the actual fees and expenses of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense parties shall bear equally all other expenses of inconvenient forum such arbitration, unless the arbitrators determine that a different allocation would be more equitable. The award of the arbitrators will be the exclusive remedy of the parties for such disputes. (b) Section 21(a) to the maintenance of any such action or proceedingcontrary notwithstanding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, it is expressly agreed that if based upon events which take place after, by, on account of, or in connection with, a Change of Control it becomes necessary in Employee’s judgment for him to ▇▇▇ the Employee prevails on any dispute covered by Company in order to collect amounts to be paid to him under this provisionAgreement or otherwise enforce his rights under this Agreement, then the Company shall reimburse the Employee for the will be obligated to pay both its own and Employee’s reasonable attorneys’ legal fees and legal expensesin such litigation, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 including the obligation of the Severance Agreement, hereby waives Company to pay Employee’s legal fees within thirty days of receiving invoices therefor from Employee. (c) Jurisdiction and venue of any rights that might otherwise exist with respect action relating to resolution of disputes between them, including with respect this Agreement or Employee’s employment by the Company (subject to the right to request a jury trial or other court proceedingprovisions of Section 21(a) hereof), shall be in the state courts of Houston, ▇▇▇▇▇▇ County, Texas.

Disputes. The parties hereby consent Notwithstanding Section 4 reserving the right to seek injunctive relief, this Section of this Agreement will be enforceable for the duration of Executive’s employment with Company, and agree that (i) all disputes between the parties, including those thereafter with respect to any such claims arising from or relating to the existence and validity Executive’s employment or cessation of employment with Company. THE PARTIES ACKNOWLEDGE THAT THEY MUST ARBITRATE ALL SUCH EMPLOYMENT-RELATED CLAIMS, AND THAT THEY MAY NOT FILE A LAWSUIT IN COURT, OTHER THAN FOR THE PURPOSES OF SEEKING INJUNCTIVE RELIEF UNDER SECTION 4. Any dispute or claim arising to or in any way related to this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and settled by binding arbitration in Denver, Colorado, but any dispute or controversy arising out of or interpreting this Agreement shall be settled in accordance with the Commonwealth laws of Virginia, before a panel the State of three arbitrators Colorado as if this Agreement were executed and administered by all actions were performed hereunder within the State of Colorado. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association (“AAA”) ). AAA shall designate an arbitrator from an approved list of arbitrators following both Parties’ review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration and except for Company’s obligations under its Employment Arbitration Rules the Securities Exchange Act of 1934, if any, the Parties agree to keep all such matters confidential. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and Mediation Proceduresin no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, provided, however, that this provision dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall not require arbitration be rendered within 60 days of submission of any claim whichor dispute, by law, cannot shall be in writing and mailed to all the subject of a compulsory arbitration agreement, (ii) notwithstanding Parties included in the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitration. The decision of the Severance Agreement or with respect to enforcement of any judgment arbitrator shall be binding upon the award rendered by the arbitrators, Parties and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators in accordance with that decision may be entered by in any court having jurisdiction thereof, (v) except as otherwise required . The only claims or disputes excluded from binding arbitration under this Agreement are the following: any claim by applicable law to render this Section 7 fully enforceable, each party shall be responsible Executive for workers’ compensation benefits or for benefits under a Company plan that provides its own costs arbitration procedure; and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered claim by this provision, then the Company shall reimburse the Employee either Party for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themequitable relief, including but not limited to, a temporary restraining order, preliminary injunction or permanent injunction against the other party. This agreement to submit all covered claims to binding arbitration in no way alters the exclusivity of Executive’s remedy in the event of any termination with respect to the right to request a jury trial or other court proceedingwithout Cause.

Disputes. The (A) If a dispute or controversy arises out of or in connection with this Agreement, the parties hereby consent and agree that (i) all disputes between shall first attempt in good faith to settle the parties, including those relating to dispute or controversy by mediation under the existence and validity Commercial Mediation Rules of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules and Mediation Proceduresof the American Arbitration Association in a city located within ▇▇▇▇▇▇▇▇ County, providedArkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, that be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this provision Agreement. The Company shall be entitled, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach of, or to otherwise seek specific performance of the Executive's obligations under, any of the covenants contained in Section 14, 15, or 16 of this Agreement during the pendency of any dispute or controversy arising under or in connection with this Agreement, and the Company shall not require be obligated to post bond or other security in seeking such relief. (B) Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in ▇▇▇▇▇▇▇▇ County, Arkansas or the Fort ▇▇▇▇▇ Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any claim which, by law, cannot be the action necessary to subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits themselves to the personal jurisdiction of any Commonwealth of Virginia State or Federal such court and hereby irrevocably agree that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby waives irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of any such the action. Any final judgment in the action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered enforced in other jurisdictions by suit on the judgment or in any court having jurisdiction thereof, other manner provided by law. (vC) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party The Company shall be responsible for its own pay all costs and expenses (expenses, including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, no later than thirty including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (30) days following including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any final resolution provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such disputeproceeding, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as calculated at the rate provided in Section 1.7 1274(b)(2)(B) of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingCode.

Disputes. The parties hereby consent Subject to Section 5.6, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or IGC or the termination of this Release Agreement and any dispute as that employment (together, an "EMPLOYMENT MATTER"). Subject to the arbitrability provisions of a matter under Section 5.6 and this provisionSection 7, shall any Employment Matter will be submitted to full and binding finally settled by arbitration in the Commonwealth County of Virginia, before a panel of three arbitrators and New York administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties' closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party irrevocably submits one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You and the Company agree that there will be no punitive damages payable as a result of any Employment Matter and agree not to request punitive damages. The arbitrator may award attorney's fees and costs of the arbitration to the prevailing party. You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under this Section 7. You and the Company irrevocably submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State New York over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedsufficient service thereof. To the extent permitted by law, however, that if the Employee prevails on any dispute covered by this provision, then you and the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees waive any and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed all rights to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist a jury trial with respect to resolution any Employment Matter. This Agreement will be governed by and construed in accordance with the law of disputes between them, including with respect to the right to request a jury trial or other court proceedingState of New York.

Disputes. The In the event a dispute shall arise between the parties hereby consent and as to whether the provisions of this Agreement have been complied with (a “Dispute”), the parties agree that to resolve such Dispute in accordance with the following procedure: (ia) all disputes A meeting shall be held promptly between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration attended (in the Commonwealth case of Virginiathe Company) by one or more individuals with decision-making authority regarding the Dispute, before to attempt in good faith to negotiate a panel resolution of three arbitrators and administered by the Dispute. (b) If, within 10 days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, the parties agree to submit the Dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association except that Disputes with regard to the existence of a Disability shall be resolved in accordance with the definition of the term “Disability” above. (“AAA”c) under its Employment The parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the American Arbitration Association if they have been unable to agree upon such appointment within 10 days following the 10-day period referred to in clause (b) above. (d) Upon appointment of the mediator, the parties agree to participate in good faith in the mediation and negotiations relating thereto for 15 days. (e) If the parties are not successful in resolving the Dispute through mediation within such 15-day period, the parties agree that the Dispute shall be settled by arbitration in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. (f) The fees and Mediation Proceduresexpenses of the mediator/arbitrators shall be borne solely by the non-prevailing party or, providedin the event there is no clear prevailing party, however, that this provision shall not require arbitration of any claim which, by law, cannot be as the subject of a compulsory arbitration agreement, mediator/arbitrators deem appropriate. (iig) notwithstanding the foregoingExcept as provided above, each party irrevocably submits shall pay its own costs and expenses (including, without limitation, attorneys' fees) relating to any mediation/arbitration proceeding conducted under this Article VI. (h) All mediation/arbitration conferences and hearings will be held in the greater New York City area. (i) In the event there is any disputed question of law involved in any arbitration proceeding, such as the proper legal interpretation of any provision of this Agreement, the arbitrators shall make separate and distinct findings of all facts material to the jurisdiction disputed question of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 law to be decided and, on the basis of the Severance Agreement or with respect facts so found, express their conclusion of the question of law. The facts so found shall be conclusive and binding on the parties, but any legal conclusion reached by the arbitrators from such facts may be submitted by either party to enforcement a court of any judgment upon law for final determination by initiation of a civil action in the award rendered manner provided by law. Such action, to be valid, must be commenced within 20 days after receipt of the arbitrators' decision. If no such civil action is commenced within such 20-day period, the legal conclusion reached by the arbitrators shall be conclusive and binding on the parties. Any such civil action shall be submitted, heard and determined solely on the basis of the facts found by the arbitrators. Neither of the parties shall, or shall be entitled to, submit any additional or different facts for consideration by the court. In the event any civil action is commenced under this paragraph (i), the party who prevails or substantially prevails (as determined by the court) in such civil action shall be entitled to recover from the other party all costs, expenses and hereby waives reasonable attorneys' fees incurred by the defense of inconvenient forum to the maintenance of any prevailing party in connection with such action or proceedingand on appeal. (j) Except as limited by paragraph (i) above, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) parties agree that judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofof competent jurisdiction. In the event legal proceedings are commenced to enforce the rights awarded in an arbitration proceeding, the party who prevails or substantially prevails in such legal proceeding shall be entitled to recover from the other party all costs, expenses and reasonable attorneys' fees incurred by the prevailing party in connection with such legal proceeding and on appeal. (k) Except as provided above, (vi) except as otherwise required no legal action may be brought by applicable law to render this Section 7 fully enforceable, each either party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including any Dispute and (ii) all Disputes shall be determined only in accordance with respect to the right to request a jury trial or other court proceedingprocedures set forth above.

Disputes. The parties hereby consent and agree that (ia) Arbitration. Excluding requests for equitable relief by the Company under Section 10(f), all controversies, claims or disputes arising between the parties, including those relating parties that are not resolved within sixty (60) days after written notice from one party to the existence and validity other setting forth the nature of this Release Agreement and any such controversy, claim or dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in Maricopa County, Arizona, including, without limitation, (i) any dispute, controversy or claim related in any way to the Commonwealth Executive’s employment with the Company or any termination thereof, (ii) any dispute, controversy or claim of Virginiaalleged discrimination, before a panel harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap or disability) and (iii) any claim arising out of three arbitrators and administered by or relating to this Agreement or the breach thereof (collectively, “Disputes”). Arbitration of disputes under this Agreement shall proceed in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Proceduresas those rules are applied to individually negotiated employment agreements, as then in effect (“Rules”); provided, however, that this provision both parties shall not have the opportunity to conduct pre-arbitration discovery; provided, further, that nothing herein will require arbitration of any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement; and provided, further, that, notwithstanding anything to the contrary herein, the Executive may, but is not required to, arbitrate claims for sexual harassment or assault to the extent applicable law renders a pre-dispute arbitration agreement covering such claims invalid or unenforceable. The arbitration shall be decided by a single arbitrator mutually agreed upon by the parties or, in the absence of such agreement, by an arbitrator selected according to the applicable rules of the AAA. (i) Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed in any court of competent jurisdiction. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, will be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. (ii) notwithstanding It is part of the foregoingessence of this Agreement that any Disputes hereunder will be resolved expeditiously and as confidentially as possible. Accordingly, each the Company and the Executive agree that all proceedings in any arbitration will be conducted under seal and kept strictly confidential. In that regard, no party irrevocably submits to will use, disclose or permit the jurisdiction disclosure of any Commonwealth of Virginia State information, evidence or Federal court documents produced by any other party in any action the arbitration proceedings or proceeding provided for under Section 1.7 about the existence, contents or results of the Severance Agreement proceedings except as may be required by any legal process, as required in an action in aid of arbitration or with respect to for enforcement of any judgment upon the or appeal from an arbitral award rendered or as may be permitted by the arbitrators, arbitrator for the preparation and hereby waives conduct of the defense of inconvenient forum to the maintenance of arbitration proceedings. Before making any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered disclosure permitted by the arbitrators may be entered by any court having jurisdiction thereofpreceding sentence, (v) except as otherwise required by applicable law the party intending to render this Section 7 fully enforceable, each make such disclosure will give the other party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 written notice of the Severance Agreement, hereby waives any rights that might otherwise exist with respect intended disclosure and afford such other party a reasonable opportunity to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingprotect its interests.

Disputes. The parties hereby consent and agree In the event any Party has a dispute, or asserts a claim, that arises out of or in connection with this Agreement or its performance (ia “Dispute”), such Party shall provide the other Parties with written notice of the Dispute (“Notice of Dispute”). Such Dispute shall be referred to a designated senior representative of each Party for resolution on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other Parties. In the event the designated representatives are unable to resolve the Dispute through unassisted or assisted negotiations within thirty (30) all disputes between Calendar Days of the partiesother Parties’ receipt of the Notice of Dispute, including those relating to such Dispute may, upon mutual agreement of the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionParties, shall be submitted to full arbitration and binding resolved in accordance with the arbitration procedures set forth below. In the event the Parties do not agree to submit such Dispute to arbitration, each Party may exercise whatever rights and remedies it may have in equity or at law consistent with the terms of this Agreement. External Arbitration Procedures. Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) Calendar Days of the submission of the Dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. In each case, the arbitrator(s) shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAAArbitration Rules”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State applicable FERC regulations or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7RTO rules; provided, however, that if in the Employee prevails on any dispute covered by event of a conflict between the Arbitration Rules and the terms of this provisionArticle 27, then the Company terms of this Article 27 shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingprevail.

Disputes. The In the event a dispute shall arise between the parties hereby consent and as to whether the provisions of this Agreement have been complied with (a “Dispute”), the parties agree that to resolve such Dispute in accordance with the following procedure: (ia) all disputes A meeting shall be held promptly between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration attended (in the Commonwealth case of Virginiathe Company) by one or more individuals with decision-making authority regarding the Dispute, before to attempt in good faith to negotiate a panel resolution of three arbitrators and administered by the Dispute. (b) If, within 10 days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, the parties agree to submit the Dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association except that Disputes with regard to the existence of a Disability shall be resolved in accordance with the definition of the term “Disability” above. (“AAA”c) under its Employment The parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the American Arbitration Association if they have been unable to agree upon such appointment within 10 days following the 10-day period referred to in clause (b) above. (d) Upon appointment of the mediator, the parties agree to participate in good faith in the mediation and negotiations relating thereto for 15 days. (e) If the parties are not successful in resolving the Dispute through mediation within such 15-day period, the parties agree that the Dispute shall be settled by arbitration in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. (f) The fees and Mediation Proceduresexpenses of the mediator/arbitrators shall be borne solely by the non-prevailing party or, providedin the event there is no clear prevailing party, however, that this provision shall not require arbitration of any claim which, by law, cannot be as the subject of a compulsory arbitration agreement, mediator/arbitrators deem appropriate. (iig) notwithstanding the foregoingExcept as provided above, each party irrevocably submits shall pay its own costs and expenses (including, without limitation, attorneys' fees) relating to any mediation/arbitration proceeding conducted under this Article VI. (h) All mediation/arbitration conferences and hearings will be held in the greater London area. (i) In the event there is any disputed question of law involved in any arbitration proceeding, such as the proper legal interpretation of any provision of this Agreement, the arbitrators shall make separate and distinct findings of all facts material to the jurisdiction disputed question of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 law to be decided and, on the basis of the Severance Agreement or with respect facts so found, express their conclusion of the question of law. The facts so found shall be conclusive and binding on the parties, but any legal conclusion reached by the arbitrators from such facts may be submitted by either party to enforcement a court of any judgment upon law for final determination by initiation of a civil action in the award rendered manner provided by law. Such action, to be valid, must be commenced within 20 days after receipt of the arbitrators' decision. If no such civil action is commenced within such 20-day period, the legal conclusion reached by the arbitrators shall be conclusive and binding on the parties. Any such civil action shall be submitted, heard and determined solely on the basis of the facts found by the arbitrators. Neither of the parties shall, or shall be entitled to, submit any additional or different facts for consideration by the court. In the event any civil action is commenced under this paragraph (i), the party who prevails or substantially prevails (as determined by the court) in such civil action shall be entitled to recover from the other party all costs, expenses and hereby waives reasonable attorneys' fees incurred by the defense of inconvenient forum to the maintenance of any prevailing party in connection with such action or proceedingand on appeal. (j) Except as limited by paragraph (i) above, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) parties agree that judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofof competent jurisdiction. In the event legal proceedings are commenced to enforce the rights awarded in an arbitration proceeding, the party who prevails or substantially prevails in such legal proceeding shall be entitled to recover from the other party all costs, expenses and reasonable attorneys' fees incurred by the prevailing party in connection with such legal proceeding and on appeal. (k) Except as provided above, (vi) except as otherwise required no legal action may be brought by applicable law to render this Section 7 fully enforceable, each either party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including any Dispute and (ii) all Disputes shall be determined only in accordance with respect to the right to request a jury trial or other court proceedingprocedures set forth above.

Disputes. The parties hereby consent Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and agree that Executive (i) all disputes between each a “Party,” and jointly, the parties“Parties”), including those relating to the existence and validity any dispute, claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe Judicial Arbitration and Mediation Services, before Inc. (“JAMS”). The arbitration will be held Chicago, Illinois unless the Parties mutually agree otherwise. Nothing contained in this Paragraph 13 will be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent and to this Agreement agree that (i) in the event there is a dispute or controversy between them that cannot be settled through direct discussions, it is in the best interests of all disputes for such dispute or controversy to be resolved in the shortest time and with the lowest cost of resolution as practicable. Consequently, any such dispute, controversy or claim between the partiesparties to this Agreement will not be litigated, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall but instead will be submitted to full and binding resolved by arbitration in accordance with Title 9 of the Commonwealth U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules the "Rules"), and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. The arbitration will be before one neutral arbitrator and will proceed under the Expedited Procedures of said Rules. The arbitration will be held in Dallas, (v) except Texas, or such other place as may be selected by mutual agreement. The arbitrator will have the discretion to order a prehearing exchange of information by the parties, and to set limits for both the scope and time period of such exchange. All issues regarding exchange requests will be decided by the arbitrator. Neither party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder, unless required to do so by court or regulatory order, without the prior written consent of both parties. Administrative fees and expenses of the arbitration itself will be borne by the parties equally unless otherwise required by applicable law to render this Section 7 fully enforceablelaw, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7a court of competent jurisdiction or the Rules; provided, howeverthat, in no event will Employee be required to pay in excess of $1,000 of such fees and expenses. The arbitrator will also be authorized to award to the prevailing party all or that if the Employee prevails on fraction of its reasonable costs and fees as is deemed equitable. Costs of a party's representation by counsel or preparation costs for hearing are not considered administrative fees and expenses for purposes hereof. This provision will not apply to any dispute covered injunctive relief sought by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following or any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into its affiliate under Section 2 or 3 of this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent and agree that (i) all disputes between Any controversy or claim arising out of or in relation to this Agreement, or the partiesbreach or alleged breach thereof, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionwhich cannot be settled amicably, shall be submitted to full and binding settled by arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, the International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the International Commercial Arbitration( ICA ) located in the country of Belize (or such other Center location as the parties may agree) three (3) copies of such notice and three (3) copies of this agreement together with the appropriate filing fee. The arbitration shall be conducted before a panel of three (3) arbitrators and administered who shall be appointed in accordance with the said rules. The arbitration proceedings shall be held at the ICA location agreed to by the American Arbitration Association (“AAA”) parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entitled under its Employment Arbitration Rules and Mediation Proceduresthe law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any special, indirect, consequential, or punitive damages arising out of or related to this provision Agreement, or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for willful or wanton misconduct. The arbitration award shall be given within six (6) months from appointment of the third arbitrator. The award given by the three arbitrators or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State serve as precedent or Federal court authority in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or subsequent proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on losing party should fail to comply with the award, the prevailing party may apply to any dispute covered court having jurisdiction for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by this provisionlaw or court orders, then the Company substance of any arbitration proceedings shall reimburse be kept confidential by all parties and by the Employee for arbitrators; however, the Employee’s reasonable attorneys’ fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the proceeding, including the fees and legal expensescosts of attorneys, no later than thirty (30) days following any final resolution of such disputeaccountants, and (vi) each party has knowingly witnesses, and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the compensation of the Severance Agreementarbitrators, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect shall be assessed by the arbitrators against the parties according to the right to request a jury trial or other court proceedingarbitrators' determination of fault.

Disputes. The parties hereby consent (a) If there is any disagreement or the presentation of any adverse claim or demand in connection with the disbursement of the Proceeds, the Deposit Account Agent may, at its option, after providing written notice to the Intermediary and agree Issuer of such disagreement or adverse claim or demand, refuse to comply with any such claims or demands during the continuance of such disagreement and may refrain from delivering any item affected hereby, and in so doing, the Deposit Account Agent shall not become liable to the undersigned or to any other person, due to its failure to comply with such adverse claim or demand. If the Intermediary and/or Issuer does not provide satisfactory assurances to the Deposit Account Agent that it may act in accordance with the other provisions of this Agreement, then the Deposit Account Agent shall be entitled to continue, without liability, to refrain and refuse to act until: (i) all disputes between authorized to disburse the partiesProceeds by an order from a court purporting to have jurisdiction of the Parties and the Proceeds, including those relating to after which time the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Deposit Account Agent shall be submitted entitled to full and binding arbitration act in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, conformity with such order; or (ii) notwithstanding the foregoingDeposit Account Agent (i) shall have been notified that all differences shall have been adjusted by agreement, each party irrevocably submits and (ii) shall have been directed in writing to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or take certain actions with respect to enforcement of any judgment upon the award rendered Proceeds subject to the adverse claim or demand, signed jointly or in counterpart by the arbitratorsIntermediary and Issuer and by all persons making adverse claims or demands, and hereby waives at which time the defense of inconvenient forum Deposit Account Agent shall be protected in acting in compliance therewith. (b) At any time prior to the maintenance Deposit Account Agent's receipt of any such action a court order or proceedinga notice, as provided in clauses (iiii) either party may elect to invoke the Optional Rules for Emergency Measures or (ii) of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable3.3(a), each party shall be responsible for its own costs the Deposit Account Agent may, but is not required to, file a suit in interpleader and expenses (including attorneys’ fees)of any arbitration obtain an order from the court requiring the Parties to interplead and litigate in such court adverse claims or demands raised pursuant to this Section 7; provided3.3. If such interpleader suit is brought, however, that if the Employee prevails on Deposit Account Agent shall ipso facto be fully released and discharged from all obligations to further perform any dispute covered by this provision, then and all duties or obligations imposed upon it in relation to the Company shall disputed amount. The Intermediary agrees to reimburse the Employee Deposit Account Agent for the Employee’s reasonable attorneys’ fees and legal all costs, expenses, no later than thirty (30) days following any final resolution of and reasonable attorney's fees expended or incurred by the Deposit Account Agent in connection with such disputeadverse claim or demand, the amount thereof to be fixed and (vi) each party has knowingly and voluntarily agreed judgment thereof to enter into this arbitration clause and, except as provided be rendered by the court in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingsuch lawsuit.

Disputes. The parties hereby consent and agree that (i) all disputes between If, at any time, the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Escrow Agent shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered have received written notification by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration Buyer or Seller of any claim which, by law, cannot be unresolved dispute between or amongst the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or Buyer and Seller with respect to enforcement the holding or disposition of any judgment upon portion of the award rendered Escrow Funds or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if Buyer and Seller have not, within thirty (30) Business Days after the furnishing by the arbitratorsEscrow Agent of a notice of resignation pursuant to Section 8 below, appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: (a) suspend the performance of any of its obligations under this Agreement (other than the safekeeping and investment of the Escrow Funds) until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor escrow agent shall have been appointed (as the case may be) as evidenced by written instructions executed by Buyer and Seller; or (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction for instructions with respect to such dispute or uncertainty, and hereby waives pay into or deposit with such court all disputed escrow amounts held by it pursuant to this Agreement for holding and disposition in accordance with the defense instructions of inconvenient forum such court. Subject to Section 5(b), the maintenance of Escrow Agent shall have no liability to Buyer or Seller or any such other person with respect to any action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration taken pursuant to this Section 7; provided, howeverspecifically including any liability that may arise, that if or be alleged to have arisen, out of or as a result of any delay in the Employee prevails on disbursement of funds held in the Escrow Account or any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided delay in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist or with respect to resolution any other action required or requested of disputes between them, including with respect to the right to request a jury trial or other court proceedingEscrow Agent.

Disputes. The parties hereby consent and agree that If ETP disagrees with the calculation of the Post-Closing Adjustment Amount, it shall notify CCE of such disagreement in writing within thirty (i30) all disputes between days after its receipt of the parties, including those relating last item to be received by ETP pursuant to the existence and validity first sentence of this Release Agreement and any dispute as to Section 2.4(a), which notice shall set forth in detail the arbitrability particulars of such disagreement. In the event that ETP does not provide such a matter under this provisionnotice of disagreement within such thirty (30) day period, ETP shall be submitted deemed to full have accepted the Closing Balance Sheet and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 calculation of the Severance Agreement Post-Closing Adjustment Amount (and each element of such calculation) delivered by CCE, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by ETP, then ETP and CCE shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to enforcement the calculation of the Post-Closing Adjustment Amount (or any judgment element thereof). If, at the end of such period, they are unable to resolve such disagreements, then, upon the award rendered by written request of either party, an independent accounting firm (not providing services to ETP or CCE) acceptable to ETP and CCE (the arbitrators, and hereby waives “Auditor”) shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (but in any event within sixty (60) days) following the defense of inconvenient forum date on which such dispute is referred to the maintenance of any such action or proceedingAuditor, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Proceduresbased solely on written submissions, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party which shall be responsible for its own costs forwarded by ETP and expenses (including attorneys’ fees)of any arbitration pursuant CCE to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than Auditor within thirty (30) days following any final resolution of such disputethe Auditor’s selection, and (vi) each party has knowingly and voluntarily agreed to enter into whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist 2.4 with respect to resolution any items identified as disputed in the notice of disputes between themdisagreement and not previously resolved by ETP and CCE, and if not, whether and to what extent (if any) the Post-Closing Adjustment Amount (or any element thereof) requires adjustment. Each party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of the Closing Balance Sheet and the Post-Closing Adjustment Amount. The parties shall share the costs, expenses and fees of the Auditor in inverse proportion to the extent to which their respective positions are sustained (e.g., if CCE’s position is one hundred percent (100%) sustained, it shall bear none of such costs, expenses, and fees of the Auditor). The determination of the Auditor shall be final, conclusive and binding on the parties. The Auditor’s determination of the amount of the Post-Closing Adjustment Amount shall then be deemed to be the Post-Closing Adjustment Amount for purposes of this Section 2.4. The date on which such items are accepted or finally determined in accordance with this Section 2.4 is referred as to the “Determination Date.” As used in this Agreement, the term “commercially reasonable efforts” shall not include efforts which require the performing party (i) to do any act that is unreasonable under the circumstances, (ii) to make any capital contribution not expressly contemplated hereunder, (iii) to amend or waive any rights under this Agreement, or (iv) to incur or expend any funds other than reasonable out-of-pocket expenses incurred in satisfying its obligations hereunder, including with respect to the right to request a jury trial or reasonable fees, expenses and disbursements of accountants, counsel and other court proceedingprofessionals.

Disputes. The parties hereby consent Notwithstanding Section 9 reserving the right to seek injunctive relief, the agreement under this section is made in accordance with ▇.▇.▇▇. §435.350 et seq. and the Parties acknowledge and agree that (i) all disputes between it shall be binding upon them. This section of this Agreement will be enforceable for the partiesduration of Executive’s employment with Company, including those and thereafter with respect to any such claims arising from or relating to Executive’s employment or cessation of employment with Company. THE PARTIES ACKNOWLEDGE THAT THEY MUST ARBITRATE ALL SUCH EMPLOYMENT-RELATED CLAIMS, AND THAT THEY MAY NOT FILE A LAWSUIT IN COURT, OTHER THAN FOR THE PURPOSES OF SEEKING INJUNCTIVE RELIEF UNDER SECTION 9. All disputes relating to or arising from this Agreement and/or Executive’s employment with the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Company shall be submitted to full resolved, upon written request by either party, by final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association in St. Louis, Missouri (“AAA”) under its Employment in accordance with the AAA Arbitration Rules and Mediation ProceduresProcedures as in effect at the time of the arbitration. The AAA arbitration fees shall be paid equally by the parties hereto. Arbitration hereunder shall take place before one AAA arbitrator mutually agreed upon by the parties within 30 days of the written request for arbitration. If the parties are unable or fail to agree upon the arbitrator within such time, providedthe parties shall submit a request at the end of such period to AAA to select the arbitrator within 15 days thereafter. The arbitration and determination rendered by the AAA arbitrator shall be final and binding on the parties and judgment may be entered upon such determination in any court having jurisdiction thereof (and such judgment enforced, howeverif necessary, through judicial proceedings). It is understood and agreed that the arbitrator shall be specifically empowered to designate and award any remedy available at law or in equity, including specific performance. The arbitrator may award costs and expenses of the arbitration proceeding (including, without limitation, reasonable attorneys’ fees) to the prevailing party. In the event that any court determines that this provision shall arbitration procedure is not require arbitration of binding, or otherwise allows any claim whichlitigation regarding a dispute, claim, or controversy covered by lawthis Agreement to proceed, cannot be the subject of parties hereto hereby waive any and all right to a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court trial by jury in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedinglitigation.

Disputes. The parties hereby consent Disputes between Purchaser and agree that (i) all disputes between the parties, including those Seller relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, Post-Closing Statement that this provision shall not require arbitration of any claim which, by law, cannot be resolved by Purchaser and Seller within fifteen (15) Business Days after receipt by Purchaser of the subject of a compulsory arbitration agreementDispute Notice, (ii) notwithstanding the foregoingor such longer period as Seller and Purchaser shall mutually agree in writing, each party irrevocably submits may be submitted, by notice from Seller or Purchaser to the jurisdiction other, for resolution to KPMG LLP or any other nationally recognized independent accounting firm selected jointly by Purchaser and Seller (the “Independent Accounting Firm”). Each of any Commonwealth Purchaser and Seller shall submit to the Independent Accounting Firm (with a copy delivered to the other party hereto on the same day), within ten (10) Business Days after the date of Virginia State or Federal court engagement of the Independent Accounting Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions in any action or proceeding provided for under Section 1.7 disputed items. Each of Purchaser and Seller may (but shall not be required to) submit to the Independent Accounting Firm (with a copy delivered to the other party hereto on the same day), within forty-five (45) days after the date of the Severance Agreement or with respect engagement of the Independent Accounting Firm, a memorandum responding to enforcement of any judgment upon the award rendered initial memorandum submitted to the Independent Accounting Firm by the arbitratorsother party hereto. Unless requested by the Independent Accounting Firm in writing, no party hereto may present any additional information or arguments to the Independent Accounting Firm, either orally or in writing. During the review by the Independent Accounting Firm, Purchaser and Seller and their respective accountants will each make available to the Independent Accounting Firm such personnel, and hereby waives such information, books and records and work papers and otherwise cooperate in good faith with the defense of inconvenient forum to the maintenance of any such action or proceedingIndependent Accounting Firm, (iii) either party as may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered be reasonably required by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law Independent Accounting Firm to render fulfill its obligations under this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 71.04; provided, however, that if the Employee prevails on accountants of Seller or Purchaser shall not be obliged to make any dispute covered by this provision, then work papers available to the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andIndependent Accounting Firm, except as provided in Section 1.7 of accordance with such accountants’ normal disclosure procedures and then only after the Severance Agreement, hereby waives any rights that might otherwise exist with respect Independent Accounting Firm has signed a customary agreement relating to resolution of disputes between them, including with respect such access to the right work papers in form and substance reasonably acceptable to request a jury trial or other court proceedingsuch accountants.

Disputes. The parties hereby consent and to this Agreement agree that (i) in the event there is a dispute or controversy between them that cannot be settled through direct discussions, it is in the best interests of all disputes for such dispute or controversy to be resolved in the shortest time and with the lowest cost of resolution as practicable. Consequently, any such dispute, controversy or claim between the partiesparties to this Agreement will not be litigated, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall but instead will be submitted to full and binding resolved by arbitration in accordance with Title 9 of the Commonwealth U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAARules”) under its Employment Arbitration Rules ), and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. The arbitration will be before one neutral arbitrator and will proceed under the Expedited Procedures of said Rules. The arbitration will be held in Dallas, (v) except Texas, or such other place as may be selected by mutual agreement. The arbitrator will have the discretion to order a prehearing exchange of information by the parties, and to set limits for both the scope and time period of such exchange. All issues regarding exchange requests will be decided by the arbitrator. Neither party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder, unless required to do so by court or regulatory order, without the prior written consent of both parties. Administrative fees and expenses of the arbitration itself will be borne by the parties equally unless otherwise required by applicable law to render this Section 7 fully enforceablelaw, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7a court of competent jurisdiction or the Rules; provided, howeverthat, in no event will Employee be required to pay in excess of $1,000 of such fees and expenses. The arbitrator will also be authorized to award to the prevailing party all or that if the Employee prevails on fraction of its reasonable costs and fees as is deemed equitable. Costs of a party’s representation by counsel or preparation costs for hearing are not considered administrative fees and expenses for purposes hereof. This provision will not apply to any dispute covered injunctive relief sought by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following or any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into its affiliate under Section 2 or 3 of this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent (a) Before any arbitration pursuant to Section 8.11(b), the Company, the Rights Agent and agree that the Holder Representative will negotiate in good faith for a period of thirty (i30) days to resolve any controversy or claim arising out of or relating to this Agreement or the breach thereof. (b) Any and all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter arising under this provision, Agreement (including but not limited to any claims brought by the Holder Representative on behalf of the Holders) shall be submitted to full settled by final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation ProceduresRules, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon except as modified herein. Judgment on the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. In any arbitration under this Section 8.11(b), the number of arbitrators will be one, and such arbitrator will be selected in accordance with the AAA’s Commercial Arbitration Rules. The place of the arbitration will be [●]. The arbitrator will be a lawyer or retired judge with experience in the biopharmaceutical industry and with mergers and acquisitions. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. In making determinations regarding the scope of exchange of electronic information, the arbitrator and the parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. The hearing shall not last longer than two days, with each hearing day lasting no longer than eight (v) except 8) hours. The arbitrator shall agree to these limits prior to accepting appointment. Except as otherwise may be required by applicable law law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the other parties (provided that the Holder Representative may disclose to render this Section 7 fully enforceablethe Holders any such information without the consent of the Company). The fees and expenses of the arbitration, each party shall be responsible for its own including the costs and expenses (including attorneys’ fees)of any arbitration pursuant billed by the arbitrator in connection with the performance of its duties described herein, will be paid by the non-prevailing party, as determined by the arbitrator, in proportion with the extent to this Section 7which the prevailing party prevails, and the remainder of such costs and expenses will be paid by the prevailing party; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 expenses of the Severance Agreementarbitration incurred by the Holder Representative shall be offset against any CVR Payment Amount, hereby waives if any. Each party will be responsible for its own attorney fees, expenses and costs of investigation provided, however, that any rights that might otherwise exist with respect to resolution of disputes between themsuch fees, including with respect to expenses and costs incurred by the right to request a jury trial or other court proceedingHolder Representative shall be offset against any CVR Payment Amount, if any.

Disputes. The parties hereby consent If the Company or Executive shall dispute any termination of Executive’s employment hereunder or if a dispute concerning any payment hereunder shall exist: (a) either party shall have the right (but not the obligation), in addition to all other rights and agree remedies provided by law, to compel binding, enforceable and non-appealable arbitration of the dispute in ▇▇▇▇▇▇ County, New Jersey under the rules of the American Arbitration Association by giving written notice of arbitration to the other party within thirty (30) days after notice of such dispute has been received by the party to whom notice has been given; and (b) if such dispute (whether or not submitted to arbitration pursuant to Section 12(a) hereof) results in a determination that (i) all disputes between the parties, including those relating Company did not have the right to terminate Executive’s employment under the existence and validity provisions of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, or (ii) notwithstanding the foregoingposition taken by Executive concerning payments to Executive is correct, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State Company shall promptly pay, or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered if theretofore paid by the arbitratorsExecutive, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceedingshall promptly reimburse Executive for, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own all costs and expenses (including attorneys’ fees)of any fees) reasonably incurred by Executive in connection with such dispute. In the event that such dispute (whether or not submitted to arbitration pursuant to this Section 7; provided, however, 12(a) hereof) results in a determination that if the Employee prevails on any dispute covered by this provision, then (i) the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to did have the right to request a jury trial terminate Executive’s employment under the provisions of this Agreement or other court proceeding(ii) the position taken by the Company concerning payments to Executive is correct, Executive shall promptly pay, or if theretofore paid by the Company, shall promptly reimburse the Company for, all costs and expenses (including attorneys’ fees) reasonably incurred by the Company in connection with such dispute.

Disputes. The (A) In the event of a dispute arising between ▇▇▇▇▇ and Seller, which is not disposed of by agreement, Seller shall request a final written decision from ▇▇▇▇▇'s Procurement Manager. If the parties hereby consent and can’t agree on a dispute resolution process or otherwise resolve a dispute, with the exception of third party claims regarding aircraft and/or accidents that (i) are in litigation, the parties agree to be bound by binding arbitration of all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute described as to the arbitrability of a matter under this provision, follows: (a) All disputes arising from or in connection with these Terms shall be submitted to full and binding arbitration pursuant to the applicable Law and Venue clause hereof by three independent arbitrators in accordance with the Commonwealth commercial arbitration rules of Virginiathe American Arbitration Association; (b) Either Party may demand such arbitration in writing, before which demand shall include the name of the arbitrator appointed by the Party demanding the arbitration and a panel statement of three the matter in controversy; (c) Within ten days after such demand, the other Party shall name its arbitrator, and the two arbitrators and administered so named shall select a third arbitrator within ten days or, in lieu of an agreement on the third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, Association. If a second arbitrator is not selected within the time provided, howeverthe first arbitrator shall serve as sole arbitrator; (d) The arbitrators shall have the power to determine the procedure to be followed, that this provision whether discovery is to be allowed and to what extent, and to establish a schedule for resolving the controversy, but they shall not require arbitration have no power to alter, change, amend, modify, or subtract from, any of the provisions of these Terms or to award any claim which, by law, cannot punitive or exemplary damages; (e) The decision of a majority of the arbitrators shall be the subject decision of the arbitrators; (f) All decisions shall be in writing; and (g) The parties agree that the provisions hereof shall be a compulsory arbitration agreementcomplete defense to any suit, (ii) notwithstanding the foregoingaction, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court proceeding instituted in any action federal, state, or proceeding provided for under Section 1.7 of the Severance Agreement local court or before any administrative tribunal with respect to enforcement any controversy or dispute arising out of these Terms, that judgment may be rendered in any judgment upon the court of competent jurisdiction on any award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered made by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputethese Terms, and (vi) each party has knowingly and voluntarily agreed to enter into this that the arbitration clause and, except as provided in Section 1.7 provisions hereof shall survive the termination of the Severance Agreement, hereby waives an Order for any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingreason.

Disputes. The parties hereby consent (a) All disputes and agree that (i) all disputes between other controversies arising out of or relating to this Agreement or the partiesbreach, termination or validity thereof, including those all issues relating to the existence and validity a Person’s ownership of this Release Agreement and or right to use any dispute as to the arbitrability of a matter Intellectual Property Rights under this provisionAgreement (each, a “Dispute”), shall be submitted finally resolved in accordance with the procedures set forth in this Section 9.7. (b) At such time as a Dispute arises, any Party may deliver notice of such Dispute in accordance with Section 9.3 (a “Dispute Notice”). Upon delivery of a Dispute Notice, the Dispute (unless concerning a Material Issue) will be referred to full and binding arbitration the designated representatives of the Parties set forth in Schedule 9.7(b) (the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAAFirst-Level Negotiators”) under its Employment Arbitration Rules for good faith discussion and Mediation Procedures, provided, however, that this provision shall not require arbitration negotiations for a period of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following from the date of receipt by a Party of the Dispute Notice (such period, including any extension thereof mutually agreed to by the Parties in writing, the “First-Level Negotiation Period”); provided that (i) if the Dispute concerns a Material Issue or (ii) the First-Level Negotiators are unable to resolve the Dispute to each Party’s satisfaction during the First-Level Negotiation Period, the Dispute will be referred to the senior management of the Parties (the “Second-Level Negotiators”) for good faith discussion and negotiations for a period of thirty (30) days from the date of receipt by a Party of the Dispute Notice regarding the Material Issue or the expiration of the First-Level Negotiation Period, as applicable (such period, including any extension thereof mutually agreed to by the Parties in writing, the “Second-Level Negotiation Period”). The Parties shall use commercially reasonable efforts to resolve any Dispute during the First-Level Negotiation Period and Second-Level Negotiation Period, as applicable. Any resolution by the First-Level Negotiators or Second-Level Negotiators that is reduced to writing and executed by the First-Level Negotiators or Second-Level Negotiators, as applicable, shall be final and binding on the Parties. If, and only if, the Second-Level Negotiators do not reach a mutually acceptable written resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the Dispute by the end of the Severance AgreementSecond-Level Negotiation Period, hereby waives without limiting any rights that might otherwise exist with respect right of a Party to terminate this Agreement pursuant to Article V, either Party may seek resolution of disputes between themthe Dispute through the courts pursuant to Section 9.8. (c) All offers, promises, conduct and statements, whether oral or written, made in the course of the Negotiation Period by any of the Parties or their agents, employees, experts or attorneys are confidential, privileged and inadmissible for any purpose, including with respect to impeachment, in any court proceeding involving the right to request Parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-disclosable as a jury trial or other court proceedingresult of its use in the negotiation.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those Any dispute or controversy arising from or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and decided by binding arbitration in the Commonwealth State of VirginiaWisconsin, USA, before a panel of three arbitrators and administered by the American Arbitration Association in accordance with its National Rules for the Resolution of Employment Disputes. The arbitrator shall have full authority to award damages and other remedies as may be permitted under applicable law and, as the law permits, award costs and attorneys’ fees. Judgment upon such award may be entered in any state or federal court of competent jurisdiction. At the request of either JDI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by JDI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. JDI shall pay 100% of all costs related to any such arbitration, including without limitation AAA administrative fees, arbitrator compensation and expenses, and costs of witnesses called by the arbitrator (“AAAArbitration Costs”) under its Employment Arbitration Rules ), other than the Employee’s legal expenses. Upon the conclusion of the arbitration hearing and Mediation Proceduresbased upon evidence presented during that hearing, providedthe arbitrator have the right to require that, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding in addition to the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company JDI shall reimburse the Employee for his legal fees or that the Employee’s reasonable Employee reimburse JDI for up to 50% of the Arbitration Costs. In no event shall the Employee be required to reimburse JDI prohibitive costs that would effectively deny Employee a forum to vindicate his rights. Except to the extent set forth above and unless otherwise ordered by the Arbitrator under applicable law, each party shall bear his or its own expenses, such as attorneys’ fees and legal expensesfees, no later than thirty (30) days following any final resolution of such disputecosts, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingexpert witness fees.

Disputes. The parties hereby consent Section 16.4 of the Franchise Agreement is deleted in its entirety and agree that (i) all disputes between replaced with the partiesfollowing: This Agreement shall be governed by the substantive law of the State of Oregon, including those relating USA, without regard to conflicts-of-law rules and without regard to the existence and validity United Nations Convention on Contracts for International Sale of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7Goods; provided, however, that if the Employee prevails on Federal Arbitration Act shall govern the provisions respecting arbitration and arbitrability. If this Agreement is translated into a language other than English for any reason, this English version of the Agreement shall be the controlling translation. All disputes and controversies arising out of or relating in any way to the performance or interpretation of this Agreement, or the transaction incidental to this Agreement, which dispute covered or controversy cannot be settled by mutual agreement of the parties, will be finally and conclusively settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”); provided, however, that: (a) the arbitration shall take place in Vancouver, Washington; (b) there shall be a panel of three (3) arbitrators (collectively, 38 the “Tribunal”), with each party selecting one (1) arbitrator and the third arbitrator to be appointed by the other two arbitrators in accordance with the AAA Rules; (c) the arbitration shall be conducted in the English language; (d) the Tribunal shall use reasonable efforts to schedule all matters regarding the arbitration so that the arbitration progresses in a timely fashion; (e) subject to legal privileges, each party shall be entitled to discovery in accordance with the Federal Rules of Civil Procedure; (f) at the arbitration hearing, each party may make written and oral presentations to the Tribunal, present testimony and written evidence and examine witnesses; (g) the Tribunal shall not have the power to award punitive damages; (h) the Tribunal shall issue a written decision explaining the basis for such decision; (i) the Tribunal may not make any award that is inconsistent with any express term of this provisionAgreement and may not use the equitable powers provided by the AAA Rules to modify the express terms of this Agreement in any way; (j) such decision shall be final, then binding and enforceable in any court of competent jurisdiction; (k) the Company parties shall reimburse share equally any fees and expenses of the Employee for Tribunal and of the EmployeeAmerican Arbitration Association, provided that the Tribunal shall have the authority to award, as part of the arbitrator’s decision, to the prevailing party its costs and expenses of the arbitration proceeding, including but not limited to the Tribunals’ own fees, and the prevailing party’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, experts’ fees; and (vil) each party has knowingly the parties agree that the arbitration proceedings and voluntarily agreed any decision and award of the arbitrator shall be kept confidential and not be disclosed to enter into this arbitration clause andthird parties, except as provided in Section 1.7 necessary to enforce or effectuate the terms of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial such decision or other court proceedingaward.

Disputes. The parties hereby consent and agree that (i) all Any disputes between the parties, including those relating parties to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding settled by arbitration in New York, New York under the Commonwealth auspices of Virginiathe American Arbitration Association, before a panel of three arbitrators and administered (3) arbitrators, in accordance with the National Rules for the Resolution of Employment Disputes promulgated by the American Arbitration Association Association. Each party shall select an arbitrator and the two (“AAA”2) under its Employment Arbitration Rules arbitrators shall select a third and Mediation Procedures, provided, however, that this provision these three arbitrators shall not require form the panel. The decision in such arbitration of any claim which, by law, cannot shall be final and conclusive on the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any parties and judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators decision may be entered by into in any court having jurisdiction thereof. Costs of the arbitration or litigation, (v) except as otherwise required by applicable law to render this Section 7 fully enforceableincluding, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedwithout limitation, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expensesexpenses of both parties, no later than thirty (30) days following any final resolution shall be borne by Employer if you prevail on at least one of such disputethe issues that is the subject of the arbitration. If you do not so prevail, you and Employer shall equally share costs of the arbitration or litigation and your attorneys’ fees, and (vi) each party has knowingly the Employer shall bear its own attorneys’ fees and voluntarily agreed to enter into this arbitration clause and, except expenses. In any case the Employer shall bear all your reasonable attorneys’ fees and expenses upfront. Nothing herein shall prevent Employer from seeking equitable relief in court as provided for in Section 1.7 Paragraph 7(i) or shall prevent either party from seeking equitable relief in court in aid of arbitration under applicable law. After this Agreement has been executed by Employer and a fully executed copy returned to you via email / pdf or fax, it shall constitute a binding agreement between us. Very truly yours, Anavex Life Sciences Corporation June 27th, 2013 Name: T▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director ACCEPTED AND AGREED: C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PhD July 5th, 2013 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made on July 5th, 2013, by and between Anavex Life Sciences Corporation, a Nevada corporation (the “Company”), and C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PhD (the “Indemnitee”). In consideration of the Severance AgreementIndemnitee’s past and future services to or on behalf of the Company and to benefit the Company, the Company and the Indemnitee hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.agree as follows:

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those Any claim or controversy arising out of or relating to this Agreement, or any breach thereof, or otherwise arising out of or relating to Executive's employment, compensation and benefits with the existence and validity of this Release Agreement and any dispute as to Company or the arbitrability of a matter under this provisiontermination thereof, shall be submitted to full and binding settled by arbitration in New York, New York in accordance with the Commonwealth Voluntary Labor Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“"AAA”) under its Employment Arbitration Rules "), or if the AAA refuses to accept and Mediation Proceduresprocess any such dispute for arbitration, provided, however, that this provision shall not require arbitration then the rules of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered procedure established by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules Center for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7Public Resources; provided, however, that if the Employee prevails on any dispute covered by parties agree that (A) the panel of arbitrators shall be prohibited from disregarding, adding to or modifying the terms of this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andAgreement, except as provided required by law; (B) the panel of arbitrators shall be required to follow established principles of substantive law and the law governing burdens of proof; (C) only legally protected rights may be enforced in Section 1.7 arbitration; (D) the panel of arbitrators shall be without authority to award punitive or exemplary damages; (E) the chairperson of the Severance Agreementarbitration panel shall be an attorney licensed to practice law in New York who has experience in similar matters; (F) the panel of arbitrators shall consist solely of arbitrators from the securities or investment management industry; and (G) any demand for arbitration made by Executive or the Company, hereby waives must be filed and served, if at all, within one hundred and eighty (180) days of the occurrence of the act or omission complained of. Any claim or controversy not submitted to arbitration in accordance with this Section 17 shall be considered waived, and, thereafter, no arbitration panel or tribunal or court shall have the power to rule or make any rights award on any such claim or controversy. The award rendered in any arbitration proceeding held under this Section 17 shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that might otherwise exist the judgment conforms to established principles of law and is supported by substantial record evidence. Notwithstanding the foregoing, either the Company or Executive may elect not to have this Section 17 apply with respect to resolution matters arising from the provisions of disputes between themSections 5 through 9, including with respect in which case such matters shall be subject to the right to request a jury trial or other court proceedingenforcement provisions of Section 10 hereof.

Disputes. The parties hereby consent and agree that (iA) all disputes between Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the parties, including those relating Executive to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionCorporation either before suit thereupon is filed or within 20 business days thereafter, shall be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators and administered sitting (i) if the Executive is employed by the American Arbitration Association Corporation or any Subsidiary at the time of the initiation of the arbitration, in the municipality in which the Executive’s principal place of employment is located at the time, and (“AAA”ii) under its Employment Arbitration Rules and Mediation Proceduresif the Executive’s employment with the Corporation or any Subsidiary has terminated prior to the time of initiation of the arbitration, providedat a location which is within 50 miles of the location of the Executive’s principal place of employment at the time of his termination of employment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, that this provision shall not require arbitration be entitled to seek specific performance of the Corporation’s obligations hereunder during the pendency of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding dispute or controversy arising under or in connection with this Agreement. Notwithstanding the foregoing, each party the Corporation shall not be required to seek or participate in arbitration regarding any breach or threatened breach by the Executive of his obligations in Section 9, but may pursue its remedies for such breach in a court of competent jurisdiction in accordance with Section 11(B) below. (B) Any legal action concerning this Agreement, other than an arbitration described in paragraph (A) of this Section 11, whether instituted by the Corporation or the Executive, shall be brought and resolved only in a state court of competent jurisdiction located in the territory that encompasses the city, county, or parish in which the Executive’s principal residence is located at the time such action is commenced. The Corporation hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of any Commonwealth of Virginia State or Federal that court and hereby irrevocably agrees that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in that court. The Corporation agrees that such court is a convenient forum, and hereby waives irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such the action. Any final judgment in the action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered enforced in other jurisdictions by suit on the judgment or in any court having jurisdiction thereof, other manner provided by law. (vC) except as otherwise required To the fullest extent permitted by applicable law to render this Section 7 fully enforceablelaw, each party the Corporation shall be responsible for its own pay all costs and expenses (expenses, including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and disbursements, of the Corporation and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Corporation or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, provided that if the Executive instituted the proceeding and the judge, arbitrator, or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, the Executive shall pay all costs and expenses, no later than thirty including attorney’s fees and disbursements, of the Executive and the Corporation. The Corporation shall pay prejudgment interest, compounded annually, on any money judgment obtained by the Executive as a result of such proceeding, calculated at the prime rate (30as published in The Wall Street Journal) in effect as of the date the payment should otherwise have been provided. Any reimbursement or payment of amounts to the Executive provided under this Section 11(C), shall be subject to the following rules: (i) the expenses must be incurred at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 10th anniversary of the date of the Change in Control; (ii) the expenses shall be paid by the Corporation as incurred (within 10 days following the Corporation’s receipt of an invoice from the Executive); provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iii) the amount of expenses eligible for reimbursement during any final resolution calendar year shall not affect the amount of such disputeexpenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (viiv) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial reimbursement shall not be subject to liquidation or other court proceedingexchange for another benefit.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesAny controversy, including those claim or dispute arising out of or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall be submitted to full and settled by binding arbitration in [CITY/STATE]. Such arbitration shall be conducted in accordance with the Commonwealth then prevailing commercial arbitration rules of Virginia[NAME OF ARBITRATOR], before a panel with the following exceptions if in conflict: (a) one arbitrator shall be chosen by [ARBITRATOR]; (b) each party to the arbitration will pay its pro rata share of three arbitrators the expenses and administered fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the American Arbitration Association arbitrator; and (“AAA”c) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration may proceed in the absence of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, party if written notice (ii) notwithstanding the foregoing, each party irrevocably submits pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Arbitrator’s rules and regulations) of the Severance Agreement or with respect proceeding has been given to enforcement of any judgment upon the award such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrators, arbitrator shall be final and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules conclusive and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofthereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party claims or disputes shall be responsible for its own costs and expenses (including attorneys’ fees)of settled in this manner in lieu of any arbitration pursuant to this Section 7; providedaction at law or equity, provided however, that if the Employee prevails on any dispute covered by nothing in this provision, then the Company subsection shall reimburse the Employee be construed as precluding brining an action for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to injunctive relief or other equitable relief. The arbitrator shall not have the right to request a jury trial award punitive damages or other court proceeding.speculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO

Disputes. The parties hereby consent and agree that (ia) all disputes between the parties, including those relating If prior to the existence and validity Closing any dispute arises out of this Release Agreement and any transaction, the dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered governed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, providedprovisions of the Tarion warranty. Provided, however, if such dispute is not subject to the dispute resolution provisions of Tarion, or in respect of which ▇▇▇▇▇▇ declines to be involved, the Vendor shall have the option, in its Discretion, to terminate this Agreement, in which event the Vendor shall pay to the Purchaser the total of all sums paid by the Purchaser pursuant to this Agreement, including all deposits and amounts paid on account of extras and upgrades, without interest. The said option may be exercised by the Vendor by giving notice to the Purchaser at any time prior to the Closing Date, if the Vendor determines, in its Discretion, that the Tarion warranty is inapplicable; and (b) Except for matters governed by ▇▇▇▇▇▇, the Purchaser agrees that any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) that the Purchaser may have against the Vendor, its agents, employees, principals, successors, assigns, affiliates arising from or relating to this provision Agreement, its interpretation, or the breach, termination or validity thereof, 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), the Purchaser’s purchase or use of the Property and/or the Dwelling or related purchase or the subdivision services (any of the foregoing being a “Claim”) shall be resolved exclusively and finally by binding arbitration pursuant to the Arbitration Act, 1991 (Ontario), as amended or replaced from time to time. Such arbitration shall be the exclusive forum for the resolution of any Claim by the Purchaser against the Vendor, and the Purchaser hereby agrees that it will not bring or participate in a Claim in any court whether directly, indirectly, by counterclaim or otherwise. The findings of the arbitrator and the proceedings of the arbitration shall be held in the strictest confidence and the Purchaser may not, directly or indirectly, disclose or permit anyone else to disclose same. In addition, the Purchaser shall not require arbitration be entitled to join or consolidate claims by other Purchasers, or arbitrate a claim as a representative of a class proceeding or participate as a member of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or class proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingclaim.

Disputes. The parties hereby consent and agree that (ia) all disputes between the partiesAny dispute, including those controversy, difference or claim arising out of, relating to the existence and validity of or in connection with this Release Agreement and Agreement, any dispute as to the arbitrability of a matter under this provisionother Transaction Document, any transaction hereunder or thereunder or breach hereof or thereof shall be submitted to full and binding finally settled by arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAARules”) under its Employment Arbitration Rules then in effect by one (1) arbiter appointed with the consent of both Seller and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, Purchaser (and in the event such consent cannot be obtained within thirty (30) days following the request by Seller or Purchaser for the consent of the other, in accordance with the Rules). The arbiter’s award shall be final and binding, and, in all instances, be subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court limitations set forth in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment Article VIII hereof. Judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbiter may be entered by in any court having jurisdiction thereof. The arbitration shall take place in the ▇▇▇▇ County in the State of Illinois, (v) except or such other place as otherwise required by applicable law to render this Section 7 fully enforceable, each party the parties may agree. The arbiter’s award shall be responsible for in writing and shall include (i) a provision that the prevailing party in the arbitration shall recover its own costs of the arbitration and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputefrom the other party, and (viii) each the amount of such costs and fees. (b) Notwithstanding subsection (a), (i) either party has knowingly may, if it believes that it requires or is entitled to injunctive relief, file a civil action in any court having jurisdiction seeking injunctive relief, (ii) Purchaser shall be entitled to specific performance to remedy any breach by Seller of its representations and voluntarily agreed to enter into this arbitration clause and, except as provided warranties contained in Section 1.7 2.4 (Title and Sufficiency of Transferred Assets) and the covenants contained in Section 4.1 (Further Assurances) and shall be entitled to file a civil action in any court having jurisdiction seeking such relief and (iii) Purchaser shall be entitled to specific performance and shall be entitled to file a civil action in any court having jurisdiction seeking such relief if Seller is in breach of its obligations under Section 4.6 (No Other Bids) hereof or if following the termination of the Severance Manufacturing Agreement, hereby waives any rights Purchaser has requested that might otherwise exist the Manufacturing Closing take place and the Manufacturing Assets be transferred to Purchaser in accordance with respect the terms of this Agreement and Seller has not, within ten (10) business days following such request, delivered and transferred the Manufacturing Assets to resolution of disputes between themPurchaser. Any claim to or demand for monetary damages shall, including with respect to however, be governed exclusively by the right to request a jury trial or other court proceedingprovisions for arbitration set forth in subsection (a).

Disputes. The parties hereby consent and agree that (i) all disputes between Any controversy or claim arising out of or in relation to this Agreement, or the partiesbreach or alleged breach thereof, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionwhich cannot be settled amicably, shall be submitted to full and binding settled by arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginiathe International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the International Commercial Arbitration( ICA ) located in the state of Nevada, U.S.A. (or such other Center location as the parties may agree) three (3) copies of such notice and three (3) copies of this agreement together with the appropriate filing fee. The arbitration shall be conducted before a panel of three (3) arbitrators and administered who shall be appointed in accordance with the said rules. The arbitration proceedings shall be held at the ICA location agreed to by the American Arbitration Association (“AAA”) parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entitled under its Employment Arbitration Rules and Mediation Proceduresthe law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any special, indirect, consequential, or punitive damages arising out of or related to this provision Agreement, or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for willful or wanton misconduct. The arbitration award shall be given within six (6) months from appointment of the third arbitrator. The award given by the three arbitrators or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State serve as precedent or Federal court authority in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or subsequent proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on losing party should fail to comply with the award, the prevailing party may apply to any dispute covered court having jurisdiction for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by this provisionlaw or court orders, then the Company substance of any arbitration proceedings shall reimburse be kept confidential by all parties and by the Employee for arbitrators; however, the Employee’s reasonable attorneys’ fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the proceeding, including the fees and legal expensescosts of attorneys, no later than thirty (30) days following any final resolution of such disputeaccountants, and (vi) each party has knowingly witnesses, and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the compensation of the Severance Agreementarbitrators, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect shall be assessed by the arbitrators against the parties according to the right to request a jury trial or other court proceedingarbitrators' determination of fault.

Disputes. The parties hereby consent Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and agree that Executive (i) all disputes between each a “Party,” and jointly, the parties“Parties”), including those relating to the existence and validity any dispute, claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe Judicial Arbitration and Mediation Services, before Inc. (“JAMS”). The arbitration will be held in Chicago, Illinois unless the Parties mutually agree otherwise. Nothing contained in this Paragraph 13 will be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent and agree In the event any Party has a dispute, or asserts a claim, that arises out of or in connection with this Agreement or its performance (ia “Dispute”), such Party shall provide the other Parties with written notice of the Dispute (“Notice of Dispute”). Such Dispute shall be referred to a designated senior representative of each Party for resolution on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other Parties. In the event the designated representatives are unable to resolve the Dispute through unassisted or assisted negotiations within thirty (30) all disputes between Calendar Days of the partiesother Parties’ receipt of the Notice of Dispute, including those relating to such Dispute may, upon mutual agreement of the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionParties, shall be submitted to full arbitration and binding resolved in accordance with the arbitration procedures set forth below. In the event the Parties do not agree to submit such Dispute to arbitration, each Party may exercise whatever rights and remedies it may have in equity or at law consistent with the terms of this Agreement. External Arbitration Procedures. Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) Calendar Days of the submission of the Dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. In each case, the arbitrator(s) shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAAArbitration Rules”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State applicable FERC regulations or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7RTO rules; provided, however, that if in the Employee prevails on any dispute covered by event of a conflict between the Arbitration Rules and the terms of this provisionArticle Article 21., then the Company terms of this Article Article 21. shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingprevail.

Disputes. The parties hereby consent and agree that (ia) all disputes between the partiesA SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD OF SUCH SERVICE RECIPIENT) MAY, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionWITHIN 60 DAYS AFTER RECEIPT OF AN INVOICE FROM THE SERVICE PROVIDER, shall be submitted to full and binding arbitration in the Commonwealth of VirginiaTAKE WRITTEN EXCEPTION TO ANY CHARGE, before a panel of three arbitrators and administered by the American Arbitration Association ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES. IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES, SUCH AMOUNT OR PORTION THEREOF (“AAA”AS THE CASE MAY BE) under its Employment Arbitration Rules and Mediation ProceduresSHALL BE REFUNDED BY THE SERVICE PROVIDER TO SUCH SERVICE RECIPIENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, providedA SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD OF SUCH SERVICE RECIPIENT) MAY TAKE EXCEPTION TO ANY CHARGE WITHIN THE PERIOD SPECIFIED ABOVE NOTWITHSTANDING THAT THE RELATED INVOICE WAS PAID IN FULL. (b) If, however, that this provision shall not require arbitration within 20 days after receipt of any claim whichwritten exception pursuant to Section 3.3(a), by law, cannot be a Service Recipient (or the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 audit committee of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution Board of such Service Recipient) and the Service Provider have been unable to resolve any dispute, and if the aggregate amount in dispute exceeds $100,000, such Service Recipient (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 or the audit committee of the Severance AgreementBoard of such Service Recipient) or the Service Provider may submit the dispute to an independent third party accounting firm that is mutually agreeable to such Service Recipient (audit committee of the Board of such Service Recipient), hereby waives any rights that might otherwise exist on the one hand, and the Service Provider, on the other hand. The parties shall cooperate with respect such accounting firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution of disputes between them, including with respect to by such auditing firm shall be final and binding on the right to request a jury trial or other court proceedingparties.

Disputes. 7.2.1 The parties hereby consent and agree that (i) all disputes between the partiesParties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement, including through any specific dispute resolution processes provided for elsewhere in this Agreement, including those relating provided for in this Section 7.2. Any Party may give the other Party a written notice of any dispute not so resolved in the normal course of business or through any specific dispute resolution processes provided for elsewhere in this Agreement. Within [***] after delivery of such notice, representatives of the Parties with full settlement authority shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. 7.2.2 If the dispute has not been resolved by negotiations within [***] following the notice provided for in Section 7.2.1, or if the Parties fail to meet within the [***] period set forth in Section 7.2.1, then each of the Parties hereby irrevocably consents and agrees that any legal action or proceedings with respect to this Agreement shall be brought in any state or federal court within New York County, New York having subject matter jurisdiction arising under this Agreement. By execution and delivery of this Agreement and such other documents executed in connection herewith, each Party hereby (a) accepts the exclusive jurisdiction of the aforesaid courts, (b) irrevocably agrees to be bound by any final judgment (after any and all appeals) of any such court with respect to such documents, (c) irrevocably waives, to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, fullest extent permitted by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits any objection it may now or hereafter have to the jurisdiction laying of any Commonwealth venue of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of such documents brought in any judgment upon the award rendered by the arbitratorssuch court, and hereby waives the defense of inconvenient forum further irrevocably waives, to the maintenance of fullest extent permitted by law, any claim that any such action or proceedingproceeding brought in any such court has been brought in any inconvenient forum, (iiid) either party may elect to invoke the Optional Rules for Emergency Measures agrees that services of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators process in any such action or proceeding may be entered effected by mailing a copy thereof by registered or certified mail (or any court having jurisdiction thereofsubstantially similar form of mail), (v) except as otherwise required by applicable law postage prepaid, to render this such Party at its address set forth in Section 7 fully enforceable8.1, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if or at such other address of which the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputeParties have been notified, and (vie) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights agrees that might otherwise exist with respect to resolution of disputes between them, including with respect to nothing herein shall affect the right to request a jury trial effect service of process in any other manner permitted by law. 7.2.3 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT. 7.2.4 Nothing contained this Section 7.2 or other court proceedingotherwise herein shall restrict the availability to any Party of specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

Disputes. The parties hereby consent Except as otherwise provided in this Agreement, any dispute concerning a question of fact or law arising under or related to this Agreement which is not disposed of by agreement at the PARTIES’ designee level shall be initially decided by the AUTHORITY, who shall reduce its decision to writing and agree that (i) all disputes between the parties, including those relating mail or otherwise furnish a copy thereof to the existence UTILITY OWNER. The decision of the AUTHORITY shall be final and validity conclusive unless, on or before the 90th day from the date of receipt of such copy, the UTILITY OWNER mails or otherwise furnishes a written appeal addressed to the AUTHORITY. The decision of the AUTHORITY or its duly authorized representative on such appeal shall be final and conclusive as to questions of fact unless subsequently determined to have been fraudulent, capricious, arbitrary, so grossly erroneous as to necessarily imply bad faith, or not supported by substantial evidence. The decision of the AUTHORITY or its duly authorized representative shall not be final and conclusive as to questions of law. No action challenging such decision shall be brought more than one (1) year from the date of the UTILITY OWNER’s receipt of such decision. In connection with any appeal of the AUTHORITY's decision, the UTILITY OWNER shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. At all times during the course of the dispute resolution process, the UTILITY OWNER shall continue with the Work as directed, in a diligent manner, and without delay; shall conform to any of the AUTHORITY's responses, decisions, or orders; and shall be governed by all applicable provisions of the Agreement. Records of the Work shall be kept in sufficient detail to enable payment in accordance with applicable provisions in this Release Agreement irrespective of the ultimate outcome of any dispute. If it is determined, on appeal, that the AUTHORITY's interpretation of the Agreement, direction to the UTILITY OWNER, or any other action required by the AUTHORITY's decision was an erroneous determination of the rights and obligations of the PARTIES under the Agreement, the UTILITY OWNER’S claim and any award by resolver of the dispute as shall be limited to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered incremental costs incurred by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including UTILITY OWNER with respect to the right to request a jury trial or disputed matter (crediting the AUTHORITY for any corresponding reduction in the UTILITY OWNER’s other court proceedingcosts) and shall in no event exceed the amounts allowed hereunder with respect thereto.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesExcept as set forth in this paragraph, including those relating to the existence and validity any dispute, claim or difference arising out of this Release Transition Agreement and any dispute as to the arbitrability of a matter under this provision, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) ). The arbitration will be held in Baltimore, Maryland unless Executive and the Company mutually agree otherwise. Nothing contained in this Section 20 will be construed to limit or preclude a Party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require Transition Agreement or any other agreement between or among the Parties during the pendency of the arbitration of any claim which, by law, cannot be proceedings. Subject to the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoingproviso in this sentence below, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for Party will bear its own costs and fees of the arbitration, and the fees and expenses (including attorneys’ fees)of of the arbitrator will be borne equally by the Parties unless the arbitrator determines that any arbitration pursuant Party has acted in bad faith, in which event the arbitrator will have the discretion to this Section 7require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution claims that, but for this mandatory arbitration clause, could be brought against the Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator will be granted and will be required to exercise all discretion belonging to a court of disputes between themcompetent jurisdiction under such Employment Law to decide the dispute, including with respect whether such discretion relates to the right provision of discovery, the award of any remedies or penalties, or otherwise. As to request claims not relating to Employment Laws, the arbitrator will have the authority to award any remedy or relief that a jury trial court of the State of Maryland could order or grant. The decision and award of the arbitrator will be in writing and copies thereof will be delivered to each Party. The decision and award of the arbitrator will be binding on all Parties. In rendering such decision and award, the arbitrator will not add to, subtract from or otherwise modify the provisions of this Transition Agreement. Either Party to the arbitration may seek to have the ruling of the arbitrator entered in any court having jurisdiction thereof. Each Party agrees that it will not file suit, motion, petition or otherwise commence any legal action or proceeding for any matter which is required to be submitted to arbitration as contemplated herein except in connection with the enforcement of an award rendered by an arbitrator and except to seek the issuance of an injunction or temporary restraining order pending a final determination by the arbitrator. Upon the entry of any order dismissing or staying any action or proceeding filed contrary to the preceding sentence, the Party which filed such action or proceeding will promptly pay to the other Party the reasonable attorney’s fees, costs and expenses incurred by such other Party prior to the entry of such order. All aspects of the arbitration will be considered confidential and will not be disseminated by any Party with the exception of the ability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, upon request, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with the exception of its subpoena by a court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party. This Section 20 will be construed and enforced under the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

Disputes. The parties hereby consent and agree that (i) all disputes Any dispute between the parties, including those relating to the existence and validity of this Release Agreement and any dispute Parties as to the arbitrability monetary amount of a matter under any such revenues or expenses addressed in this provision, Article 4 (the “Disputed Amounts”) shall be submitted to full and resolved by binding arbitration conducted by an Expert mutually approved by CWI and WPPI, provided that, in the Commonwealth of Virginiaevent that the Parties are unable to agree upon an Expert within twenty (20) days after either Party has submitted the Disputed Amounts to binding arbitration, before a panel of three arbitrators and administered the Expert shall be appointed by JAMS within two (2) business days thereafter. Any arbitration shall be conducted pursuant to the American Arbitration Association (“AAA”) under its Employment JAMS’ Comprehensive Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be Procedures (the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7“Rules”); provided, howeverthat no discovery shall be permitted other than pursuant to Rule 17(a) of the Rules. Each Party shall promptly, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, in no event later than thirty seven (307) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 appointment of the Severance AgreementExpert, hereby waives any rights that might otherwise exist with respect submit to resolution of disputes between them, including the Expert their respective positions with respect to the right to request a jury trial Disputed Amounts, including their specific valuations or other court proceeding.proposed amounts in connection therewith. The Expert shall be instructed by the Parties to use its best efforts to make a reasoned final written determination within seven (7) days after the Parties submit in writing (or have had the opportunity to submit in writing but have not submitted) their positions as to the Disputed Amounts, final and binding on the Parties, of the Disputed Amounts presented to it. The Expert shall rely solely on such written submissions by the Parties with respect to the matters at issue and shall not undertake an independent investigation, but may make inquiries of the Parties. In rendering its decision and any award with respect to any item, the Expert shall be permitted to choose only between the respective amounts or other position set forth by CWI or WPPI, and shall not be permitted to render a decision that does not conform in all respects with either CWI’s or WPPI’s respective

Disputes. The parties hereby consent and agree that (i) all disputes between Any controversy or claim arising out of or in relation to this Agreement, or the partiesbreach or alleged breach thereof, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionwhich cannot be settled amicably, shall be submitted to full and binding settled by arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginiathe International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the Centre for International Commercial Arbitration located in Honolulu, Hawaii (or such other Centre location as the parties may agree) three (3) copies of such notice and three (3) copies of this Agreement together with the appropriate filing fee. The arbitration shall be conducted before a panel of three (3) arbitrators and administered who shall be appointed in accordance with the said rules. The arbitration proceedings shall be held at the Centre location agreed to by the American Arbitration Association (“AAA”) parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entitled under its Employment Arbitration Rules and Mediation Proceduresthe law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any special, indirect, consequential, or punitive damages arising out of or related to this provision Agreement, or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for wilful or wanton misconduct. The arbitration award shall be given within six (6) months from appointment of the third arbitrator. The award given by the three (3) arbitrators, or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State serve as precedent or Federal court authority in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or subsequent proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on losing party should fail to comply with the award, the prevailing party may apply to any dispute covered court having jurisdiction for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by this provisionlaw or court orders, then the Company substance of any arbitration proceedings shall reimburse be kept confidential by all parties and by the Employee for arbitrators; however, the Employee’s reasonable attorneys’ fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the proceeding, including the fees and legal expensescosts of attorneys, no later than thirty (30) days following any final resolution of such disputeaccountants, and (vi) each party has knowingly witnesses, and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the compensation of the Severance Agreementarbitrators, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect shall be assessed by the arbitrators against the parties according to the right to request a jury trial or other court proceedingarbitrators’ determination of fault.

Disputes. The parties hereby consent and agree that 4.1 If (i) all disputes between Escrow Agent shall have received a Notice of objection as provided for in Section 3.4 hereof within the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, time therein prescribed or (ii) notwithstanding any other disagreement or dispute shall arise among the foregoingparties or any other persons resulting in adverse claims and demands being made for the Deposit and interest thereon whether or not litigation has been instituted, each party irrevocably submits then and in any such event, Escrow Agent shall refuse to comply with any claims or demands for the jurisdiction Deposit and shall continue to hold the same and all interest earned thereon until it receives either (x) a Notice executed by Buyer and Sellers and directing the disbursement of the Deposit and all interest earned thereon or (y) a final nonappealable order of a court of competent jurisdiction, entered in an action, suit or proceeding in which Buyer and Sellers are parties, directing the disbursement of the Deposit and all interest earned thereon, in either of which events Escrow Agent shall then disburse the Deposit and all interest earned thereon in accordance with such direction. Escrow Agent shall not be or become liable in any Commonwealth way or to any person for its refusal to comply with any such claims and demands unless and until it has received such direction. Upon compliance with such direction, Escrow Agent shall be released of Virginia State and from all liability hereunder, except for the bad faith, gross negligence or Federal court in willful misconduct of Escrow Agent. 4.2 Escrow Agent may institute or defend any action or proceeding provided for under Section 1.7 of the Severance Agreement legal process involving any matter referred to herein which in any manner affects it or with respect its duties and liabilities hereunder, but Escrow Agent shall not be required to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any institute or defend such action or proceedingprocess unless or until requested to do so by both Buyer and Sellers and then only upon receipt of an indemnity in such amount, (iii) either party and of such character, as it may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules reasonably require against any and Mediation Proceduresall claims, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereofliabilities, (v) except as otherwise required by applicable law to render this Section 7 fully enforceablejudgments, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following other expenses of every kind in relation thereto. All reasonable costs and expenses incurred by Escrow Agent in connection with any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed action or process are to enter into this arbitration clause and, except as provided in Section 1.7 of be paid by the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingnon‑prevailing party.

Disputes. The parties hereby consent and agree that 38.1 Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement (i) all disputes between the partiesother than a matter for which Sanofi is expressly stated to have final decision-making authority under this Agreement, which will be resolved in accordance with Clause 11.9), including those relating any dispute as to its existence, validity, interpretation, performance, breach or termination or the existence and validity consequences of its nullity, any dispute as to whether Sanofi does in fact have final decision-making authority for a certain matter under this Release Agreement and any dispute as relating to the arbitrability any non-contractual obligations arising out of or in connection with it (a matter under this provision“Dispute”), shall be submitted finally resolved pursuant to full the following provisions of this Clause 38 unless Sanofi has final decision-making authority under Clause 11.9. 38.2 In the event a Dispute arises, the Parties agree that they shall attempt in good faith to resolve the Dispute by referring it in writing to the Alliance Manager of the other Party and the Joint Steering Committee. Any dispute that is not resolved by the Alliance Managers or the Joint Steering Committee may be referred in writing at any time by either Party’s Alliance Manager for resolution to the Parties’ respective Senior Executives, and such Senior Executives will meet (including via teleconference) at a mutually agreed upon time and location for discussion and resolution of the Dispute within [***] Business Days after such reference. 38.3 If a Dispute has not been resolved within [***] days after referral to the Senior Executives, then either Party will be entitled to refer that Dispute for final resolution via binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and accordance with this Clause 38.3: (a) The arbitration shall be administered by [***] pursuant to [***] in effect at the American Arbitration Association time of the arbitration (the “AAARules”), except to the extent such Rules are inconsistent with this Clause 38.3, this Clause 38.3 will control and the Rules will be deemed to have been amended by this Clause 38.3 for the purposes of this Agreement. (b) under its Employment Arbitration Any demand or notice for arbitration must be made in writing to the other Party and served properly in accordance with the Rules and Mediation ProceduresApplicable Law. (c) The arbitration shall be conducted by [***] arbitrators (each an “Arbitrator”). Each Party shall nominate [***] Arbitrator and the [***] Arbitrators so nominated by the Parties will nominate the presiding Arbitrator and, providedif they are unable to so agree, howeverthen the presiding Arbitrator will be appointed by [***]. (d) Notwithstanding the Rules, that and unless otherwise agreed to by both Parties, the following procedures shall apply to any proceeding conducted pursuant to this provision Clause 38.3: (i) the total duration of the arbitration proceeding shall not require arbitration last more than [***] months from the signing of any claim which, by law, cannot be the subject terms of reference or the holding of a compulsory arbitration agreementcase management conference, whichever occurs later; (ii) notwithstanding the foregoingfact discovery shall be limited to document productions from only [***] custodians Party and [***] fact depositions per Party; expert discovery shall be limited to [***] experts per Party; and each Party can submit up to [***] expert reports, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, no more than [***] pages each; (iii) either party each Party may elect to invoke submit one pre-trial brief of no more than [***] pages, and there will be no other briefings or motion practices except for post-hearing briefs (if requested by the Optional Rules for Emergency Measures Arbitrators); any arbitration hearing shall not exceed [***] days, each Party can call no more than [***] expert witnesses; direct testimony per witness shall not exceed [***] hours, and cross-examination of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, any witness shall not exceed [***] hours; (iv) the Arbitrators’ decision must be issued within [***] months of the last day of the [***] month period according to sub-clause (i) above, and the Arbitrators’ decision cannot exceed [***] pages unless the Parties jointly request an extension, or the Arbitrator determines, in a reasoned decision, that the interest of justice or the complexity of the case requires that such a time limit be extended; and (v) for the avoidance of doubt, the [***] shall not apply. (e) The arbitration shall be held in [***] and shall be conducted in English. The Arbitrators will apply the substantive law of the State of New York in accordance with Clause 39, without regard to conflicts of law principles and except that the interpretation and enforcement of this arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (f) Notwithstanding any provision to the contrary in the Rules, the Parties agree that the Arbitrators may have the same nationality as any Party to the arbitration. (g) Each Party shall be responsible for its own expenses (including legal fees and expenses) in connection with the arbitration, except that the fees of the Arbitrators and other related costs of the arbitration will be shared equally by the Parties, unless the Arbitrators determine that a Party has incurred unreasonable expenses due to vexatious or bad faith positions taken by the other Party, in which event the Arbitrators may make an award of all or any portion of such expenses (including legal fees and expenses) so incurred. (h) The Parties hereby submit to the non-exclusive jurisdiction of [***] for the limited purpose of enforcing this Agreement to arbitrate. The arbitration award shall be final and binding, and judgment upon over the award rendered by the arbitrators may be entered by any court having jurisdiction thereofthereof or having jurisdiction over the relevant Party and its assets. 38.4 This Clause 38 is without prejudice to each Party’s right to seek interim relief against the other Party (such as an injunction) through the courts of the [***] to protect its rights and interests, (v) except as otherwise required by applicable or to enforce the obligations of the other Party. Neither Party will have the right independently to seek recourse from a court of law or other authorities in lieu of arbitration, but nothing in this Clause 38 will preclude either Party from seeking equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of or during any arbitration pursuant if necessary to this Section 7; provided, however, that if protect the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution interests of such dispute, and (vi) each party has knowingly and voluntarily agreed Party or to enter into this preserve the status quo pending the arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesExcept as otherwise agreed, including those relating to the existence and validity of this Release Agreement and any dispute concerning this agreement will be resolved as to follows: 14.1 If either party believes that a dispute cannot be resolved by informal negotiation, the arbitrability of a matter under this provision, shall will be submitted to full mediation. The parties will agree upon a neutral impartial mediator experienced in the field of interactive electronic networks. At the commencement of the mediation, the parties will agree upon (a) a procedure for exchange of information related to the dispute, and (b) ground rules and a schedule for conducting the proceeding before the mediator. 14.2 If a dispute is not settled pursuant to mediation within the agreed time period, or if any party will not participate in the mediation, the dispute will be submitted to binding arbitration in Denver, Colorado, in accordance with the Commonwealth rules of Virginiathe CPR Institute for Dispute Resolution. The arbitration will be by a single arbitrator (or, before a panel if the amount in controversy is greater than $50,000, by three arbitrators, none of three arbitrators and administered whom will be appointed by either party) experienced in the field of interactive electronic networks. The arbitration will be governed by the American United States Arbitration Association (“AAA”) under its Employment Arbitration Rules Act, and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The arbitrators will not be empowered to award damages in excess of actual damages, but will be empowered (vnot required) except to require any party to pay the reasonable attorney fees, expert witness fees, and other arbitration costs of any other party. 14.3 Except as otherwise required by applicable law to render specified in section 11.4, the procedures described in this Section 7 fully enforceable, each party shall section will be responsible the exclusive procedures for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7the resolution of disputes; provided, however, that either party may seek preliminary judicial relief in Denver, Colorado, if in the Employee prevails on judgment of that party such relief is necessary to avoid irreparable damage. Despite the initiation of any dispute covered by this provisionsuch judicial proceedings, then the Company shall reimburse parties will continue to participate in good faith in the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution mediation or arbitration. Any cause of such dispute, and (vi) each action either party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist may have with respect to resolution this agreement will be barred unless it is commenced within one year after the cause of disputes between themaction arises, including is discovered, or should have been discovered with respect to the right to request a jury trial or other court proceedingexercise of reasonable diligence.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesAny controversy, including those claim or dispute arising out of or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAGREEMENT, shall be submitted to full and settled by mediation in Folsom, CA, if unresolved the issue will be settled by binding arbitration in Sacramento, CA. Such arbitration shall be conducted in accordance with the Commonwealth then-prevailing commercial arbitration rules of Virginiathe American Arbitration Association, before a panel of three arbitrators and administered with the following exceptions if in conflict: (a) one arbitrator will be chosen by the American Arbitration Association Association; (“AAA”b) under each party to the arbitration will pay its Employment Arbitration Rules pro rata share of the expenses and Mediation Proceduresfees of the arbitrator, provided, however, that this provision shall not require together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, party if written notice (ii) notwithstanding the foregoing, each party irrevocably submits pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitrator’s rules and regulations) of the Severance Agreement or with respect proceeding has been given to enforcement of any judgment upon the award such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrators, arbitrator shall be final and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules conclusive and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofthereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party claims or disputes shall be responsible for its own costs and expenses (including attorneys’ fees)of settled in this manner in lieu of any arbitration pursuant to this Section 7; providedaction at law or equity, provided however, that if the Employee prevails on any dispute covered by nothing in this provision, then the Company subsection shall reimburse the Employee be construed as precluding bringing an action for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to injunctive relief or other equitable relief. The arbitrator shall not have the right to request a jury trial award punitive damages or other court proceedingspeculative damages to either party and shall not have the power to amend this AGREEMENT. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERTO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Disputes. The parties hereby consent (a) All disputes between Executive and agree that the Company relating in any manner whatsoever to Executive’s employment or the termination of Executive’s employment will be resolved by final and binding arbitration to the fullest extent authorized by the Federal Arbitration Act, 9 U.S.C. Title 9. This agreement to arbitrate applies, without limitation, to disputes regarding trade secrets, unfair competition, compensation, termination, discrimination, or harassment and claims arising under the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Family Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, and other federal, state, or local laws, statutes, or regulations, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (but excludes workers compensation, state disability insurance and unemployment insurance claims). (b) Nothing in this Agreement will be deemed to preclude Executive from: (i) all disputes between bringing an administrative claim before any agency in order to fulfill Executive’s obligation to exhaust administrative remedies before making a claim in arbitration; or (ii) private attorney general representative actions. Executive, however, may seek only in arbitration individual remedies for himself under any applicable private attorney general representative action statute, and the parties, including those relating to arbitrator will decide whether Executive is an aggrieved person under any private attorney general statute. (c) The arbitration will be conducted in accordance with the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its then existing JAMS Employment Arbitration Rules and Mediation & Procedures, providedas amended (“JAMS Employment Rules”). All arbitration proceedings will be conducted at the JAMS office located nearest to the place where Executive last worked for the Company, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, unless each party irrevocably submits agrees in writing otherwise. (d) All disputes or claims subject to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitration will be decided by a single arbitrator. The arbitrator will be selected by mutual agreement of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than parties within thirty (30) days following any final resolution of the effective date of the notice initiating the arbitration. If the Parties cannot agree on an arbitrator, then the complaining party will notify JAMS and request selection of an arbitrator in accordance with the JAMS Employment Rules. The arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. The arbitrator will have only such disputeauthority to award equitable relief, damages, costs, and (vifees as a court would have for the particular claim(s) each party has knowingly asserted and voluntarily agreed to enter into any action of the arbitrator in contravention of this arbitration clause andlimitation may be the subject of court appeal by the aggrieved party. All aspects of the arbitrator’s ruling will be final, except as provided in Section 1.7 that the parties presently agree to the JAMS Optional Appeal Procedures, that those procedures are applicable to the arbitration and the arbitrator’s ruling, and that the parties will execute all applicable documents required to make the JAMS Optional Appeal Procedures effective. The arbitrator will determine the allocation of the Severance fees and costs of JAMS and the arbitrator between the parties. (e) Notwithstanding the foregoing, if Executive breaches or threatens to breach his obligations under the Non-Competition, Confidentiality and Intellectual Property Agreement, hereby pending arbitration under this Section, the Company is entitled to seek temporary and preliminary injunctive relief before a Court without the need to post a bond. (f) Executive and the Company each consents to jurisdiction in the United States District Court for the District of Delaware, or if that court is unable to exercise jurisdiction for any reason, the state courts of Delaware sitting in New Castle County to compel arbitration under this Agreement, to enforce any award issued by the arbitrator or to seek temporary or preliminary injunctive relief to enjoin a breach of the Non-Competition, Confidentiality and Intellectual Property Agreement pending arbitration. Each of Executive and the Company waives any rights that might otherwise exist other requirement (whether imposed by statute, rule of court, or otherwise) with respect to resolution personal jurisdiction or service of disputes between them, including with respect process and waives any objection to jurisdiction based on improper venue or improper jurisdiction. (g) BOTH THE COMPANY AND EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW. (h) Executive and the Company each hereby irrevocably consents to the right service of process in any dispute brought under this Agreement pursuant to request a jury trial or other court proceedingthe notice provisions set forth in Section 20 of this Agreement.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those Every dispute arising from or relating to this Agreement shall be tried only in the existence and validity state or federal courts situated in the Denver, Colorado, metropolitan area, except that disputes concerning (a) whether Seller had the right to terminate this Agreement pursuant to Section 6.2 above upon Seller’s early termination of this Release Agreement and any dispute as to or (b) the arbitrability enforcement, application or interpretation of a matter under this provisionSection 13 above (collectively, the “Arbitrated Disputes”) shall be submitted to full and resolved through binding arbitration to be conducted in the Commonwealth of VirginiaDenver, Colorado metropolitan area, pursuant to JAMS Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”), before a panel single arbitrator selected by agreement of three arbitrators and administered the parties or, in the absence of such agreement, as prescribed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require JAMS Rules. Judgment on the arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or award with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators Arbitrated Disputes may be entered by in any court having jurisdiction thereof, . In the event that the arbitrator determines that: (va) except as otherwise required by applicable law the Seller did not have the right to render terminate this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration Agreement pursuant to Section 6.2 above despite its purported early termination of this Section 7; providedAgreement, howeveror (b) Buyer has terminated the Agreement for Seller’s failure to supply Products pursuant to its terms, and Seller either agrees in writing that if such termination was appropriate, or the Employee prevails on any dispute covered by this provisionarbitrator determines that such early termination was effected properly, then the Company shall reimburse Standstill Agreement dated of even date with this Agreement between the Employee for the Employee’s reasonable attorneys’ fees Parties and legal expenses, no later than thirty (30) days following any final resolution of such dispute, all rights and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 obligations of the Severance AgreementParties thereunder shall immediately terminate, hereby waives any rights that might otherwise exist with respect to resolution expire and be of disputes between them, including no further force or effect. Except with respect to the right Arbitrated Disputes, the Parties consent to request a jury trial or other court proceedingvenue in those courts in Colorado and agree that those courts shall have personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action.

Disputes. The (a) In the event that Seller disputes the Closing Statement in any respect, Seller shall so notify Purchaser within fifteen (15) days of its receipt of the Closing Statement (which notice shall specify in reasonable detail the disputed items). If the parties hereby consent and agree are unable to resolve such dispute within fifteen (15) days thereafter, the items that remain in dispute (ithe “Disputed Items”) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full an independent accounting firm that is mutually acceptable to Purchaser and Seller (the “Independent Accountant”) for determination. In the event that the parties do not agree upon an Independent Accountant within fifteen (15) days of the date on which an Independent Accountant is initially proposed by one party to the other, the parties shall submit the matter to the American Arbitration Association for a determination of the Independent Accountant. In connection with its review, the Independent Accountant shall (i) have the right to undertake such procedures as it may deem appropriate and examine all work papers utilized in connection with the preparation of the Closing Statement, and (ii) only make a determination as to the Disputed Items. The decision of the Independent Accountant as to the Disputed Items shall be final, conclusive and binding arbitration in upon the Commonwealth parties, without any right of Virginiafurther appeal (absent manifest error). The expense of (A) the Independent Accountant, before a panel of three arbitrators and administered by (B) the submission to the American Arbitration Association (“AAA”as set forth in this paragraph) under its Employment Arbitration Rules shall be (i) borne by Purchaser and Mediation ProceduresPurchaser Parent, providedjointly and severally, howeveron the one hand, that this provision shall not require arbitration and Seller, on the other hand, in proportion to the relative differences between (x) the final position of any claim which, by law, cannot be the subject parties prior to submission of a compulsory arbitration agreement, the matter to the Independent Accountant and (iiy) notwithstanding the foregoingdetermination of the Independent Accountant. (b) Promptly following the delivery of the Closing Statement, each party irrevocably submits to of Seller, the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Purchaser, and Purchaser Parent shall make the Files and Records of the Severance Agreement or with respect Embassy Business within their respective possession available to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails other on any dispute covered by this provision, then the Company shall reimburse the Employee reasonable notice during normal business hours in order for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed parties to enter into this arbitration clause and, except as provided in Section 1.7 verify the calculations of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to amounts set forth in the right to request a jury trial or other court proceedingClosing Statement.

Disputes. The parties hereby consent and agree that (i) all disputes Except as set forth in this Section 7, any dispute, claim or difference arising between the partiesParties including any dispute, including those relating to the existence and validity claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe JAMS. The arbitration shall be held Chicago, before Illinois unless the Parties mutually agree otherwise. Nothing contained in this Section 7 shall be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator shall be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Section 7 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent and agree that Any dispute, whether based on contract, tort, statute, or any other legal or equitable theory, arising out of or relating to: (ia) all disputes between this Agreement or the partiesrelationships which result from this Agreement; (b) the breach, termination or validity of this Agreement; and (c) any issue related to this Agreement or its scope, including those relating to the existence scope and validity of this Release Agreement and any dispute paragraph (a “Dispute”) shall be resolved as follows: (i) the Parties shall endeavour for a period of two weeks to resolve the arbitrability Dispute by negotiation, which period may be extended by agreement of the Parties; (ii) if negotiations are unsuccessful, the Parties shall, at the request of either party, attempt to mediate the Dispute before a matter under this provisionmutually acceptable mediator, which mediation shall be completed within three weeks of the request for mediation unless the Parties extend the period in writing; (iii) if the Dispute is not settled by mediation, the Dispute shall be submitted to full and binding arbitration in accordance with the Commonwealth Commercial Arbitration Act, 1996 (British Columbia), as amended and the Parties agree as follows: (A) the arbitration shall be conducted by a single arbitrator appointed as provided in the Commercial Arbitration Act, 1996 (British Columbia), as amended, and such arbitrator shall be experienced in the subject matter of Virginiathe Dispute; (B) the arbitration shall be conducted in Vancouver, before British Columbia at a panel of three arbitrators and administered location to be selected by the American Arbitration Association arbitrator; (“AAA”C) under its Employment Arbitration Rules the arbitrator may provide for such discovery or disclosure of positions, experts, evidence as the arbitrator deems to be prudent and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits efficient to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitration process; (D) the arbitrator shall issue a written ruling on the Dispute within six months after the submission of the Severance Agreement Dispute to arbitration and the prevailing Party shall be entitled to an award of costs and attorneys’ fees unless the arbitrator determines that each Party should bear its own costs and share the common costs or with respect to enforcement of arbitration; and (E) the arbitrator’s decision, including any judgment upon the award rendered by the arbitrators, arbitrator shall be final and hereby waives binding on the defense of inconvenient forum Parties and not subject to the maintenance of any such action appeal or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules review and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby (a) This Agreement shall be governed in all respects by the laws of the State of California, without regard to its choice of law rules. Both Parties consent and agree that to the exclusive jurisdiction of the courts in the State of California, County of Orange in the event of any dispute relating to this Agreement. No legal action regardless of the form, relating in any matter to this Agreement may be brought by either Party more than one (i1) all disputes year after recognition of the event giving rise to the cause of action with the exception of non- payment hereunder, breach of the confidentiality obligations, or actions for breach of eSecurity Solutions’ intellectual property rights. (b) If a dispute arises between the parties, including those Parties relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoingresolved informally, each party irrevocably submits Party involved in such dispute (each, a “Disputing Party” and, collectively, the “Disputing Parties”) agrees to comply with the procedures set forth in this Section (“Dispute Resolution Procedures”). The Dispute Resolution Procedures will be invoked by a Party, before such Party pursues any other available remedy, by such Party giving written notice to the jurisdiction other Party. Following receipt of any Commonwealth such notice, the Disputing Parties shall, for a period of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final after the dispute first arises, attempt in good faith to negotiate a resolution of the dispute (the “Initial Negotiation”). The Initial Negotiation will include no less than two (2) in-person meetings among authorized representatives of each Disputing Party, each of whom shall have authority from the respective boards of directors of the Disputing Parties to settle the matter. If the dispute is not resolved during the Initial Negotiation, the Disputing Parties shall, for an additional period of thirty (30) days after the end of the Initial Negotiation period, continue to attempt in good faith to negotiate a resolution of the dispute (the “Extended Negotiation”). The Extended Negotiation will include no less than two in-person meetings between the President and/or Chief Executive Officer of Client and the President and/or Chief Executive Officer of eSecurity Solutions, each of whom shall have authority from the respective boards of directors of the Disputing Parties to settle the matter. If the Disputing Parties cannot reach agreement pursuant the informal Dispute Resolution Procedures set forth in this Section, the Disputing Parties may proceed with such disputeremedies as they may be entitled and deem appropriate. Each of the Parties agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISIONS OF THIS SECTION. (c) The Parties acknowledge and agree that a remedy at law for any breach or attempted breach of the provisions of Section 4.2 (Non-Solicitation), Section 5.0 (Intellectual Property) and Section 6.0 (Confidentiality) may be inadequate, and (vi) each party has knowingly therefore, either Party is entitled to specific performance and voluntarily agreed injunctive or other equitable relief in the event of any such breach or attempted breach, in addition to enter into this arbitration clause and, except as provided any other rights or remedies available to either Party at law or in Section 1.7 of the Severance Agreement, hereby equity. Each Party waives any rights that might otherwise exist requirement: (i) for the securing or posting of any bond in connection with respect the obtaining of any such injunctive or other equitable relief; and (ii) for proving actual damages. For clarification, a Party does not have to resolution follow the Dispute Resolution Procedures in the event this Subsection is applicable. (d) The prevailing Party in any mediation, arbitration or other legal action between the Parties relating to this Agreement will be entitled to an award of disputes between themits reasonable Attorneys’ Fees and Costs incurred in connection with such action, as determined by a judge and not a jury. “Attorneys’ Fees and Costs” means: (i) fees and out-of-pocket costs of a Party and a Party’s attorneys, as applicable, including with respect to the right to request a jury trial or other court proceedingcosts of such Party’s in-house counsel, support staff costs, costs of preparing for litigation, computerized research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating, process service, videotaping and similar costs and expenses; (ii) costs and fees of expert witnesses, including appraisers; and (iii) investigatory fees.

Disputes. The parties hereby consent and agree that (ia) all disputes between the parties, including those relating If prior to the existence and validity Closing any dispute arises out of this Release Agreement and any transaction, the dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered governed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, providedprovisions of the Tarion warranty. Provided, however, if such dispute is not subject to the dispute resolution provisions of Tarion, or in respect of which Tarion declines to be involved, the Vendor shall have the option, in its Discretion, to terminate this Agreement, in which event the Vendor shall pay to the Purchaser the total of all sums paid by the Purchaser pursuant to this Agreement, including all deposits and amounts paid on account of extras and upgrades, without interest. The said option may be exercised by the Vendor by giving notice to the Purchaser at any time prior to the Closing Date, if the Vendor determines, in its Discretion, that the Tarion warranty is inapplicable; and (b) Except for matters governed by Tarion, the Purchaser agrees that any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) that the Purchaser may have against the Vendor, its agents, employees, principals, successors, assigns, affiliates arising from or relating to this provision Agreement, its interpretation, or the breach, termination or validity thereof, 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), the Purchaser’s purchase or use of the Property and/or the Dwelling or related purchase or the subdivision services (any of the foregoing being a “Claim”) shall be resolved exclusively and finally by binding arbitration pursuant to the Arbitration Act, 1991 (Ontario), as amended or replaced from time to time. Such arbitration shall be the exclusive forum for the resolution of any Claim by the Purchaser against the Vendor, and the Purchaser hereby agrees that it will not bring or participate in a Claim in any court whether directly, indirectly, by counterclaim or otherwise. The findings of the arbitrator and the proceedings of the arbitration shall be held in the strictest confidence and the Purchaser may not, directly or indirectly, disclose or permit anyone else to disclose same. In addition, the Purchaser shall not require arbitration be entitled to join or consolidate claims by other Purchasers, or arbitrate a claim as a representative of a class proceeding or participate as a member of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or class proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingclaim.

Disputes. The parties hereby consent 8.1 Upon receipt of Licensee’s notice requesting dispute resolution pursuant to Clause 7.5 above, NCC Group shall notify Licensor of the Licensee’s request for dispute resolution. Licensor and agree that (i) all disputes between the parties, including those relating Licensee may submit their dispute to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding expedited nonbinding arbitration in the Commonwealth Santa ▇▇▇▇▇ County, California or Palm Beach County, Florida under Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules by one arbitrator appointed by the said rules. A copy of such decision shall be delivered immediately to Licensor, Licensee and Mediation ProceduresNCC Group. To the extent Licensor and Licensee elect binding arbitration, provided, however, that this provision the parties shall not require use their best efforts to commence the arbitration proceedings within 14 days following delivery of the counter-notice. Prior to the initiation of any claim whichbinding arbitration procedure, by law, cannot be the subject Licensor and Licensee shall use their commercially reasonable efforts to mutually agree upon (i) the maximum length of a compulsory time of the arbitration agreementfrom the date of notice of binding arbitration to the date of the arbitrator’s decision, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction number of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceedingdocument requests (including subparts), (iii) either party may elect to invoke the Optional Rules for Emergency Measures number of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Proceduresinterrogatories (including subparts) on opposing parties, (iv) judgment upon number of subpoena to third parties for testimonial depositions (and the award rendered by the arbitrators may be entered by any court having jurisdiction thereoflength of such depositions), and (v) except all other discovery matters will be governed by the Federal Rules of Civil Procedure. The arbitrator shall not have authority to award punitive damages. All expedited procedures prescribed by the AAA Commercial Arbitration Rules shall apply. The arbitrator shall either be a retired jurist or engaged in the practice of law with no less than ten (10 years’ experience in the area of software licensing or commercial information systems contract disputes. No person may be appointed as otherwise required on arbitrator unless he or she is independent of each party, is knowledgeable regarding the subject matter of the dispute. The sole question to be determined by applicable law to render this Section 7 fully enforceable, each party the arbitrator shall be responsible for its own whether or not there existed a Release Event of the time Licensee delivered the Notice to NCC Group and whether the event or circumstance giving rise to the release event has been rectified. 8.2 lf the arbitrator finds that a Release Event existed at the time of delivery of the Notice to NCC Group, NCC Group is hereby authorized to release and deliver the Escrow Material to the licensee within 5 working days of the decision being notified by the arbitrator to the parties. If the arbitrator finds to the contrary, then NCC Group shall not release the Escrow Material and shall continue to hold it in accordance with the terms of this Agreement. 8.3 The parties hereby agree that the costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedof the arbitrator, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following costs incurred by the prevailing party in the arbitration and any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this costs incurred by NCC Group in the arbitration clause and, except as provided in Section 1.7 of shall be paid by the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingnon-prevailing party.

Disputes. The parties hereby consent and agree that (i) all disputes between If the parties, including those relating Indemnifying Party objects to the existence and validity terms of this Release Agreement and any an applicable Claim as set forth in the applicable Claim Notice, the Indemnifying Party may dispute as the related Claim by delivery of a notice to the arbitrability Indemnified Party in writing, within [*] days following the Indemnified Party’s delivery of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, howeversuch Claim Notice, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits Indemnifying Party objects to the jurisdiction of any Commonwealth of Virginia State or Federal court Claim asserted in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7Claim Notice; provided, however, that if in no event shall delivery of such notice objecting to a Claim limit or diminish the Employee prevails on any Purchaser’s obligations under Section 7.4(e) or Seller’s Cure Rights pursuant to Section 7.10. Any amounts in the applicable Claim Notice that the Indemnifying Party does not dispute covered shall be paid promptly, by this provisionwire transfer of immediately available funds, then to the Company Indemnified Party. Thereafter, the Seller and Purchaser shall reimburse each appoint a senior level executive to discuss such dispute in good faith with the Employee for the Employee’s reasonable attorneys’ fees intent to agree to a full and legal expenses, final resolution no later than thirty (30the [*] day following such objection. In the event that such senior level executives are unable to agree and resolve the dispute in such [*]-day period, the Parties agree to pursuing either non-binding mediation or non-binding arbitration to resolve the remaining disputed items. Notwithstanding the foregoing, nothing in this Section 7.4(d) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the shall eliminate either Party’s right to request commence a jury trial Proceeding in the Specified Courts in accordance with Section 9.8(b) after the resolution procedures herein have been completed. Any disputed amounts that are resolved and finally determined to be payable by the Indemnifying Party shall be paid within [*] Business Days after such resolution or other court proceedingfinal determination, unless otherwise agreed in writing by the Parties.

Disputes. The parties hereby consent Any disputes or disagreements arising in, or referred to, the Research Management Committee that cannot be resolved by the members of the Research Management Committee shall be referred to the Chief Executive Officer of ABX and agree that the Executive Vice President of Discovery (ior one of his or her direct reports) all disputes between of AZ for resolution. If such senior officers are unable to resolve any such dispute within [Confidential treatment requested] following the partiesdate of the meeting at which such dispute first arose, then (a) if such dispute relates to whether to designate a Proposed Antigen as a Prioritized Antigen, whether to designate a Prioritized Antigen as a Collaboration Antigen, the prioritization of Proposed Antigens and Prioritized Antigens for review, the selection of an Antibody as a Research Antibody, the prioritization of Research Programs with respect to Collaboration Antigens, the overall allocation of resources among the Research Programs, whether AZ is to perform an activity under a Research Program Work Plan, including those relating providing quantities of Antigen for immunization pursuant to Section 2.3.1, whether or not to designate a Research Antibody as a Candidate Drug or whether to perform additional work under a Research Program Work Plan (provided in no event shall ABX be required to perform more than [Confidential treatment requested] of such additional work in any year in the existence and validity aggregate as provided for herein, without its consent), AZ shall have the deciding vote, (b) if such dispute relates to any other matter other than a Party’s interpretation of, or any allegation of breach of, this Release Agreement and any Agreement, including a dispute as to what the arbitrability CDTP criteria should be for a particular Antigen, whether or not a Research Antibody meets or exceeds the applicable Candidate Drug Target Profile, then either Party shall have the right to refer such dispute to an Expert for expedited arbitration as set forth in Section 3.6.1, and (c) if such dispute relates to a Party’s interpretation of, or any allegation of a matter breach of, this Agreement, then either Party shall have the right to litigate such dispute in accordance with Section 20.1 or to pursue such other dispute resolution mechanism as the Parties may agree. The Parties acknowledge and agree that, subject to the provisions of this Section 3.6, ABX shall have the right to make day-to-day operational decisions regarding the implementation of each Research Program within the scope of the applicable Research Program Work Plan. 3.6.1 With respect to disputes under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered Section 3.6(b) above that are not resolved by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 applicable senior officers of the Severance Agreement Parties pursuant to Section 3.6 or any disputes with respect to enforcement of any judgment Additional Technology, Antibody Technology (other than Core Antibody Technology) or XenoMouse Methods (other than Core XenoMouse Technology) to be included in the applicable Research Program Work Plan or Development Program Work Plan pursuant to Sections 2.2.2(b), 2.2.3(b) and 5.3.1, upon the award rendered written request by the arbitrators, and hereby waives the defense of inconvenient forum either Party to the maintenance of any other Party, the Parties shall appoint a mutually acceptable, independent Third Party to resolve such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7dispute; provided, however, that if in no event shall the Employee prevails on Parties utilize any Additional Technology, XenoMouse Methods (other than Core XenoMouse Technology) or Antibody Technology (other than Core Antibody Technology) in a Research Program Work Plan or Development Program Work Plan over the objection of AZ. Such independent Third Party shall have the scientific, technical and regulatory experience with respect to the research and development of antibody- based products necessary to resolve such dispute covered by this provision(an “Expert”). If the Parties cannot agree upon an Expert within [Confidential treatment requested] following the date of the meeting at which such dispute first arose, then such Expert shall be appointed by the Company Chief Executive Officer of ABX and the Executive Vice President of Discovery of AZ, provided that if such Parties cannot agree, each Party shall reimburse appoint one Expert and such Experts shall jointly appoint a third Expert, which Expert shall be the Employee sole Expert for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute. Within [Confidential treatment requested] after the appointment of such Expert, and (vi) the Parties shall each party has knowingly and voluntarily agreed simultaneously submit to enter into this arbitration clause and, except as provided in Section 1.7 the Expert a written statement of their respective positions on such dispute. Upon the receipt of the Severance Agreementwritten statements of both Parties, hereby waives the Expert shall promptly provide each Party with the written statement of the other Party. Each Party shall have [Confidential treatment requested] from receipt of the other Party’s submission to submit a written response thereto, which shall include any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to scientific and technical information in support thereof. The Expert shall have the right to request meet with the Parties, either alone or together, as necessary to make a jury trial or other court proceedingdetermination. No later than [Confidential treatment requested] after the designation of the Expert, the Expert shall make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most fair and reasonable to the Parties in light of the totality of the circumstances and shall provide the Parties with a brief written statement setting forth the basis of the determination in connection therewith. The decision of the Expert shall be final and conclusive, absent manifest error. The fees and costs of such Expert shall be borne by the Party whose proposed resolution was not accepted by the Expert.

Disputes. The parties hereby consent and agree that (i) all disputes between The Closing Balance Sheet delivered by Purchaser to SPX shall be deemed to be and shall be final, binding and conclusive on the partiesparties hereto unless SPX shall have notified Purchaser in writing of one or more disputed items, including those relating specifying for each item the amount thereof in dispute and setting forth, in reasonable detail, the nature of such dispute and the basis therefor, within 30 business days of Purchaser's delivery of the Closing Balance Sheet to SPX. In the event of such a dispute, SPX and Purchaser shall in good faith attempt to resolve any such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the parties are unable to resolve any such dispute within 30 business days after notice is given by SPX to Purchaser pursuant to the existence and validity first sentence of this Release Agreement paragraph (b), the parties shall submit the items remaining in dispute for resolution to the Independent Accountant. Promptly, but no later than 20 business days after the dispute is submitted to the Independent Accountant, the Independent Accountant shall determine, based solely on presentations by SPX and any Purchaser, and not by independent review, only those issues remaining in dispute and shall render a written report as to the arbitrability dispute and the resulting computation of a matter under this provisionthe Closing Balance Sheet and the adjustment or adjustments provided for in Section 1.3(c), based on such Closing Balance Sheet, if any, which shall be submitted final, binding and conclusive on the parties. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Section 1.3 and may not assign a value to full any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees, costs and binding arbitration expenses of the Independent Accountant shall be shared equally by the parties. Whether any dispute is resolved by agreement among the parties or by the Independent Accountant, changes to the Closing Balance Sheet shall be made hereunder only for items as to which SPX has taken exception as provided herein. SPX and Purchaser each shall make available to the other (upon the request of the other) their respective work papers generated in connection with the preparation or review of the Closing Balance Sheet. Any amounts payable pursuant to this Section 1.3 which are not in dispute shall be paid in accordance with paragraph (c) of this Section 1.3, notwithstanding that other amounts may remain in dispute. (ii) As used in this Agreement, "Independent Accountant" means a partner or employee of KPMG LLP mutually acceptable to SPX and Purchaser who has not performed work for either SPX or Purchaser or their respective affiliates since January 1, 1998 and, if agreement cannot be reached within 10 business days following the expiration of the 30 business day period set forth in the Commonwealth third sentence of VirginiaSection 1.3(b)(i), before a panel of three arbitrators and administered as shall be selected by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense request of inconvenient forum to the maintenance of any such action either SPX or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingPurchaser.

Disputes. The parties hereby consent and agree that (i) all disputes Except as expressly set forth elsewhere in this Agreement, it is mutually agreed between the partiesparties that arbitration shall be the sole and exclusive remedy to redress any dispute, including those relating claim or controversy (hereinafter referred to as "grievance") involving the existence and validity interpretation of this Release Agreement and any dispute as to or the arbitrability terms, conditions or termination of a matter under this provisionAgreement or the terms, conditions, or termination of the Consultant's Services with the Corporation. It is the intention of the parties that the arbitration award shall be submitted to full final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. Any and all grievances shall be disposed of as follows: (a) Any and all grievances must be submitted in writing by the aggrieved party. Within 30 days following the submission of the written grievance, the party to whom the grievance is submitted shall respond in writing. If no written response is submitted within 30 days, the grievance shall be deemed denied. (b) If the grievance is denied, either party may, within 30 days of the denial, refer the grievance to arbitration in Detroit, Michigan. Any grievance shall be deemed waived unless presented within the Commonwealth time limits specified herein. The arbitrator shall be chosen in accordance with the Voluntary Labor Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association Association, then in effect. If the Consultant prevails under the grievance, the Corporation shall bear the expenses of the arbitration (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, including the reasonable attorneys' fees of the Consultant); provided, howeverfurther, that this provision shall not require arbitration of any claim which, by law, cannot be in the subject of a compulsory arbitration agreement, (ii) notwithstanding event the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceableCorporation prevails, each party shall be responsible for bear its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if of the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputearbitration, and any expenses not properly allocable to one party shall be borne jointly in equal parts. (vic) each party has knowingly and voluntarily agreed The arbitrator shall not have jurisdiction or authority to enter into change any of the provisions of this arbitration Agreement by alterations of, additions to or subtractions from the terms hereof. The arbitrator's sole authority shall be to interpret or apply any clause and, except or clauses of this Agreement. (d) Except as provided in Section 1.7 Sections 4 and 5 hereof, the parties stipulate that the provisions hereof, and the decision of the Severance Agreement, hereby waives any rights that might otherwise exist arbitrator with respect to resolution any grievance, shall be the sole and exclusive remedy for any alleged breach of disputes between them, including with respect to the right to request a jury trial or other court proceeding.consulting relationship. The parties 49

Disputes. The parties hereby consent and agree that (ia) all All material disputes arising between the partiesParties concerning validity, including those relating construction or effect of this Agreement or the rights and obligations created hereunder shall be promptly brought to the existence attention of the account managers first. The account managers shall then discuss the disputes and validity of this Release Agreement and attempt to reach resolution thereof. If the account managers shall have reached a resolution upon any dispute as such dispute, then they shall submit their instructions to the arbitrability of a Parties for implementation thereof. If the account managers are unable to reach any resolution within two (2) weeks, or such additional time as they may determine, then the matter under this provision, shall be submitted referred to full each of the respective top management officers of JVC and binding Nikola, consisting of President of JVC and the CEO of Nikola (each, the “Top Management”) who then shall discuss the matter and attempt to reach a resolution upon such matter. If the Top Management shall have reached a resolution, then they shall submit their instructions to the Parties for implementation. If the Top Management are unable to reach any resolution within two (2) weeks, or such additional time as they may determine, the matter shall be resolved in accordance with Section 15.1 b) hereof. (b) If a dispute is not resolved pursuant to Section 15.1 a) within the period provided therein, any party or Party may demand arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) LCIA under its Employment rules presently in force (the “Rules”). The decision of the arbitration panel shall be final and binding on the Parties, and it will not be subject to any appeal or proceedings to vacate. The arbitration award may be enforced in any court of competent jurisdiction. The situs of the arbitration and any evidentiary proceedings shall be London and all proceedings and submissions shall be in the English language. The panel may conduct proceedings in other locations if necessary for the taking of evidence or as otherwise agreed by the Parties involved in such arbitration. The arbitration panel shall consist of three members, one to be appointed by Nikola, one to be appointed by JVC, and the third arbitrator, who shall preside over the arbitration panel, to be chosen by the two Party-appointed arbitrators. If either Nikola or JVC fails to appoint an arbitrator or the two Party-appointed arbitrators fail to appoint the third within the time periods prescribed below, then the appointments shall be made by the Secretariat of the LCIA pursuant to the Rules. Arbitration Rules may be commenced by any Party by giving written notice setting out the nature of the dispute to each other Party and Mediation Proceduresto the LCIA pursuant to the Rules. Within 5 calendar days of such notice, providedthe party demanding arbitration shall appoint its arbitrator. Within 15 calendar days of that appointment, howeverthe other party shall appoint its arbitrator. Within 30 calendar days after the appointment of both Party-appointed arbitrators, that this provision those two Party- appointed arbitrators shall not require arbitration of any claim which, appoint the third arbitrator. Except as required by applicable law, cannot be none of Nikola, JVC or the subject arbitration panel may disclose the existence, content or results of a compulsory the arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits unless and to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise extent that disclosure is required by applicable law or is necessary for permitted court proceedings. The arbitration panel shall be authorized to render award monetary damages and to grant injunctive relief, including interim relief pending the final award. Any interim or provisional measure in the form of conservatory or injunctive relief ordered by the arbitration panel shall, to the extent permitted by applicable law, be deemed a final arbitration award for purposes of enforceability. For the avoidance of doubt, nothing in this Section 7 fully enforceable, each should be interpreted to preclude any party from seeking interim relief from a court of competent jurisdiction prior to the formation of the arbitration panel. Any monetary award may include interest and shall be responsible for its own costs stated and expenses (including attorneys’ fees)of any payable in U.S. currency. The arbitration pursuant panel is not authorized to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial award punitive or other court proceedingexemplary damages.

Disputes. The parties hereby consent and agree that (ia) all All material disputes arising between the partiesParties concerning validity, including those relating construction or effect of this Agreement or the rights and obligations created hereunder shall be promptly brought to the existence attention of the account managers first. The account managers shall then discuss the disputes and validity of this Release Agreement and attempt to reach resolution thereof. If the account managers shall have reached a resolution upon any dispute as such dispute, then they shall submit their instructions to the arbitrability of a Parties for implementation thereof. If the account managers are unable to reach any resolution within two (2) weeks, or such additional time as they may determine, then the matter under this provision, shall be submitted referred to full each of the respective top management officers of JVC and binding Iveco, consisting of President of JVC and the CEO of Iveco (each, the “Top Management”) who then shall discuss the matter and attempt to reach a resolution upon such matter. If the Top Management shall have reached a resolution, then they shall submit their instructions to the Parties for implementation. If the Top Management are unable to reach any resolution within two (2) weeks, or such additional time as they may determine, the matter shall be resolved in accordance with Section 15.1 b) hereof. (b) If a dispute is not resolved pursuant to Section 15.1 a) within the period provided therein, any party or Party may demand arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) LCIA under its Employment rules presently in force (the “Rules”). The decision of the arbitration panel shall be final and binding on the Parties, and it will not be subject to any appeal or proceedings to vacate. The arbitration award may be enforced in any court of competent jurisdiction. The situs of the arbitration and any evidentiary proceedings shall be London and all proceedings and submissions shall be in the English language. The panel may conduct proceedings in other locations if necessary for the taking of evidence or as otherwise agreed by the Parties involved in such arbitration. The arbitration panel shall consist of three members, one to be appointed by IVECO, one to be appointed by JVC, and the third arbitrator, who shall preside over the arbitration panel, to be chosen by the two Party-appointed arbitrators. If either IVECO or JVC fails to appoint an arbitrator or the two Party-appointed arbitrators fail to appoint the third within the time periods prescribed below, then the appointments shall be made by the Secretariat of the LCIA pursuant to the Rules. Arbitration Rules may be commenced by any Party by giving written notice setting out the nature of the dispute to each other Party and Mediation Proceduresto the LCIA pursuant to the Rules. Within 5 calendar days of such notice, providedthe party demanding arbitration shall appoint its arbitrator. Within 15 calendar days of that appointment, howeverthe other party shall appoint its arbitrator. Within 30 calendar days after the appointment of both Party-appointed arbitrators, that this provision those two Party-appointed arbitrators shall not require arbitration of any claim which, appoint the third arbitrator. Except as required by applicable law, cannot be none of IVECO, JVC or the subject arbitration panel may disclose the existence, content or results of a compulsory the arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits unless and to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise extent that disclosure is required by applicable law or is necessary for permitted court proceedings. The arbitration panel shall be authorized to render award monetary damages and to grant injunctive relief, including interim relief pending the final award. Any interim or provisional measure in the form of conservatory or injunctive relief ordered by the arbitration panel shall, to the extent permitted by applicable law, be deemed a final arbitration award for purposes of enforceability. For the avoidance of doubt, nothing in this Section 7 fully enforceable, each should be interpreted to preclude any party from seeking interim relief from a court of competent jurisdiction prior to the formation of the arbitration panel. Any monetary award may include interest and shall be responsible for its own costs stated and expenses (including attorneys’ fees)of any payable in U.S. currency. The arbitration pursuant panel is not authorized to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial award punitive or other court proceedingexemplary damages.

Disputes. The parties hereby consent (a) This Agreement shall be deemed to be made in and agree in all respects shall be interpreted, construed and governed by and in accordance with the Laws of the state of Delaware without regard to the conflict of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (ib) all disputes between Subject to Section 5.8 and the partiesother terms of this Agreement, including those any controversy or claim arising out of or relating to this Agreement, or the existence and breach, termination or validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionthereof, whether arising in contract or tort, shall be submitted to full settled by arbitration administered in accordance with the JAMS International Arbitration Rules. The number of arbitrators shall be three, one of whom shall be appointed by each of the Initial Members and binding arbitration in the Commonwealth third of Virginiawhom shall be selected by mutual agreement of the co-arbitrators with the input of the Initial Members, before a panel if possible, within 30 days of three arbitrators the selection of the second arbitrator and administered thereafter by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Proceduresadministering authority. The place of arbitration shall be New York, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 New York. The language of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the arbitration shall be English. The arbitration award rendered by the arbitrators shall be final and binding on the parties. Judgment on the award may be entered by in any court having jurisdiction thereof. (c) The parties to such arbitration shall keep any such arbitration confidential and shall not disclose to any Person, (v) except as otherwise other than those necessary to the proceedings, the existence of the arbitration, any information, testimony or documents submitted during the arbitration or received from any other party, a witness or the arbitrators in connection with the arbitration, and any award, unless and to the extent that disclosure is required by applicable law Law or is necessary for permitted court proceedings, such as proceedings to render this Section 7 fully enforceablerecognize or enforce an award. (d) The arbitrators shall award to the prevailing party its costs and expenses, each including its reasonable legal fees and other costs of legal representation, as determined by the arbitrators. If the arbitrators determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrators may award the prevailing party a corresponding percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. (e) Any party may make an application to the arbitrators or to any court of competent jurisdiction seeking any interim measures, including injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. (f) The procedures for the taking of evidence shall be responsible governed by the IBA Rules on the Taking of Evidence in International Arbitration. (g) The Parties waive any defense based on sovereignty, including immunity to arbitration, immunity to judicial proceedings to enforce or aid any such arbitration, and immunity to enforcement and execution of the award or any judgment thereon. This waiver includes pre-award and prejudgment attachments. (h) An arbitral tribunal constituted under this Agreement, or JAMS at any time prior to the arbitral tribunal being constituted, may, at the request of a party to the arbitration proceeding, consolidate the arbitration proceeding with any other arbitration arising under this Agreement or any related agreements, if the arbitration proceedings raise common questions of law or fact, and consolidation would not prejudice the rights of any party. If two or more arbitral tribunals under such agreements issue consolidation orders, the order issued by the arbitral tribunal first constituted shall prevail. In addition, any party may bring claims under such agreements. (i) The Company and the Members mutually consent and submit to the jurisdiction of the federal and state courts for its own costs and expenses (including attorneys’ fees)of New Castle County, Delaware for the purposes of confirming any arbitration award and entering judgment thereon pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute14.7, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives irrevocably waive any rights that might otherwise exist with respect to resolution of disputes between them, including with respect objection to the right to request a jury trial laying of venue of any such Proceeding in such court or other that any such court proceedingis an inconvenient forum. THE COMPANY AND THE MEMBERS ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS SECTION AND AGREE WILLINGLY TO ITS TERMS.

Disputes. 3.1 If Aleph Cayman and A15 are unable to agree the Put Option Statement, within fifteen (15) Business Days of Aleph Cayman’s receipt of A15’s Put Option Non-Acceptance Notice, the disputed matters may be referred for determination by either Aleph Cayman or A15 to Ernst & Young or, if Ernst & Young is unable or unwilling to act, an independent reputable firm of accountants of international standing to be agreed by Aleph Cayman and A15 in writing or, failing such agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the “Expert”). 3.2 The parties hereby consent and agree that (i) all disputes between the parties, including those relating following provisions shall apply in relation to the existence Expert: (a) within ten (10) Business Days of the Expert’s appointment, A15 and validity of this Release Agreement and any dispute as to Aleph Cayman shall each prepare a statement in writing on the arbitrability of a matter under this provision, disputed matters which (together with the relevant supporting documents) shall be submitted to full the Expert and binding arbitration simultaneously copied to the other Party; (b) each of A15 and Aleph Cayman shall be entitled to comment in writing once only on the Commonwealth other’s submission by written notice to the Expert no later than five (5) Business Days after receiving that submission, following which neither Party shall be entitled to make further statements or submissions other than in response to a request from the Expert; (c) in making its decision in relation to the dispute, the Expert shall be directed to apply: (i) such terms of Virginia, before a panel of three arbitrators and administered reference as are submitted jointly to it by the American Arbitration Association (“AAA”) under Parties in writing any time prior to its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be final decision in relation to the subject of a compulsory arbitration agreement, dispute; and (ii) notwithstanding subject to paragraph 3.2(c)(i) above, such terms of reference as it deems reasonably appropriate; (d) in giving its determination, the foregoing, each party irrevocably submits Expert shall state what adjustments (if any) are necessary to the jurisdiction of any Commonwealth of Virginia State or Federal court Put Option Statement in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum relation to the maintenance disputed matters for the purposes of any such action or proceeding, this Agreement; (iiie) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party Expert shall be responsible for requested to notify Aleph Cayman and A15 of its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than decision within thirty (30) days following any Business Days of its appointment pursuant to this Schedule 7 (A15 Put Option), or such longer reasonable period as it may determine; (f) the Expert shall act as an expert (and not as an arbitrator) in making its determination; and (g) the Expert’s determination shall be final resolution and binding on the Parties in the absence of such dispute, manifest error or fraud and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect shall be applied to the right to request a jury trial or other court proceedingPut Option Statement which, as adjusted in the manner which the Expert has determined is necessary, shall constitute the Put Option Statement for the purposes of this Agreement.

Disputes. The parties hereby consent and agree that (ia) all disputes between the parties, including those Any dispute arising under or relating in any way to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in Denver, Colorado, or such other venue as the Commonwealth Parties may mutually determine, in front of Virginia, before a single arbitrator who is a member of the panel of three arbitrators and administered by former judges affiliated with the Judicial Arbiter Group (the "JAG"), in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA”) under its Employment Arbitration Rules then in effect, as the exclusive remedy for such dispute. Each Party shall submit a list of three names of proposed arbitrators from the JAG panel. If the Parties cannot mutually agree on an arbitrator from such lists, each Party shall strike two names from the other Party's list, and Mediation Proceduresthe arbitrator shall then be chosen at random by the JAG from the two remaining names. The Parties agree that such arbitration will be confidential and that no details, provideddescriptions, howeversettlements, that this provision or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other Party, unless required by law or in connection with enforcement of any decision in such arbitration. Any damages awarded in such arbitration shall be limited to the contract measure of damages, and shall not require arbitration include punitive damages. The award of the arbitrator may be entered as a judgment in any claim whichcourt of competent jurisdiction. (b) The Company agrees to pay as incurred (within 10 days following the Company's receipt of an invoice from Executive), to the full extent permitted by law, cannot be all legal fees and expenses that Executive may reasonably incur as a result of any contest (regardless of the subject outcome thereof unless Executive's claim is determined by a court to have been frivolous or made in bad faith, in which case Executive shall make prompt reimbursement of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits such fees and expenses to the jurisdiction extent already paid by the Company and received by Executive) by the Company, Executive, or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any Commonwealth contest by Executive about the amount of Virginia State or Federal court any payment pursuant to this Agreement), plus, in each case, interest on any action or proceeding delayed payment at the applicable federal rate provided for under in Section 1.7 7872(f)(2)(A) of the Severance Agreement or with respect Internal Revenue Code of 1986, as amended. (c) The Company agrees to enforcement of any judgment upon reimburse Executive for the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to incurred by Executive in negotiating this Section 7; providedAgreement, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputefurther agreements attached hereto, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except the press statement attached as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themExhibit D hereto, including with respect but not limited to the right to request a jury trial or other court proceedingfees of Executive's legal and public relations advisors.

Disputes. The parties hereby consent and agree that (i) all disputes between A. In the partiesevent of any dispute, including those controversy, or claim arising out of or relating to this Agreement, the existence and validity of this Release Agreement and any Parties shall make good faith efforts to resolve the dispute as to within ten (10) Business Days following the arbitrability delivered date of a matter under written notice of the Dispute by a Party. If the Parties are unable to resolve the dispute within this provisiontimeframe, it shall be submitted referred to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee officers for the Employee’s reasonable attorneys’ fees Parties, who shall negotiate and legal expenses, no later than attempt in good faith to resolve the dispute. If the Parties have not resolved the dispute within thirty (30) days following any final after the dispute was referred to officers of the Parties, or such longer period as the Parties may mutually agree is necessary to achieve resolution of such the dispute, such Party may then seek any and (vi) each party has knowingly all available legal and voluntarily agreed equitable remedies in a court of competent jurisdiction, but nothing herein shall limit a Party’s right to enter into this arbitration clause and, except as provided in Section 1.7 initiate litigation prior to the expiration of the Severance Agreementtime periods set forth herein, hereby waives if application of statutes of limitations would prevent a Party from filing a lawsuit within the time permitted by Applicable Law for filing lawsuits, or as necessary to seek injunctive relief. B. If multiple Disputes arise under this Agreement or any rights that might otherwise exist Related Agreement and no Party has initiated litigation with respect to resolution any then-active Dispute, the Parties shall work in good faith to consolidate into a single Dispute all then-active Disputes for the purposes of disputes between themresolving the Disputes together in accordance with the process outlined in Section XXII(A). If multiple suits have been instituted under this Agreement or any Related Agreement, including with respect the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations under this Agreement and the Related Agreements, then any Party may request that all such proceedings be consolidated into a single proceeding. Such request to consolidate litigation shall be directed to a court, judge, or other decisionmaker overseeing the litigation. The parties agree that nothing in this Agreement is (i) intended to limit any rights to consolidation that state or federal procedural rules may provide or (ii) intended to foreclose such consolidation. Notwithstanding the foregoing, the Parties reserve the right to request a jury trial oppose consolidation where such consolidation would result in material increased costs or other court proceedingdelay in the resolution of particular suits.

Disputes. The parties hereby consent Any dispute that may arise under this Escrow Agreement with respect to (a) any Notice by Purchaser or Escrow Committee; (b) the delivery, ownership, or right to possession of the Escrowed Funds or any portion thereof; (c) the instructions given to the Escrow Agent; and agree that (d) any other questions arising under this Agreement, shall be settled by (i) all disputes between mutual agreement of the partiesparties to such dispute (evidenced by appropriate instructions in writing to the Escrow Agent jointly by the Purchaser and the Escrow Committee, upon which the Escrow Agent may rely) or (ii) by a binding and final arbitration in accordance with the rules and procedures of the American Arbitration Association, whose determination shall be final and conclusive. The Purchaser shall cooperate in the voluntary exchange of information to expedite any such arbitration, including those relating without limitation, providing access to the existence Surviving Corporation's tax and validity of this Release Agreement financial information as required to verify occupancy tax matters. The Arbitration shall be conducted in New York City and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators who shall be recognized as experts in the New York City Commercial Real Estate Market and administered issues related thereto, one of which shall be selected by Purchaser, one of which shall be selected by the American Arbitration Association (“AAA”) Escrow Committee and the third of which shall be selected by the first two. The Escrow Agent shall be under its Employment Arbitration Rules no duty to institute or defend any such proceedings and Mediation Procedures, provided, however, that this provision shall not require arbitration none of the costs and expenses of any claim whichsuch proceedings shall be borne by the Escrow Agent. Prior to the settlement of any dispute as provided in this Section 5, by lawthe Escrow Agent is authorized and directed to retain in its possession, cannot be without liability to anyone (but subject to Section 4.4 hereof), the portion of the Escrowed Funds that is the subject of or involved in the dispute. The Escrow Agent shall be entitled to rely on a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 copy of the Severance Agreement or arbitration award with respect to enforcement of any judgment upon the award rendered such dispute delivered to it and certified as true and correct by the arbitratorsprevailing party. If the Purchaser is the prevailing party in any such dispute, and hereby waives the defense of inconvenient forum it shall be entitled to recover as an addition to the maintenance Escrowed Funds distributable pursuant to the final resolution of any such action or proceedingthe Contingency in dispute, (iii) either party may elect Escrowed Funds equal to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own all reasonable costs and expenses (including attorneys’ fees)of legal fees, incurred by Purchaser in connection with the dispute. If the Shareholders are the prevailing party in any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, they shall be entitled to recover from the Purchaser, all reasonable costs and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themexpenses, including legal fees and Escrow Agent fees and expenses incurred by the Shareholders in connection with respect to the right to request a jury trial or other court proceedingdispute. SECTION 6.

Disputes. The parties hereby consent Subject to Section 5.6, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or Volcano or the termination of this Release Agreement and any dispute as that employment (together, an “Employment Matter”). Subject to the arbitrability provisions of a matter under Section 5.6 and this provisionSection 7, shall any Employment Matter will be submitted to full and binding finally settled by arbitration in the Commonwealth County of Virginia, before a panel of three arbitrators and San Diego administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties’ closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of San Diego to enforce any arbitration award under this Section 7. You and the Company irrevocably submits submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State San Diego over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingsufficient service thereof.

Disputes. The Any dispute or controversy between the parties hereby consent in relation to or arising out of the existence, interpretation, validity, breach, or termination of this Agreement (a “Dispute”) shall be exclusively, definitely and agree that finally settled through arbitration by Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (“HKIAC Rules”) in accordance with the following: (a) All procedures in any such arbitration shall be conducted in English and a daily transcript in English of such proceedings shall be prepared. (b) There shall be three (3) arbitrators, each of whom shall be an attorney qualified to practice law and fluent in English and shall be appointed as follows: (i) The parties shall, within thirty (30) days of the date on which the Dispute was referred to arbitration, each appoint one (1) arbitrator, who shall jointly appoint the third arbitrator, who shall chair the arbitration panel and shall be a national of a country other than the U.S.A. and China. All arbitrators appointed to preside over a Dispute shall be and remain at all disputes between times impartial and independent of the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, . (ii) notwithstanding the foregoing, each If either party irrevocably submits fails to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 appoint an arbitrator within thirty (30) days of the Severance Agreement or with respect date on which the Dispute was referred to enforcement arbitration, the Chairman of any judgment upon the award rendered by HKIAC shall appoint the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, missing arbitrator. (iii) either party may elect If the appointed arbitrators are unable to invoke agree on the Optional Rules third (3rd) arbitrator within thirty (30) days of their appointment, then the Chairman of the HKIAC shall appoint the third (3rd) arbitrator. (c) Discovery shall be permitted. (d) Any award in the arbitration proceeding shall be rendered in English. (e) In any arbitration pursuant to this Section, the arbitrators are not empowered to award: (i) Punitive, exemplary or consequential damages and the Parties hereby waive any right to recover such damages except in the event that one of the Parties is found liable for Emergency Measures fraud, intentional misconduct; and (ii) any equitable remedies except to the extent that such remedies enforce the obligations of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, this Agreement. (ivf) judgment upon The arbitrators shall decide in the award rendered by the allocation of costs, including the arbitrators’ fees, expenses for translators and translations required in connection with the arbitration and all other costs to which the dispute may give rise. (g) The venue and seat of the arbitration shall be Hong Kong. The award of the arbitrators shall be final, binding and without appeal. Any award of the arbitrators may be entered enforced by any court having jurisdiction thereofover the party against which the award has been rendered, (v) except as otherwise required by applicable law to render this Section 7 fully enforceableor wherever assets of that party are located, each party and shall be responsible for its own costs enforceable in accordance with the New York Convention on the Recognition and expenses Enforcement of Foreign Arbitral Awards (including attorneys’ fees)of 1958). A court may refuse to enforce any arbitration pursuant to this Section 7; providedaward rendered in accordance herewith, however, if it finds that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect arbitrators appointed to resolution preside over the Dispute are not independent or impartial of disputes between them, including with respect to the right to request a jury trial or other court proceedingparties.

Disputes. The In the event of a claim of breach of contract or other dispute arising between the parties hereby consent (a “Dispute”), a party shall deliver written notice to the other party stating the nature of the dispute (the “Dispute Notice”) and agree representatives of each party that have not been directly involved in previous efforts to resolve the Dispute shall negotiate in good faith in an effort to resolve the Dispute. No formal proceedings for resolution of any Dispute shall be commenced until the earlier of the following: (i) all disputes between the parties, including those relating representatives of IGLOO and Customer conclude in good faith that amicable resolution through continued negotiation is not likely to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, occur; (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 thirty (30) days have elapsed since delivery of the Severance Agreement Dispute Notice and a meeting between the parties has not been convened, or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action a party has not acted in good faith; or proceeding, (iii) either party may elect desires injunctive relief. If the parties are unable to invoke settle the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than Dispute within thirty (30) days following the delivery of the Dispute Notice, then such Dispute shall be resolved, if possible, by a process of mediation agreed upon by the parties, acting reasonably. Such mediation shall be held in English and shall be held within sixty (60) days following the delivery of the Dispute Notice. If the parties are unable to settle the Dispute within ten (10) days of the commencement of the mediation described herein, then a party may deliver written notice of its intention to refer the matter to arbitration (the “Arbitration Notice”) to the other party and thereafter the Dispute shall be referred to arbitration for final settlement binding on the parties in accordance with American Arbitration Association’s Commercial Arbitration Rules, subject to the following: the arbitration tribunal shall consist of one (1) Arbitrator who shall be jointly selected by the parties (the “Arbitrator”). If the parties cannot agree on the Arbitrator within thirty (30) days after the delivery of the Arbitration Notice, either party may apply to a court of competent jurisdiction to appoint the Arbitrator. The Arbitrator shall be instructed that the arbitration is confidential and that time is of the essence in proceeding with the determination of any final resolution of such disputeDispute; the arbitration shall be conducted in English. The Arbitrator shall determine and communicate the rules governing the arbitration prior to its commencement to each party, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andall hearings shall take place in Kitchener, except as provided in Section 1.7 Ontario, Canada unless otherwise determined by the written agreement of the Severance Agreementparties; the arbitration award shall be in writing and shall be final, hereby waives binding on the parties, not subject to any rights that might otherwise exist appeal or review, and shall deal with respect to resolution the question of disputes between themcosts of arbitration, pre-award interest and all other matters related thereto (the “Arbitration Decision”). The non-prevailing party shall pay all reasonable legal fees and expenses (including with respect all expert witness fees and other related and miscellaneous expenses) of the prevailing party to the right prevailing party. Judgement upon the Arbitration Decision rendered may be entered into any court of competent jurisdiction, or application may be made to request such court for a jury trial judicial recognition of the Arbitration Decision or other court proceedingan order of enforcement thereof, as the case may be, if a party fails to abide by the Arbitration Decision.

Disputes. (a) Disclosure of proprietary information and non-competition. The parties hereby consent Executive acknowledges and agree agrees that CMC's remedy at law for a breach of any of the provisions of Sections 5 or 6 of the Agreement would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by the Executive of the provision of Sections 5 or 6 of this Agreement, it is agreed that, in addition to any other remedies it may have, CMC shall be entitled to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Further, the Executive acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach of Sections 5 or 6 hereof and consequently agrees upon any such breach or threatened breach that CMC shall be entitled to the granting of injunctive relief prohibiting the sale of products and providing of services of the kind sold or provided by CMC. Nothing herein contained shall be construed as prohibiting CMC from pursuing any other remedies available to it for such breach. (ib) all disputes Except as set forth in (a) above, it is mutually agreed between the parties that any disputes regarding the interpretation or enforceability of this Agreement shall be resolved by binding arbitration before an arbitrator mutually acceptable to both parties, including those relating the arbitration to be held in Detroit, Michigan, in accordance with the existence and validity voluntary labor arbitration rules of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules Association, as then in effect. The arbitrator's sole authority shall be to interpret and Mediation Procedures, provided, however, that apply the provisions of this provision Agreement; the arbitrator shall not require change, add to, or subtract from, any of its provisions. The arbitrator shall have the power to compel attendance of witnesses at an arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any hearing. Any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be responsible for its own costs final and expenses (including attorneys’ fees)of binding on the claimant and CMC without appeal to any arbitration pursuant to court. Upon execution of this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect the Executive shall be deemed to resolution of disputes between them, including with respect to the have waived his right to request a jury trial or other court proceedingcommence litigation proceedings outside of arbitration without the express written consent of CMC.

Disputes. The parties hereby consent Parties acknowledge that the provisions of this Section 4 provide fair and agree that equitable notice to all occupants of their rights to relocate to a Replacement Unit, as well as fair and equitable procedures for adjudicating disputes regarding an occupant’s right to a Replacement Unit or relocation payments. Accordingly, the rights of any occupant of the Project Site to challenge his or her status as an Existing Tenant, to challenge his or her seniority in the To-Be Replaced Building (and, if applicable, a person’s seniority within an Existing Tenant if the Existing Tenant is more than one person), or to challenge the assignment of Replacement Units shall be limited to those expressly granted in this Section 4. If any such occupant(s) of the Project Site files such dispute with the Rent Board in the manner and within the timeframes permitted by this Section 4, and such dispute has not reached a final, binding, and non- appealable conclusion prior to the latter of (i) all disputes between the partiesdate upon which Developer issues a Lease Termination Notice to any tenant in a To-Be-Replaced Building, including those relating in order to permit Developer to demolish such To-Be-Replaced Building, Developer shall have the existence and validity right to relocate such occupant(s) to another unit of this Release Agreement and any similar size on the Project Site until such dispute as to the arbitrability of a matter under this provisionis final, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsbinding, and hereby waives non-appealable. Once the defense outcome of inconvenient forum to such dispute is final, binding, and non-appealable, the maintenance of occupant shall assigned any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration rights accorded them pursuant to this Section 74; provided, however, that if the Employee prevails on such occupant thereby qualifies for a specific Replacement Unit in a Replacement Building into which Relocated Tenant(s) have already relocated and occupy, such occupant shall qualify for (i) any dispute covered by this provisionremaining Replacement Units in such Replacement Building, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses(ii) relocation payments, no later than thirty or (30iii) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided a Replacement Unit located in Section 1.7 a to-be-constructed Replacement Building that is of the Severance Agreement, hereby waives any rights that might otherwise exist with respect type and size for which they qualify pursuant to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingSection 4.3.4 and Table 4.3.4.

Disputes. 6.2.1 The parties hereby consent and Parties agree that (i) to attempt to resolve all disputes between arising out of the parties, including those relating SCPSA Generator Interconnection Procedures according to the existence and validity provisions of this Release Agreement and any dispute as to section. 6.2.2 In the arbitrability event of a matter under this provisiondispute, either Party shall provide the other Party with a written notice of dispute. Such notice shall describe in detail the nature of the dispute. 6.2.3 If the dispute has not been resolved within ten (10) Business Days after receipt of the notice, shall be referred to a designated senior representative of the Authority and a senior representative of the Customer for resolution on an informal basis as promptly as practicable. In the event the designated representatives are unable to resolve the dispute within thirty (30) days [or such other period as the Parties may agree upon by mutual agreement], such dispute shall be submitted to full arbitration and binding resolved in accordance with the arbitration procedures set forth in Section 6.2.4. 6.2.4 Any arbitration initiated under this Section 6.2.4 shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) days of the referral of the dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) days select a third arbitrator to chair the arbitration panel. In either case, the arbitrators shall be knowledgeable in electric utility matters, including electric distribution issues, and shall not have any current or past substantial business or financial relationships with any Party to the arbitration (other than previous arbitration experience). The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall generally conduct the arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association Association. Unless otherwise agreed, the arbitrator(s) shall render a decision to disputes under this Section 6.2.4 within ninety (“AAA”90) days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of the SCPSA Generator Interconnection Procedures and any agreement entered into under its Employment Arbitration Rules the SCPSA Generator Interconnection Procedures and Mediation Procedures, provided, however, that this provision shall not require arbitration have no power to modify or change any of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court above in any action or proceeding provided for under Section 1.7 manner. The decision of the Severance Agreement or with respect to enforcement of any judgment arbitrator(s) shall be final and binding upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party Parties. Each Party shall be responsible for its own costs incurred during the arbitration process and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expensesfollowing costs, no later than thirty if applicable: (30A) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the cost of the Severance Agreement, hereby waives any rights that might otherwise exist with respect arbitrator chosen by the Party to resolution sit on the three member panel and one half of disputes between them, including with respect the cost of the third arbitrator chosen; or (B) one half the cost of the single arbitrator jointly chosen by the Parties. 6.2.5 Each Party agrees to the right to request a jury trial or other court proceedingconduct all negotiations in good faith.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those relating not subject to the existence and validity final decision-making authority of this Release Agreement and any dispute either Party, as to the arbitrability of a matter under this provisiondescribed in Section 2.3.2(c) above, shall will be submitted to full and resolved by binding arbitration in accordance with the Commonwealth rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAA”), unless another non-profit professional dispute resolution organization knowledgeable with respect to drug development is agreed to by the Parties within five (5) under its Employment Arbitration Rules days, and Mediation Proceduresthe provisions of this Section 2.3.3. (a) The Party desiring to initiate an arbitration proceeding will send a written notice to the other Party requesting the commencement of the arbitration proceeding and specifying the issue to be resolved. Following such notice, providedthe JOC will work in good faith to select one neutral arbitrator, howeverwho will be an expert with respect to drug development and the pharmaceuticals industry so as to better understand the legal, business, and scientific issues addressed in the arbitral proceeding. In the event that, within 10 business days of such notice, the JOC is unable to agree upon an arbitrator, who is available to participate in the arbitration proceeding, then, each Party will designate one neutral arbitrator within 15 days thereafter. Within an additional 15 days thereafter, the first two arbitrators will designate a third. Each arbitrator will be a neutral arbitrator, who is an expert in drug development and the pharmaceuticals industry. If either Party fails to choose an arbitrator within the foregoing time period, the AAA (or equivalent organization) will choose an arbitrator on behalf of that this provision shall not require Party. Disputes about arbitration of any claim whichprocedure will be resolved by the arbitrators or, failing agreement, by lawthe AAA (or equivalent organization) in San Francisco, cannot California. Unless otherwise agreed by the Parties, the arbitration proceedings will be conducted in San Francisco, California. (b) Within 5 days of the selection of the final arbitrator, the Parties will deliver to the arbitrators a joint letter (i) stating each of the issues that is the subject of a compulsory arbitration agreementthe dispute, (ii) notwithstanding the foregoing, setting forth each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or Party’s final position with respect to enforcement of any judgment upon the award rendered by the arbitratorseach such issue, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by directing the arbitrators to resolve the dispute by selecting the final position of one of the Parties; provided that, if the Parties cannot agree on a joint letter, each Party will submit a letter setting forth its position on each issue, and the failure of any Party to submit such a joint letter will not prevent the arbitration from proceeding. In addition, each Party may submit with the joint letter supporting documentation for such Party’s final position or a request that the arbitrators permit the Parties to undertake limited discovery. In resolving the dispute, the arbitrators will have no authority to make a decision on any issue other than by selecting the final position of one of the Parties. *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (c) An arbitration decision will be entered by rendered in writing within 30 days of the submission of the letter described above, which award will be final and binding on the Parties and will be deemed enforceable in any court having concurrent jurisdiction thereofof the subject matter hereof and the Parties. In selecting the final position of one of the Parties, the arbitrators will have the authority to grant specific performance and allocate costs between the Parties (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including excluding attorneys’ fees)of fees, which each Party must bear itself); provided that the arbitrators will have no authority to award punitive damages or any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided damages in Section 1.7 excess of the Severance limitations contained in this Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. (a) The parties hereby consent Parties shall use their best efforts to resolve amicably any and agree that all disputes, controversies, claims or differences (i“DISPUTES”) all disputes between the parties, including those relating to this AGREEMENT. If either Party gives written notice to the existence other Party that a DISPUTE has arisen, and validity the Parties are unable within five (5) days of such written notice to resolve the DISPUTE, then it shall be referred to the Chief Executive Officers (or their designees) of the respective Parties. If the Chief Executive Officers (or their designees) of the respective Parties are unable within five (5) days to resolve the DISPUTE, then either Party may submit the DISPUTE to arbitration in accordance with the provisions of this Release Agreement and any dispute as Article 10.10(b). (b) Any DISPUTE that is not resolved pursuant to the arbitrability of a matter under this provisionArticle 10.10(a), shall be submitted to full and resolved by binding arbitration in the Commonwealth of Virginiaarbitration, before a panel of three arbitrators and which shall be administered by the American Arbitration Association (“AAA”) under its Employment and shall be conducted in accordance with the Commercial Arbitration Rules of the AAA (the “RULES”), as such RULES may be amended from time to time, with the hearing locale to be Baltimore, Maryland, unless some other location and/or arbitrator are chosen by mutual consent of the Parties. A single neutral arbitrator (the “ARBITRATOR”) shall preside over the arbitration and Mediation Proceduresdecide the Dispute (the “DECISION”). The AAA shall use its normal procedures pursuant to the Rules for selection of the ARBITRATOR. The DECISION shall be binding, providedand the prevailing Party may enforce such decision in any court of competent jurisdiction. The Parties shall cooperate with each other in causing the arbitration to be held in as efficient and expeditious a manner as practicable and, howeverin this connection, to furnish such documents and make available such Persons as the ARBITRATOR may request. The Parties have selected arbitration in order to expedite the resolution of DISPUTES and to reduce the costs and burdens associated with litigation. The Parties agree that this provision the ARBITRATOR should take these concerns into account when determining whether to authorize discovery and, if so, the scope of permissible discovery and other hearing and pre-hearing procedures. Without limiting any other remedies that may be available under applicable law, the ARBITRATOR shall have no authority to award punitive damages. The ARBITRATOR shall render a DECISION within ninety (90) days after accepting an appointment to serve as ARBITRATOR unless the Parties otherwise agree or the ARBITRATOR makes a finding that a Party has carried the burden of showing good cause for a longer period. All proceedings and decisions of the ARBITRATOR shall be maintained in confidence, to the extent legally permissible, and shall not require arbitration be made public by any Party or any ARBITRATOR without the prior written consent of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits all Parties to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andarbitration, except as provided in Section 1.7 may be required by law. The expenses of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect arbitration shall be borne by the non-prevailing party to the right to request a jury trial or other court proceedingarbitration, including, but not limited to, the cost of experts, evidence and legal counsel.

Disputes. The parties hereby consent and agree that 4.1 If (i) all disputes between Escrow Agent shall have received a Notice of objection as provided for in Section 3.4 within the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, time therein prescribed or (ii) notwithstanding any other disagreement or dispute shall arise among the foregoingparties or any other persons resulting in adverse claims and demands being made for the Down Payment and interest thereon whether or not litigation has been instituted, each party irrevocably submits then and in any such event, Escrow Agent shall refuse to comply with any claims or demands for the jurisdiction Down Payment and shall continue to hold the same and all interest earned thereon until it receives either (x) a Notice executed by Buyer and Seller and directing the disbursement of the Down Payment and all interest earned thereon or (y) a final nonappealable order of a court of competent jurisdiction, entered in an action, suit or proceeding in which Buyer and Seller are parties, directing the disbursement of the Down Payment and all interest earned thereon, in either of which events Escrow Agent shall then disburse the Down Payment and all interest earned thereon in accordance with such direction. Escrow Agent shall not be or become liable in any Commonwealth way or to any person for its refusal to comply with any such claims and demands unless and until it has received such direction. Upon compliance with such direction, Escrow Agent shall be released of Virginia State and from all liability hereunder, except for the bad faith, gross negligence or Federal court in willful misconduct of Escrow Agent. 4.2 Escrow Agent may institute or defend any action or proceeding provided for under Section 1.7 legal process involving any matter referred to herein which in any manner affects it or its duties and liabilities hereunder, but Escrow Agent shall not be required to institute or defend such action or process unless or until requested to do so by both Buyer and Seller and then only upon receipt of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsan indemnity in such amount, and hereby waives the defense of inconvenient forum to the maintenance such character, as it may reasonably require against any and all claims, liabilities, judgments, reasonable attorneys' fees and other expenses of every kind in relation thereto. All reasonable costs and expenses incurred by Escrow Agent in connection with any such action or proceeding, (iii) either party may elect process are to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered be paid by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingnon-prevailing party.

Disputes. The parties hereby consent and agree that To the fullest extent permitted by applicable law, each Party (i) agrees to submit to the non-exclusive jurisdiction of the Bankruptcy Court and the CCAA Court (in a joint hearing conducted under the Cross-Border Protocol), for purpose of all disputes between legal proceedings to the parties, including those extent relating to the existence matters agreed in this Settlement and validity of this Release Support Agreement and any dispute as (which shall not include legal proceedings relating to the arbitrability adjudication of a matter under this provisionclaims not resolved herein, which proceedings shall be submitted take place before the supervising court of the Debtor against whom such claims have been asserted, subject to full and binding arbitration in the Commonwealth of VirginiaCross-Border Protocol, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreementwhere applicable), (ii) notwithstanding the foregoingagrees that any claim, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of by such Party seeking any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum relief whatsoever to the maintenance extent relating to the matters agreed in this Settlement and Support Agreement may be brought in the Bankruptcy Court and the CCAA Court, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of venue of any such action brought in such court, or proceedingany claim that any such action brought in such a court, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedureshas been brought in an inconvenient forum, (iv) judgment upon the award rendered by the arbitrators may agrees that email service of process or other papers in connection with any such action or proceeding shall be entered by any court having jurisdiction valid and sufficient service thereof, and (v) except as otherwise required agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law to render law. Notwithstanding anything in this Section 7 fully enforceable15(d), each party any claim, action or proceeding against (x) the Joint Administrators or the NNSA Conflicts Administrator in their personal capacities under this Settlement and Support Agreement shall be responsible for governed exclusively by English law and subject to the exclusive jurisdiction of the U.K. Court, and any such claim, action or proceeding against the French Liquidator in his personal capacity under this Settlement and Support Agreement shall be governed exclusively by French law and subject to the exclusive jurisdiction of the French Court; (y) the U.S. Principal Officer in his personal capacity under this Settlement and Support Agreement shall be governed exclusively by law of the State of New York and subject to the exclusive jurisdiction of the Bankruptcy Court; and (z) the Monitor in its own costs personal capacity under this Settlement and expenses (including attorneys’ fees)of any arbitration pursuant Support Agreement shall be governed exclusively by the law of Ontario and the federal laws of Canada applicable therein and subject to the exclusive jurisdiction of the CCAA Court. For the avoidance of doubt, nothing in this Section 7; provided15(d) shall apply to (A) any claim between or among the UKPI, howeverany EMEA Debtor, that if any EMEA Non-Filed Entity, the Employee prevails on Joint Administrators or NNSA or any dispute covered by this provisionclaim of any EMEA Debtor against any other EMEA Debtor, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expensesEMEA Non-Filed Entity or NNSA, no later than thirty (30B) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 claim of the Severance AgreementPBGC against any U.S. Debtor or affiliate or any claim of any U.S. Debtor against any other U.S. Debtor, hereby waives or (C) any rights that might otherwise exist with respect to resolution claim of disputes between themany creditor against any Debtor or affiliate, including with respect in each case except to the right extent relating to request a jury trial or other court proceedingthe matters agreed in this Settlement and Support Agreement.

Disputes. The In the event that, by the expiration of sixty (60) days after the Closing Date, the parties hereby consent and agree that (i) have not resolved all disputes between the parties, including those relating with respect to the existence Closing Date Schedules and validity shall not have agreed in writing that such Closing Date Schedules have become final, conclusive and binding on all of this Release Agreement the parties hereto, either party may, at any time after such sixty (60) day period and any dispute as before such exceptions are resolved, by written notice to the arbitrability other party, submit all such exceptions which remain unresolved at the time of a matter under this provision, shall be submitted such notice to full and binding arbitration in the Commonwealth of VirginiaChicago, Illinois, before a panel of three arbitrators and administered by (the "Panel"), in accordance with the rules of the American Arbitration Association (“AAA”) under its Employment Arbitration Rules Association. All of the arbitrators on the Panel must be independent certified public accountants engaged in auditing and Mediation Procedures, provided, however, that this provision shall not require arbitration have had personal responsibility for audits of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits corporations engaged in businesses similar to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 businesses of the Severance Agreement or with respect to enforcement of any judgment upon Seller and the award rendered Buyer. Of the three arbitrators, one shall be selected by the Seller, one shall be selected by the Buyer and the third, who shall act as Chairman of the Panel, shall be selected by the other two arbitrators, . The costs in connection with such arbitration shall be borne and hereby waives paid by the defense of inconvenient forum parties in reverse proportion to the maintenance manner in which amounts under dispute in such arbitration were awarded to the parties (i.e., if a party is awarded ninety percent (90%) of any the amount in dispute, such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own bear ten percent (10%) of the costs and expenses the other party will bear ninety percent (including attorneys’ fees)of any arbitration pursuant 90%) of the costs). The parties shall instruct the Panel to this Section 7; provided, however, that if issue its determination regarding the Employee prevails on any dispute covered by this provision, then and the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than Closing Date Schedules within thirty (30) days following any final resolution of such disputeits engagement or, otherwise, as soon as practicable. The determination by the Panel shall be conclusive and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of binding on all the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingparties hereto.

Disputes. The parties hereby consent Subject to Section 5.5, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or Genlyte or the termination of this Release Agreement and any dispute as that employment (together, an “Employment Matter”). Subject to the arbitrability provisions of a matter under Section 5.5 and this provisionSection 7, shall any Employment Matter will be submitted to full and binding finally settled by arbitration in the Commonwealth County of Virginia, before a panel of three arbitrators and New York administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties’ closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under this Section 7. You and the Company irrevocably submits submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State New York over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if sufficient service thereof. This Agreement will be governed by and construed in accordance with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 law of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution State of disputes between them, including with respect to the right to request a jury trial or other court proceedingNew York.

Disputes. (a) The parties hereby consent and agree that (i) all disputes between the parties, including those relating to the existence and validity of arbitration procedure set forth in this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Section 9 shall be submitted the sole and exclusive method for resolving and remedying monetary claims arising out of disputes regarding or involving this Agreement (the "Disputes"); provided that nothing in this Section 9 shall prohibit a party from instituting litigation to full and binding arbitration enforce any Final Determination (as defined in Section 9(d)) or to obtain injunctive relief. Except as otherwise provided in this Section 9 or in the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association as in effect at the pertinent time, the arbitration procedures and any Final Determination hereunder shall be governed by, and shall be enforced pursuant to, the Uniform Arbitration Act. (“AAA”b) under its Employment In the event that either party asserts that there exists a Dispute, such party shall deliver a written notice to the other party to the Dispute specifying the nature of the asserted Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within ten (10) business days after such delivery of such notice, the party delivering such notice of Dispute (the "Disputing Person") may, within forty-five (45) business days after delivery of such notice, commence arbitration by delivering to the other party a notice of arbitration (a "Notice of Arbitration"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Dispute, the claims of the party and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the Commercial Arbitration Rules and Mediation Proceduresof the American Arbitration Association as in effect at the pertinent time to be included therein, provided, however, that if any. (i) The parties shall in good faith select one arbitrator to arbitrate the Dispute who shall resolve the Dispute according to the procedures set forth in this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, Section 9. (ii) notwithstanding IF THE PARTIES ARE UNABLE TO AGREE UPON AN ARBITRATOR PURSUANT TO SECTION 9(c)(i) WITHIN FIFTEEN (15) BUSINESS DAYS, THEN EACH PARTY SHALL SELECT ONE ARBITRATOR WITHIN THE NEXT FIFTEEN (15) BUSINESS DAYS. IN THE EVENT THAT EITHER PARTY FAILS TO SELECT AN ARBITRATOR AS PROVIDED IN THIS PARAGRAPH 9(c)(ii), THEN THE MATTER SHALL BE RESOLVED BY THE ARBITRATOR SELECTED BY THE OTHER PARTY. IF EACH PARTY CHOOSES AN ARBITRATOR, THEN THOSE ARBITRATORS SHALL SELECT A THIRD INDEPENDENT, NEUTRAL ARBITRATOR EXPERT IN THE SUBJECT MATTER OF THE DISPUTE, AND THE THREE ARBITRATORS SO SELECTED SHALL RESOLVE THE MATTER ACCORDING TO THE PROCEDURES SET FORTH IN THIS SECTION 9. IF THE ARBITRATORS SELECTED BY THE PARTIES ARE UNABLE TO AGREE ON A THIRD ARBITRATOR WITHIN FIFTEEN (15) BUSINESS DAYS, AFTER THEIR SELECTION, THE THIRD ARBITRATOR SHALL BE SELECTED BY THE PRESIDENT OF THE AMERICAN ARBITRATION ASSOCIATION. (d) The arbitration shall be conducted in Oakland County, Michigan, under the foregoingCommercial Arbitration Rules of the American Arbitration Association as in effect from time to time, each party irrevocably submits except as modified by the written agreement of the parties, to this Agreement. The arbitrator(s) shall conduct the jurisdiction arbitration so that a final result, determination, finding, judgment and/or award (the "Final Determination") shall be made or rendered as soon as practicable, but in no event later than one hundred (100) business days after the delivery of the Notice of Arbitration nor later than ten (10) business days following completion of the arbitration. The Final Determination must be agreed upon and signed by the sole arbitrator or by at least two of the three arbitrators (as applicable). The Final Determination shall be final and binding on all parties and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, or misconduct by an arbitrator prejudicing the rights of any Commonwealth party and to correct manifest clerical errors. The prevailing party shall be entitled to reasonable fees and costs (including reasonable fees and expenses of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered attorneys and legal assistants) incurred by the arbitrators, and hereby waives prevailing party in connection with the defense of inconvenient forum to the maintenance of any such action or proceeding, arbitration. (iiie) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators Judgment may be entered upon the Final Determination by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingcompetent jurisdiction.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those relating not subject to the existence and validity final decision-making authority of this Release Agreement and any dispute either Party, as to the arbitrability of a matter under this provisiondescribed in Section 2.3.2(c) above, shall will be submitted to full and resolved by binding arbitration in accordance with the Commonwealth rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“the "AAA”"), unless another non-profit professional dispute resolution organization knowledgeable with respect to drug development is agreed to by the Parties within five (5) under its Employment Arbitration Rules days, and Mediation Proceduresthe provisions of this Section 2.3.3. (a) The Party desiring to initiate an arbitration proceeding will send a written notice to the other Party requesting the commencement of the arbitration proceeding and specifying the issue to be resolved. Following such notice, providedthe JOC will work in good faith to select one neutral arbitrator, howeverwho will be an expert with respect to drug development and the pharmaceuticals industry so as to better understand the legal, business, and scientific issues addressed in the arbitral proceeding. In the event that, within 10 business days of such notice, the JOC is unable to agree upon an arbitrator, who is available to participate in the arbitration proceeding, then, each Party will designate one neutral arbitrator within 15 days thereafter. Within an additional 15 days thereafter, the first two arbitrators will designate a third. Each arbitrator will be a neutral arbitrator, who is an expert in drug development and the pharmaceuticals industry. If either Party fails to choose an arbitrator within the foregoing time period, the AAA (or equivalent organization) will choose an arbitrator on behalf of that this provision shall not require Party. Disputes about arbitration of any claim whichprocedure will be resolved by the arbitrators or, failing agreement, by lawthe AAA (or equivalent organization) in San Francisco, cannot California. Unless otherwise agreed by the Parties, the arbitration proceedings will be conducted in San Francisco, California. (b) Within 5 days of the selection of the final arbitrator, the Parties will deliver to the arbitrators a joint letter (i) stating each of the issues that is the subject of a compulsory arbitration agreementthe dispute, (ii) notwithstanding the foregoing, setting forth each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or Party's final position with respect to enforcement of any judgment upon the award rendered by the arbitratorseach such issue, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by directing the arbitrators to resolve the dispute by selecting the final position of one of the Parties; provided that, if the Parties cannot agree on a joint letter, each Party will submit a letter setting forth its position on each issue, and the failure of any Party to submit such a joint letter will not prevent the arbitration from proceeding. In addition, each Party may submit with the joint letter PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. supporting documentation for such Party's final position or a request that the arbitrators permit the Parties to undertake limited discovery. In resolving the dispute, the arbitrators will have no authority to make a decision on any issue other than by selecting the final position of one of the Parties. (c) An arbitration decision will be entered by rendered in writing within 30 days of the submission of the letter described above, which award will be final and binding on the Parties and will be deemed enforceable in any court having concurrent jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance subject matter hereof and the Parties. In selecting the final position of one of the Parties, the arbitrators will have the authority to grant specific performance and allocate costs between the Parties (excluding attorneys' fees, which each Party must bear itself); provided that the arbitrators will have no authority to award punitive damages or any damages in excess of the limitations contained in this Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. 14.1 JAWW will establish a Rules and Disputes Committee which shall determine any dispute arising out of the Member Agreement and the Policies and Procedures and any issue of interpretation and application of the Member Agreement and the Policies and Procedures. Any of JAWW, the ROCs and the Members may refer a matter to the Rules and Disputes Committee and any decision made by the Rules and Disputes Committee shall (subject to Clause 14.4) be final and binding on the Members, JAWW and the ROCs but without waiver by JAWW or any Non-originating Member of any rights or remedies it may have in law or in equity to enforce and protect its rights in any properties. 14.2 The parties hereby consent governance and agree that (i) all disputes between the parties, including those procedures relating to the existence Rules and validity Disputes Committee, including provisions relating to the appointment of committee members, are set out in the Policies and Procedures. 14.3 A dismissal process may be commenced under Clause 13 notwithstanding the provisions of this Release Agreement and Clause 14. 14.4 In the event of any dispute as arising out of or in connection with this Agreement that is not finally resolved to the arbitrability satisfaction of a matter the parties under this provisionthe dispute resolution provisions of Clause 14.1, the parties agree that any such dispute shall be submitted finally settled under the International Chamber of Commerce ("ICC") Rules of Arbitration (the "ICC Rules") by one (1) arbitrator appointed as an arbitral tribunal in accordance with such rules. If the parties are unable to full agree on the location of the arbitration within five (5) business days of initiation of proceedings under the ICC Rules then such proceedings under the ICC Rules shall be conducted in London. The arbitration shall be conducted in the English language. The party which the arbitrator determines to have prevailed in the arbitration shall be entitled to recover all costs actually incurred in connection with the arbitration, including reasonable attorneys’ fees, in addition to any other relief to which such party may be entitled. Any arbitration order or award shall be final and binding arbitration on all parties and may be reduced to judgment, enforced and collected through (a) the courts located in the Commonwealth of Virginia, before a panel of three arbitrators London and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party hereby irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorssuch courts, and hereby waives the defense of inconvenient forum to the maintenance of (b) any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any other court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each over the party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of against whom such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial order or other court proceedingaward is rendered or over such party's property.

Disputes. (a) A SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD) MAY, WITHIN 20 DAYS AFTER RECEIPT OF AN INVOICE FROM THE SERVICE PROVIDER, TAKE WRITTEN EXCEPTION TO ANY CHARGE, ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES. IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE REFUNDED BY THE SERVICE PROVIDER TO SUCH SERVICE RECIPIENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD) MAY TAKE EXCEPTION TO ANY CHARGE WITHIN THE PERIOD SPECIFIED ABOVE NOTWITHSTANDING THAT THE RELATED INVOICE WAS PAID IN FULL. (b) If, within 20 days after receipt of any written exception pursuant to Section 3.3(a), the Service Recipient (or the audit committee of the Board) and the Service Provider have been unable to resolve any dispute, and if the aggregate amount in dispute exceeds $100,000, such Service Recipient (or the audit committee of the Board) or the Service Provider may submit the dispute to an independent third party accounting firm that is mutually agreeable to such Service Recipient (or the audit committee of the Board), on the one hand, and the Service Provider, on the other hand. The parties hereby consent shall cooperate with such accounting firm and agree shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the parties and the costs of such accounting firm shall be shared by the Service Provider and the Service Recipients equally. (c) Absent a dispute, as described above, if Service Recipients fails to timely pay any fee or cost or any of the amounts described in Section 3.1 within thirty (30) days, Service Provider may, at its option, suspend all or any portion of the provision of Services hereunder until such time as the default has been cured and all indebtedness of Service Provider under this Agreement for such suspended Services is paid in full. Without limiting the foregoing, in instances of such non-payment, Service Provider will also have the right to set off the amounts of the non-payments against all amounts, revenues and other proceeds that have been received by Service Provider on Service Recipients’ behalf (or for Service Recipients’ account) in performing the Services hereunder. In the event of a good faith dispute with respect to any invoice: (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Service Recipients shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreementpromptly provide Service Provider notice thereof, (ii) notwithstanding the foregoing, each party irrevocably submits Service Recipients shall not be required to the jurisdiction make payment of any Commonwealth of Virginia State or Federal court amounts in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final pending resolution of such dispute, (iii) Service Recipients and Service Provider shall seek to resolve such dispute and (viiv) each party has knowingly Service Provider shall not be required to perform the Services in accordance with this Agreement pending resolution of such dispute. (d) All amounts owed under this Agreement shall be paid by wire transfer of immediately available funds in U.S. Dollars sent to the bank and voluntarily agreed to enter into account designated by Service Provider. Any amounts due under this arbitration clause and, except as provided in Section 1.7 Agreement will accrue interest at the Prime Rate beginning on the next Business Day following the due date of the Severance Agreement, hereby waives any rights that might otherwise exist with respect applicable invoice until the date paid to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingService Provider.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesAny controversy, including those claim or dispute arising out of or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall be submitted to full and settled by binding arbitration in Jackson, Mississippi. Such arbitration shall be conducted in accordance with the Commonwealth then prevailing commercial arbitration rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”), with the following exceptions if in conflict: (a) under one arbitrator shall be chosen by AAA, (b) each party to the arbitration will pay its Employment Arbitration Rules pro rata share of the expenses and Mediation Proceduresfees of the arbitrator, provided, however, that this provision shall not require together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, party if written notice (ii) notwithstanding the foregoing, each party irrevocably submits pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Arbitrator’s rules and regulations) of the Severance Agreement or with respect proceeding has been given to enforcement of any judgment upon the award such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrators, arbitrator shall be final and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules conclusive and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofthereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party claims or disputes shall be responsible for its own costs and expenses (including attorneys’ fees)of settled in this manner in lieu of any arbitration pursuant to this Section 7; providedaction at law or equity, provided however, that if the Employee prevails on any dispute covered by nothing in this provision, then the Company subsection shall reimburse the Employee be construed as precluding brining an action for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to injunctive relief or other equitable relief. The arbitrator shall not have the right to request a jury trial award punitive damages or other court proceedingspeculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY: (A) IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO; AND (B) AGREES AND SUBMITS TO THE JURISDICTION AND VENUE OF STATE AND U.S. FEDERAL COURTS HAVING WITHIN THEIR JURISDICTION THE LOCATION OF ▇▇▇▇.▇▇▇▇▇’S PRINCIPAL PLACE OF BUSINESS AS THE SOLE JURISDICTION AND VENUE FOR ACTIONS RELATED TO THE SUBJECT MATTER HEREOF SHALL BE BOTH PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE THAT PROCESS MAY BE SERVED IN THE MANNER PROVIDED HEREIN FOR GIVING OF NOTICES OR OTHERWISE AS ALLOWED BY MISSISSIPPI STATE OR U.S. FEDERAL LAW. ADDENDUM NO. 1 TO EXHIBIT A: 911 Services Definitions.

Disputes. The Any and all disputes, complaints, controversies, claims and grievances arising under, out of, in connection with, or in any matter related to this Agreement or the relation of the parties hereby consent and agree that (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, hereunder shall be submitted to full final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered to be conducted by the American Arbitration Association in accordance with its Rules applicable to these types of disputes, complaints, controversies, claims and grievances by a neutral and impartial arbitrator acceptable to the Consultant and the Company. If such an arbitrator has not been selected by the Consultant and the Company within 60 days after AAA first provides a list of eligible arbitrators, or within thirty days after the occurrence of a vacancy, a neutral and impartial arbitrator shall be selected and appointed by the American Arbitration Association in accordance with its Rules. Unless otherwise required under applicable law, the arbitration proceedings shall be conducted in the city where the principal place of business of the Company 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. Arbitration proceedings hereunder may be commenced by written notice from either party hereto to the other party. Such proceedings and evidence shall be confidential. The arbitrator shall have the power and the authority to make such decisions and awards as he shall deem appropriate, including granting compensatory damages and costs to the prevailing party (“AAA”including fees of the arbitrator, but excluding punitive, exemplary, consequential or special damages, and attorneys fees), and the granting or issuance of such mandatory directions, prohibitions, orders, restraints and other injunctions (other than any of the foregoing that would reestablish the employment relationship formerly existing between the Consultant and the Company) under its Employment Arbitration Rules and Mediation Proceduresthat he may deem necessary or advisable directed to or against any of the parties, provided, however, that this provision shall not require arbitration including a direction or order requiring specific performance of any claim whichcovenant, by law, cannot be the subject agreement or provision of this Agreement as a result of a compulsory breach or threatened breach thereof. The cost of such arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.borne

Disputes. The parties hereby consent and agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (i) all disputes between including, without limitation, claims of wrongful termination of employment, claims under Title VII of the partiesCivil Rights Act, including those relating to the existence and validity of this Release Agreement Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any dispute as to the arbitrability of a matter under this provisionother laws dealing with employees’ rights and remedies), shall be submitted to full and binding settled by mandatory arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Judicial Arbitration Association (“AAA”) under & Mediation Services, Inc. pursuant to its Employment Arbitration Rules & Procedures (the “Rules”) and Mediation Proceduresthe following provisions: (A) a single arbitrator (the “Arbitrator”), provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits mutually agreeable to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of Company and Executive, shall preside over the Severance Agreement or arbitration and shall make all decisions with respect to enforcement the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 9; (C) the place of arbitration shall be Dallas, Texas unless mutually agreed otherwise; (D) judgment may be entered on any judgment upon the award rendered by the arbitrators, Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and hereby waives expenses of the defense of inconvenient forum Arbitrator shall be subject to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s JAMS Employment Arbitration Rules & Procedures; (F) the decision of the Arbitrator shall govern and Mediation Procedures, (iv) judgment shall be conclusive and binding upon the award rendered parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the arbitrators may Arbitrator; and (H) this provision shall be entered enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any court having jurisdiction thereoflegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, (v) except as otherwise required by applicable law controversy or claim hereunder if the circumstances, dispute, controversy, claim and schedules of the parties lend themselves to render an expedited resolution and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant construed to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the preclude Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial from obtaining injunctive or other court proceedingequitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 8 of this Agreement.

Disputes. The parties hereby consent and agree that (i) all disputes 11.1 If: 11.1.1 there is any dispute between the partiesOrganiser and the Exhibitor with regard to the interpretation of the contract the implementation hereof or the enforcement of the Organiser's rights in terms hereof; or 11.1.2 there is any dispute between the Exhibitor or any other Exhibitor at the exhibition in relation to any matter arising from their respective rights and obligations vis a vis the Organiser or with regard to the conduct of the exhibition generally; or 11.1.3 there is any dispute between the Exhibitor and the landlord in relation to any matter arising from their respective rights and obligations vis a vis the Organiser or with regard to the conduct of the exhibition generally; or 11.1.4 there is any dispute between the Exhibitor and a person attending the exhibition arising from his attendance at the exhibition; or Then: 11.1.5 there is a dispute between the Exhibitor and a designated contractor pursuant to the provisions of paragraph 5.8 above in relation to the preparation of the stand; 11.1.6 the Exhibitor shall forthwith notify the Organiser in writing of the full particulars of such dispute and the names and addresses of the parties thereto: 11.1.7 the Organiser shall have the right to declare that the whole or any portion of such dispute shall be referred to arbitration upon and subject to the terms and conditions recorded hereunder: 11.1.8 if the Organiser elects to refer such dispute to arbitration then the Exhibitor shall not be entitled to avail itself of any other legal remedy which it may have arising from such dispute unless the other protagonist/s in such dispute is/are for any reason not legally bound to abide by the decision of such arbitration: 11.1.9 if the other protagonist/s is/are not legally bound by such arbitration then the Exhibitor shall in any event refrain from instituting any legal proceeding against such protagonist/s until the exhibition has been completed unless such delay shall preclude the Exhibitor from obtaining substantial redress against such protagonist/s. 11.2 Any dispute referred to arbitration pursuant to the provisions of paragraph 11.1 above shall be dealt with in the following manner: 11.2.1 the Organiser shall at its discretion appoint the arbitrator who shall be an advocate of the Supreme Court who has practised as such for a period of no less than 5 (FIVE) years. 11.2.2 the arbitration shall be informal and the arbitrator shall be entitled to dispense with the requirement for pleadings, legal representation and any of the formalities including those relating to the existence evidence as he may in his discretion determine. 11.2.3 the decision of the arbitrator shall be final and validity binding upon the parties including his decision as to who shall bear the cost of such arbitration. 11.2.4 any party to such arbitration proceedings shall be entitled in its discretion to apply to court to have the award of the arbitrator made an Order of Court such application being at the cost of the party seeking such order save to the extent that such application may be opposed in which event the costs of opposition shall be borne by the opposing party on the scale as between an attorney and his own client. 11.3 Any dispute of the type referred to in paragraph 11.1 above which comes to the attention of the Organiser other than by notice from the Exhibitor shall likewise be subject to the provisions of paragraph 11.1 above, mutatis mutandis. 11.4 The provisions of this Release Agreement and contract shall not be construed as placing any obligation on the Organiser to enforce its rights against any one or more Exhibitor at the exhibition. 11.5 The referral to arbitration by the Organiser of any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on provisions of paragraph 11.1 above shall not be construed as limiting or vitiating in any dispute covered by this provision, then way the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the Organiser's right to request a jury trial or other court proceeding.enforce the provisions of this contract despite and simultaneously with such referral to arbitration

Disputes. The Nothing in this Section 14.e shall preclude a party from initiating an action for temporary injunctive relief to temporarily enjoin any conduct threatening imminent and irreparable injury. In all other circumstances in which a dispute arises between the parties hereby consent and under or in connection with this Agreement, the parties agree that (i) to resolve all disputes between the partiesthrough final, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full confidential and binding arbitration in Volusia County, Florida, under the Commonwealth Federal Arbitration Act, by a single arbitrator in accordance with the Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAARules”) under its Employment Arbitration Rules and Mediation Procedures, ); provided, howeverhowever that, that this provision the arbitrator shall not require arbitration allow for discovery sufficient to adequately arbitrate any claims including access to documents and witnesses; provided, further that, the parties will be entitled to any ​ and all relief available under applicable law and the Rules shall be modified by the arbitrator to the extent necessary to be consistent with applicable law. The written decision of any claim whichthe arbitrator, by which shall include findings of fact and conclusions of law, cannot shall be the subject of a compulsory arbitration agreementconfidential, (ii) notwithstanding the foregoingfinal, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment and binding upon the award rendered by the arbitrators, parties and hereby waives the defense of inconvenient forum to the maintenance of any in such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) form that judgment upon the award rendered by the arbitrators may be entered in and enforced by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party over the parties. The arbitrator shall be responsible for entitled to award reasonable attorneys’ fees to the prevailing party in any arbitration or judicial action under this Agreement, or in connection with any statutory claim available under applicable law. Each party otherwise should pay its own costs and expenses (including attorneys’ fees)of fees in any arbitration pursuant to this Section 7such arbitration; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee pay for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themadministrative or filing fees, including with respect to the right to request arbitrator’s fee, that the Executive would not have otherwise incurred if the dispute was adjudicated in a jury trial or other court proceeding.of law, rather than through arbitration. THE PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING OR OTHER LITIGATION RESULTING FROM OR INVOLVING THE ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THE EXECUTIVE’S EMPLOYMENT. ​

Disputes. The parties hereby consent Subject to Section 5.6, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or Genlyte or the termination of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionthat employment (together, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and an “Employment Matter”). York administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties’ closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under this Section 7. You and the Company irrevocably submits submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State New York over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if sufficient service thereof. This Agreement will be governed by and construed in accordance with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 law of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution State of disputes between them, including with respect to the right to request a jury trial or other court proceedingNew York.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesSubject to Section 13(c)(ii), including those any dispute, controversy or claim arising out of or relating to this Agreement or the existence and validity Executive’s employment with any member of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall Company Group will be submitted to full and binding finally settled by arbitration in New York, New York before, and in accordance with the Commonwealth of Virginia, before a panel of three arbitrators and administered by the then-existing American Arbitration Association (“AAA”) under its Employment Arbitration Rules Rules. The arbitration award shall be final and Mediation Proceduresbinding on both parties. Any arbitration conducted under this Section 13(c) shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, providedthe Arbitrator shall have the power to (A) gather such materials, howeverinformation, that this provision shall not require arbitration of any claim which, by law, cannot be testimony and evidence as the subject of a compulsory arbitration agreement, Arbitrator deems relevant to the dispute before him or her (ii) notwithstanding the foregoing, and each party irrevocably submits to will provide such materials, information, testimony and evidence requested by the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Arbitrator), and (B) grant injunctive relief and enforce specific performance. The decision of the Severance Agreement or with respect to enforcement of any Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereofof competent jurisdiction. (ii) Notwithstanding Section 13(c)(i) above, the Company (vand any member of the Company Group) except as otherwise required by applicable law may make an application for, and obtain, judicial emergency or temporary injunctive relief to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of enforce any arbitration pursuant to this Section 7of the Restrictive Covenants; provided, however, that if the Employee prevails on remainder of any such dispute covered by (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty Section 13(c). (30iii) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter By entering into this Agreement and entering into the arbitration clause andprovisions of this Section 13(c), except as provided THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (iv) Nothing in this Section 1.7 of 13(c) shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the Severance other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The Any dispute or controversy between the parties hereby consent in relation to or arising out of the existence, interpretation, validity, breach, or termination of this Agreement (a “Dispute”) shall be exclusively, definitely and agree that finally settled through arbitration by Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (“HKIAC Rules”) in accordance with the following: (a) All procedures in any such arbitration shall be conducted in English and a daily transcript in English of such proceedings shall be prepared. (b) There shall be three (3) arbitrators, each of whom shall be an attorney qualified to practice law and fluent in English and shall be appointed as follows: (i) The parties shall, within thirty (30) days of the date on which the Dispute was referred to arbitration, each appoint one (1) arbitrator, who shall jointly appoint the third arbitrator, who shall chair the arbitration panel and shall be a national of a country other than the U.S.A. and China. All arbitrators appointed to preside over a Dispute shall be and remain at all disputes between times impartial and independent of the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, . (ii) notwithstanding the foregoing, each If either party irrevocably submits fails to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 appoint an arbitrator within thirty (30) days of the Severance Agreement or with respect date on which the Dispute was referred to enforcement arbitration, the Chairman of any judgment upon the award rendered by HKIAC shall appoint the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, missing arbitrator. (iii) either party may elect If the appointed arbitrators are unable to invoke agree on the Optional Rules for Emergency Measures third (3rd) arbitrator within thirty (30) days of Protection provided under their appointment, then the AAA’s Employment Arbitration Rules and Mediation Procedures, Chairman of the HKIAC shall appoint the third (iv3rd) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, arbitrator. (vc) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party Discovery shall be responsible for its own costs and expenses permitted. (including attorneys’ fees)of d) Any award in the arbitration proceeding shall be rendered in English. (e) In any arbitration pursuant to this Section 79.9, the arbitrators are not empowered to award: (i) Punitive, exemplary or consequential damages and the parties hereby waive any right to recover such damages except in the event that one of the parties is found liable for fraud or intentional misconduct; providedand (ii) any equitable remedies except to the extent that such remedies enforce the obligations of this Agreement. (f) The arbitrators shall decide in the award the allocation of costs, howeverincluding the arbitrators’ fees, expenses for translators and translations required in connection with the arbitration and all other costs to which the Dispute may give rise. (g) The venue and seat of the arbitration shall be Hong Kong. The award of the arbitrators shall be final, binding and without appeal. Any award of the arbitrators may be enforced by any court having jurisdiction over the party against which the award has been rendered, or wherever assets of that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputeparty are located, and shall be enforceable in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (vi) each party has knowingly and voluntarily agreed 1958). A court may refuse to enter into this arbitration clause andenforce any award rendered in accordance herewith, except as provided in Section 1.7 if it finds that any of the Severance Agreement, hereby waives any rights that might otherwise exist with respect arbitrators appointed to resolution preside over the Dispute are not independent or impartial of disputes between them, including with respect to the right to request a jury trial or other court proceedingparties.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 Paragraph 8 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of fees) of any arbitration pursuant to this Section 7Paragraph 8; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. In the event of a dispute between the Parties and the Parties are not able to reach an agreement, the Parties then agree to first submit to non-binding mediation within 30 days of notification of said dispute being unresolved. If mediation fails, or if any of the Parties choose to not submit to non-binding mediation within the designated timeframe, then all Parties agree that the non-responding Party(s) waives mediation – and the next step of binding arbitration is to begin within 45 days of notification of the mediation settlement being unsuccessful unless agreed to a different timeframe by mutual agreement. Parties prefer to utilize an independent mediator/arbitrator, but also agree to formally accept AAA (American Arbitration Association) office closest to the location of the proposed mediation as an option if AAA is preferred. Further, if any of the Parties chooses not to participate in arbitration, then all Parties agree that the arbitrator is none the less still bound to provide a finding on the matter within 45 days from the mediation cutoff date of the Parties (or Party) having submitted their summary. In the event of any litigation between the Parties arising from this Agreement, the prevailing Party(s) shall be awarded its costs of suit, including reasonable attorney’s fees. (a) Notwithstanding anything to the contrary in this Agreement: The parties hereby consent recognize that their business relationships may give rise to the need for one or more of the parties to seek emergency, provisional, or summary judicial relief to, among other things, repossess and sell or otherwise dispose of goods, equipment and/or fixtures, to prevent the sale or transfer of goods, equipment, fixtures, and other real and personal property, to protect real or personal property from injury, to obtain possession of real property, to enforce indemnification rights, and for temporary injunctive relief. Immediately following the issuance of any such relief, the parties agree that (i) to the stay of any judicial proceedings pending mediation or arbitration of all disputes underlying claims between the parties. The parties recognize that, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by applicable law, the arbitrators may not have the power to order equitable relief and the parties do not by this Agreement waive any rights they may have to seek and enforce equitable relief. Therefore, any claims for equitable relief that cannot be fully awarded by the subject arbitrators are outside the scope of this Agreement and the parties are free to pursue civil remedies for such claims. Any such claim(s) shall be brought in the Cleveland, Ohio Court. Nothing shall restrict the right of a compulsory arbitration agreementparty to file counterclaims, (ii) notwithstanding the foregoing, each cross claims or third-party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court claims in any action litigation brought by a third party. (b) Depositions, other than those taken in lieu of live testimony, shall not be taken except under the arbitrators' finding of special need. The parties shall be entitled to conduct document discovery in accordance with a procedure where responses to information requests shall be made within 45 days from their receipt. The parties knowingly and voluntarily waive their rights to have any Dispute tried and adjudicated by a judge or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment a jury. (c) Judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofjurisdiction. Notwithstanding the foregoing, upon the application by either party to a court for an order confirming, modifying, or vacating the award, the court shall have the power to review whether, as a matter of law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (vand shall stipulate to the court) except that the findings of fact made by the arbitrator(s) shall be final and binding on the parties and shall serve as the facts to be submitted to and relied upon by the court in determining the extent to which the award should be confirmed, modified or vacated. (d) Except as otherwise required by applicable law law, the parties and the arbitrator(s) shall keep confidential and not disclose to render this Section 7 fully enforceablethird parties any information or documents obtained in connection with arbitration process, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each the Dispute. If either party has knowingly and voluntarily agreed fails to enter into this proceed with arbitration clause and, except as provided in Section 1.7 of the Severance this Agreement, hereby waives any rights that might otherwise exist or unsuccessfully seeks to stay the arbitration, or fails to comply with respect the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to resolution of disputes between thema petition or application for judicial review, the other party may be entitled to be awarded costs, including with respect reasonable attorneys' fees, paid or incurred in successfully compelling such arbitration or defending against the attempt to stay, vacate, or modify such arbitration award and/or successfully defending or enforcing the right award, the determination of awarding costs to request a jury trial or other court proceedingbe made by the arbitrator(s).

Disputes. The parties hereby consent A. Except as otherwise provided in the note and agree guaranty referred to in Section II.A.1.iv above with respect to any dispute relating thereto, any controversy or claim between Licensor and Licensee arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that the arbitrators will be paid their normal professional or expert consultation fees (i) all disputes between such fees shall be divided equally and paid by the parties, including those relating except as set forth below); provided that in conducting any such arbitration the arbitrators shall apply and adhere to the existence and validity laws of this Release Agreement and any dispute as to the arbitrability State of a matter under this provisionDelaware, including the laws of evidence of such State. Arbitration shall be submitted to full and binding arbitration conducted in the Commonwealth of VirginiaWilmington, Delaware, before a panel of three arbitrators and administered by neutral arbitrators. With respect to any arbitration proceeding initiated pursuant to this Section, the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision evidentiary hearing shall not require arbitration of any claim which, by law, cannot be commence no later than 120 calendar days after the subject filing of a compulsory demand for arbitration; thereafter, arbitration agreementshall be completed within 60 calendar days, (ii) notwithstanding and the foregoing, each party irrevocably submits to arbitration award shall be rendered no later than 30 days after the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 completion of the Severance Agreement or evidentiary hearings. The parties shall exert their best efforts to obtain strict compliance with respect the schedule set out above; provided that failure to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum adhere to the maintenance of any such action or proceeding, (iii) either party may elect schedule will not terminate a party's right to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any obtain arbitration pursuant to this Section 7; provided, however, that if section. The arbitration award shall be in writing and shall specify the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee factual and legal bases for the Employee’s award. The arbitration award, and any judgment entered thereon, shall be subject to judicial review by the federal courts in Delaware for purposes of ensuring compliance with this section and arbitrator compliance with Delaware law B. The party that has substantially prevailed in any proceeding to interpret or enforce this Agreement shall be entitled to recover from the other party its reasonable attorneys’ ' fees and legal expenses, no later than thirty (30) days following any final resolution disbursements and costs of such disputeproceeding (including, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andwithout limitation, except as provided in Section 1.7 the prevailing party's share of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingarbitrators' fees and expenses).

Disputes. The parties hereby consent ▇▇▇▇▇ and ▇▇▇▇▇▇ agree that (i) all disputes to first enter into negotiations to resolve any dispute arising under or relating to this Contract. Any claim, or dispute between the partiesBuyer and Seller concerning questions of law or fact arising out of this Contract, including those relating performance by either Party, or threatened or actual breach, which is not disposed of by mutual Contract within a period of thirty (30) days after one Party has provided written notice to the existence other Party, shall be subject to a senior level review by the Buyer’s and validity of this Release Agreement and any ▇▇▇▇▇▇’s executive leadership. Any unresolved dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators administered and administered conducted by the American Arbitration Association (Association. The claim, controversy or dispute shall be arbitrated before three arbitrators, one to be selected by each Party and the third to be selected by the other two selected arbitrators. Any such arbitration shall be held in Madison County, Alabama. The Parties agree that any remedy or relief granted shall be limited and therefore under no circumstances may the arbitrators make any award that includes any amount representing loss of profits, loss of business or any other incidental, special, consequential, or punitive damages. The decision of the arbitrators shall be final and conclusive upon the parties. The arbitrators shall apply the substantive and procedural law of the State of Alabama, without regard to any “AAA”) under its Employment Arbitration Rules and Mediation Procedureschoice of law” principles that would have the effect of applying any law other than that of Alabama, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits except to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 extent of the Severance Agreement Articles and other provisions incorporated herein by reference that are included in this Contract by virtue of the requirements of the Federal Acquisition Regulations or other requirements applicable to U.S. Government procurement, which provisions shall be interpreted in accordance with respect to enforcement of the law governing Federal Government procurements. Judgment upon any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having of competent jurisdiction thereof, (v) except within the State of Alabama. Except as otherwise required by applicable specifically provided in this Article neither Party shall institute any action or proceeding against the other Party in any court of law or equity with respect to render this Section 7 fully enforceableany dispute, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration which is the subject of a claim or proceeding pursuant to this Section 7; providedArticle. Each Party hereby irrevocably waives, howeverto the fullest extent permitted by applicable law, that if the Employee prevails on any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of under or in connection with this Contract. Pending final disposition of any dispute covered by under this provisionContract (including exhaustion of all appellate rights), then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expensesSeller shall, no later than thirty (30) days following any final resolution of such disputeat all times, proceed diligently, and (vi) each party has knowingly and voluntarily agreed to enter into in good faith, with the performance of this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingContract.

Disputes. The (A) In the event of a dispute arising between Buyer and Seller, which is not disposed of by agreement, Seller shall request a final written decision from Buyer's Procurement Manager. If the parties hereby consent and can’t agree that (i) on a dispute resolution process or otherwise resolve a dispute, the parties agree to be bound by binding arbitration of all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute described as to the arbitrability of a matter under this provision, follows: (a) All disputes arising from or in connection with these Terms shall be submitted to full and binding arbitration pursuant to the applicable Law and Venue clause hereof by three independent arbitrators in accordance with the Commonwealth commercial arbitration rules of Virginiathe American Arbitration Association; (b) Either Party may demand such arbitration in writing, before which demand shall include the name of the arbitrator appointed by the Party demanding the arbitration and a panel statement of three the matter in controversy; (c) Within ten days after such demand, the other Party shall name its arbitrator, and the two arbitrators and administered so named shall select a third arbitrator within ten days or, in lieu of an agreement on the third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, Association. If a second arbitrator is not selected within the time provided, howeverthe first arbitrator shall serve as sole arbitrator; (d) The arbitrators shall have the power to determine the procedure to be followed, that this provision whether discovery is to be allowed and to what extent, and to establish a schedule for resolving the controversy, but they shall not require arbitration have no power to alter, change, amend, modify, or subtract from, any of the provisions of these Terms or to award any claim which, by law, cannot punitive or exemplary damages; (e) The decision of a majority of the arbitrators shall be the subject decision of the arbitrators; (f) All decisions shall be in writing; and (g) The parties agree that the provisions hereof shall be a compulsory arbitration agreementcomplete defense to any suit, (ii) notwithstanding the foregoingaction, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court proceeding instituted in any action federal, state, or proceeding provided for under Section 1.7 of the Severance Agreement local court or before any administrative tribunal with respect to enforcement any controversy or dispute arising out of these Terms, that judgment may be rendered in any judgment upon the court of competent jurisdiction on any award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered made by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputethese Terms, and (vi) each party has knowingly and voluntarily agreed to enter into this that the arbitration clause and, except as provided in Section 1.7 provisions hereof shall survive the termination of the Severance Agreement, hereby waives an Order for any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingreason.

Disputes. The parties hereby consent and agree that (i) all disputes 23.1 Subject to the terms as set forth in Article 22 of this Agreement, should a dispute arise between the partiesParties, including those relating the Parties shall promptly seek to resolve any such dispute by negotiations among the senior executives of the Parties who have the authority to settle such dispute (“Senior Executives”) prior to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration initiation of any claim which, by law, cannot be lawsuit. The Senior Executives shall meet at a mutually acceptable time and place within fifteen (15) days and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, dispute. All negotiations and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration communications pursuant to this Section 7; provided, however, that if 12(b) shall be treated and maintained by the Employee prevails on any dispute covered by this provision, then Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Company shall reimburse federal and state Rules of Evidence. If the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than matter has not been resolved within thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 after the initial meeting of the Severance AgreementSenior Executives, hereby waives or such longer period as may be mutually agreed upon, either Party may initiate a lawsuit. 23.2 THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, PROVISIONS CONCERNING LIMITATIONS OF ACTIONS) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, NOTWITHSTANDING ANY CONFLICT-OF-LAWS DOCTRINES OF SUCH STATE OR OTHER JURISDICTION TO THE CONTRARY. ALL MATTERS LITIGATED BY OR BETWEEN THE PARTIES THAT INVOLVE THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, OR ANY RELATED DOCUMENTS OR MATTERS HEREUNDER SHALL BE BROUGHT ONLY IN FORT WORTH, TARRANT COUNTY, TEXAS. 23.3 In any rights that might otherwise exist with respect suit filed by a Party hereto to resolution of disputes between them, including with respect resolve a dispute arising under this Agreement or related to the right services provided hereunder, each Party hereby covenants and agrees to request take all steps necessary to waive a jury trial or other court proceedingby jury.

Disputes. The parties hereby consent Any disputes or disagreements arising in, or referred to, the Research Management Committee that cannot be resolved by the members of the Research Management Committee shall be referred to the Chief Executive Officer of ABX and agree that the Executive Vice President of Discovery (ior one of his or her direct reports) all disputes between of AZ for resolution. If such senior officers are unable to resolve any such dispute within [Confidential treatment requested] following the partiesdate of the meeting at which such dispute first arose, then (a) if such dispute relates to whether to designate a Proposed Antigen as a Prioritized Antigen, whether to designate a Prioritized Antigen as a Collaboration Antigen, the prioritization of Proposed Antigens and Prioritized Antigens for review, the selection of an Antibody as a Research Antibody, the prioritization of Research Programs with respect to Collaboration Antigens, the overall allocation of resources among the Research Programs, whether AZ is to perform an activity under a Research Program Work Plan, including those relating providing quantities of Antigen for immunization pursuant to Section 2.3.1, whether or not to designate a Research Antibody as a Candidate Drug or whether to perform additional work under a Research Program Work Plan (provided in no event shall ABX be required to perform more than [Confidential treatment requested] of such additional work in any year in the existence and validity aggregate as provided for herein, without its consent), AZ shall have the deciding vote, (b) if such dispute relates to any other matter other than a Party’s interpretation of, or any allegation of breach of, this Release Agreement and any Agreement, including a dispute as to what the arbitrability CDTP criteria should be for a particular Antigen, whether or not a Research Antibody meets or exceeds the applicable Candidate Drug Target Profile, then either Party shall have the right to refer such dispute to an Expert for expedited arbitration as set forth in Section 3.6.1, and (c) if such dispute relates to a Party’s interpretation of, or any allegation of a matter breach of, this Agreement, then either Party shall have the right to litigate such dispute in accordance with Section 20.1 or to pursue such other dispute resolution mechanism as the Parties may agree. The Parties acknowledge and agree that, subject to the provisions of this Section 3.6, ABX shall have the right to make day-to-day operational decisions regarding the implementation of each Research Program within the scope of the applicable Research Program Work Plan. 3.6.1 With respect to disputes under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered Section 3.6(b) above that are not resolved by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 applicable senior officers of the Severance Agreement Parties pursuant to Section 3.6 or any disputes with respect to enforcement of any judgment Additional Technology, Antibody Technology (other than Core Antibody Technology) or XenoMouse Methods (other than Core XenoMouse Technology) to be included in the applicable Research Program Work Plan or Development Program Work Plan pursuant to Sections 2.2.2(b), 2.2.3(b) and 5.3.1, upon the award rendered written request by the arbitrators, and hereby waives the defense of inconvenient forum either Party to the maintenance of any other Party, the Parties shall appoint a mutually acceptable, independent Third Party to resolve such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7dispute; provided, however, that if in no event shall the Employee prevails on Parties utilize any Additional Technology, XenoMouse Methods (other than Core XenoMouse Technology) or Antibody Technology (other than Core Antibody Technology) in a Research Program Work Plan or Development Program Work Plan over the objection of AZ. Such independent Third Party shall have the scientific, technical and regulatory experience with respect to the research and development of antibody-based products necessary to resolve such dispute covered by this provision(an “Expert”). If the Parties cannot agree upon an Expert within [Confidential treatment requested] following the date of the meeting at which such dispute first arose, then such Expert shall be appointed by the Company Chief Executive Officer of ABX and the Executive Vice President of Discovery of AZ, provided that if such Parties cannot agree, each Party shall reimburse appoint one Expert and such Experts shall jointly appoint a third Expert, which Expert shall be the Employee sole Expert for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute. Within [Confidential treatment requested] after the appointment of such Expert, and (vi) the Parties shall each party has knowingly and voluntarily agreed simultaneously submit to enter into this arbitration clause and, except as provided in Section 1.7 the Expert a written statement of their respective positions on such dispute. Upon the receipt of the Severance Agreementwritten statements of both Parties, hereby waives the Expert shall promptly provide each Party with the written statement of the other Party. Each Party shall have [Confidential treatment requested] from receipt of the other Party’s submission to submit a written response thereto, which shall include any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to scientific and technical information in support thereof. The Expert shall have the right to request meet with the Parties, either alone or together, as necessary to make a jury trial or other court proceedingdetermination. No later than [Confidential treatment requested] after the designation of the Expert, the Expert shall make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most fair and reasonable to the Parties in light of the totality of the circumstances and shall provide the Parties with a brief written statement setting forth the basis of the determination in connection therewith. The decision of the Expert shall be final and conclusive, absent manifest error. The fees and costs of such Expert shall be borne by the Party whose proposed resolution was not accepted by the Expert.