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 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 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 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 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 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 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 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 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 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 (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. (a) The parties hereby consent and agree that party delivering an officer's certificate pursuant to Section 4(b) or (ic) all disputes between (the parties, including those relating "Delivering Party") shall deliver to the existence and validity other party (the "Receiving Party") a copy of this Release Agreement and any dispute as each officer's certificate simultaneously with its delivery to the arbitrability Escrow Agent. If the Receiving Party objects to the officer's certificate, the Receiving Party shall notify (a "Notice of Dispute") the Delivering Party and the Escrow Agent in writing before the fifth business day after receipt of such officer's certificate by the Escrow Agent. If the Receiving Party fails to deliver a matter under this provisionNotice of Dispute to the Delivering Party and the Escrow Agent before such fifth business day, the direction set forth in such officer's certificate shall be submitted to full conclusive and binding arbitration in on 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 arbitratorsReceiving Party, and hereby waives the defense Escrow Agent shall take the action as directed in such officer's certificate. (b) If the Delivering Party and the Escrow Agent receive a Notice of inconvenient forum to the maintenance of any Dispute before such action or proceedingfifth business day, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules Buyer 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 negotiate in good faith and use all reasonable efforts to agree upon their rights with respect thereto. If Buyer and Seller shall so agree, a certificate setting forth such agreement shall be furnished to the Employee for Escrow Agent. The Escrow Agent shall be entitled to rely upon any such certificate and shall act in accordance with the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution terms of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except certificate as provided in Section 1.7 4(a) hereof. (c) If, after receipt of a duly delivered Notice of Dispute, Buyer and the Company are not able to resolve the dispute through agreement, then the Escrow Agent shall not take any action in respect of the Severance Agreementofficer's certificate until such dispute is resolved. In the event such dispute is resolved pursuant to judicial process, hereby waives any rights then upon receipt of an officer's certificate from Buyer or the Company stating that might otherwise exist such dispute has been finally resolved and attaching thereto a final and non-appealable judgment of a court of competent jurisdiction resolving such dispute, the Escrow Agent shall take action in accordance with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingsuch judgment.

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 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 and agree that (i) all Any disputes between the parties, including those relating to the existence and validity Parties arising out of this Release Agreement and or any dispute as to the arbitrability of a matter under this provision, Quote shall be submitted resolved as follows: Members of the senior management of both Parties shall meet to full and binding arbitration in the Commonwealth of Virginia, before attempt to resolve such disputes. If 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, dispute cannot be the subject of resolved within thirty (30) days, either Party may make 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 written demand 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 mediation. Within thirty (30) days following after such written notification, the Parties shall meet for one day with an impartial mediator. The costs and expenses of the mediator shall be shared equally by the Parties. If the dispute is not resolved by mediation, the dispute shall be settled by binding arbitration conducted in accordance with the JAMS procedures pursuant to its Streamlined Arbitration Rules and Procedure, by a single arbitrator, in Boston, Massachusetts. The arbitrator shall be selected as provided in the Streamlined Arbitration Rules and Procedure. Unless provided otherwise herein, the arbitrator may not award non-monetary or equitable relief of any final resolution sort. The arbitrator shall have no power to award damages inconsistent with this Agreement. No discovery shall be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of such disputesubstantial need by the Party seeking discovery. All aspects of the arbitration shall be treated as confidential. Neither the Parties nor the arbitrator may disclose the existence, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andcontent or results of the arbitration, except as provided in Section 1.7 necessary to comply with legal or regulatory requirements. Before making any such disclosure, a Party shall give written notice to all other Parties and shall afford such Parties a reasonable opportunity to protect their interests. The result of the Severance Agreementarbitration shall bind the Parties, hereby waives and judgment on the arbitrator’s award may be entered in any rights court having jurisdiction. Each Party shall bear its own costs of the arbitration. The fees and expenses of the arbitrator shall be shared equally by the Parties. The parties agree that might otherwise exist with respect a party need not invoke the procedures set forth in this Section 10.4 in order to resolution of disputes between them, including with respect seek injunctive relief pursuant to the right to request a jury trial or other court proceedingSection 4.3.

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 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 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 (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 and agree that (ia) 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 (thereinafter referred to as “dispute”) involving the existence and validity interpretation of this Release Agreement or the terms, conditions or termination of this Agreement or the terms, conditions or termination of Executive’s employment with Emeritus. It is the intention of the parties that the arbitration award will be final and binding and that a judgment on the award may be entered in any dispute as court of competent jurisdiction and enforcement may be had according to the arbitrability of a matter under this provision, its terms. (b) The arbitrator shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before chosen from a panel of three arbitrators and administered list provided by the American Arbitration Association (“AAA”) under its Employment and the Arbitration Rules and Mediation Proceduresshall be conducted before a single arbitrator in Seattle, providedWashington, 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 pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Employment Dispute Resolution Rules of the Severance Agreement or with respect to enforcement American Arbitration Association then in effect. Emeritus shall bear all expenses 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 arbitration. Each party shall be responsible for its the costs of their own attorneys and related costs and expenses (including attorneys’ fees)of any arbitration pursuant expert witnesses, exhibits, etc.), except to this Section 7; provided, however, the extent that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable arbitrator awards attorneys’ fees and legal expensesas part of the arbitration decision. (c) The arbitrator shall not have jurisdiction or authority to change any provision of this Agreement by alterations of, no later than thirty additions to or subtractions from the terms hereof. The arbitrator’s sole authority shall be to interpret or apply any provision(s) of this Agreement. (30d) days following any final resolution of such disputeThe parties agree that the provisions hereof, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the decision of the Severance Agreement, hereby waives any rights that might otherwise exist arbitrator with respect to resolution any dispute, shall be the sole and exclusive remedy for any alleged breach of disputes between themthis Agreement or the employment relationship. The parties hereby acknowledge that since arbitration is the exclusive remedy, including neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement and that the decision of the arbitrator shall be a complete defense of any suit, action or proceeding instituted in any federal, state or local court before any administrative agency with respect to any dispute which is subject to arbitration as herein set forth. The arbitration provisions hereof shall, with respect to any dispute, survive the right to request a jury trial termination or other court proceedingexpiration of this Agreement.

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 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 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 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 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 Notwithstanding the provisions of Section 4 of this Agreement, in the event a dispute arises with regard to the escrow created by this Agreement, the following provisions shall apply: (a) If Escrow Agent shall receive a written notice from Buyer or Seller stating that a disagreement or dispute has arisen between the parties hereby consent or any other persons resulting in adverse claims and agree that demands being made from the Escrow Shares (any such event being hereinafter referred to as a "Dispute"), whether or not litigation has been instituted, then in any such event, Escrow Agent shall continue to hold the Escrow Shares until Escrow Agent receives either: (i) a written notice signed by Buyer and Seller, directing the delivery of the Escrow Shares in accordance with this Agreement; or (ii) a final non- appealable order of a court of competent jurisdiction, entered in an action, suit or proceeding in which Buyer and Seller are parties, directing the delivery of the Escrow Shares. In either of such events, Escrow Agent shall then deliver the Escrow Property in accordance with such direction. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims and demands in the event of a Dispute unless and until it has received such direction. Upon compliance with such direction, Escrow Agent shall be released of and from all disputes liability hereunder. (b) Notwithstanding the foregoing, Escrow Agent shall have the following rights in the circumstances described in Section 6(a) hereof: (i) If Escrow Agent shall have received a notice signed by Buyer or Seller advising that litigation between the parties over entitlement to the Escrow Shares has been commenced by any person, Escrow Agent may, on notice to the parties, including those relating to deposit the existence and validity Escrow Property with the clerk 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 court 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, which such litigation is pending; or (ii) notwithstanding Escrow Agent may, on notice to Buyer and Seller, take such affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, but not limited to, the foregoingdeposit of the Escrow Property with a court of competent jurisdiction and the commencement of an appropriate action, each party irrevocably submits to the jurisdiction costs of which shall be borne by the parties hereto save and except Escrow Agent. Upon the taking by Escrow Agent of the action described in clause (i) or clause (ii) of this Section, Escrow Agent shall be released of and from all liability hereunder except for gross negligence or willful misconduct. (c) Except for Escrow Agent's gross negligence or willful misconduct, Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any Commonwealth instrument deposited with it, or any notice or demand given to it or for the form 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 execution of any such action instrument, notice or proceedingdemand or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act. (iiid) either Escrow Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not incur any liability: (i) in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party may elect in accordance with the provisions hereof has been duly authorized to invoke do so; or (ii) in otherwise acting or failing to act under this Agreement except in the Optional Rules for Emergency Measures case of Protection provided under Escrow Agent's gross negligence or willful misconduct. (e) The terms and provisions of this Agreement shall create no right in any person, firm or corporation other than the AAA’s Employment Arbitration Rules parties 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 their respective successors and assigns and no third 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 have the right to request enforce or benefit from the terms hereof. (f) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by the other parties hereto and a jury trial copy thereof has been received by Escrow Agent. (g) Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Agreement. (h) The parties hereto further agree to equally indemnify Escrow Agent from and against any and all losses, claims, damages or other court proceedingliabilities and expenses, including reasonable attorneys fees which may be asserted against it or to which it may be exposed or may incur by reason of its performance hereunder, except when such performance was grossly or willfully negligent.

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 (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 (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 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 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 (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 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 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 (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 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. (a) The parties hereby consent Parties recognize that disputes as to certain matters may from time to time arise during the term of this Agreement which relate to either Party’s rights and/or obligations hereunder. The Parties shall follow the procedures set forth in this Article 25 to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and agree that (i) all disputes to attempt to avoid arbitration between the partiesParties. Any disputes among the members of the EC, including those relating to or other disputes among the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionParties, that cannot be resolved by good faith negotiation within thirty (30) days after referral thereto, 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 whichreferred, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits written notice from either Party to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of other, to the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsASC. The ASC shall meet as soon as possible, 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 not more than thirty (30) days following any final resolution after such notice is received, and shall make diligent, good faith efforts to resolve such dispute in a manner that is consistent with the terms of this Agreement and the principles underlying such terms and that balances the legitimate interests of both Parties. (b) In the event that the members of the ASC are not able to resolve such dispute during such meeting, the ASC shall meet in person at least one more time during the 60-day period after such notice is received, and if the ASC has not resolved such dispute by the end of such dispute60-day period (or any mutually agreed extension thereof), either Party may submit such dispute (including whether a dispute is subject to arbitration) to an arbitration proceeding to be conducted in San Francisco, California before a panel of three (3) neutral arbitrators, which shall be selected as follows within thirty (30) days from the request for arbitration: Bayer shall select one arbitrator, Onyx shall select one arbitrator, and Bayer and Onyx shall seek to agree on the selection of the third arbitrator; provided that if Bayer and Onyx fail to agree on such third arbitrator within such thirty (vi30)-day period, then the arbitrators designated by Onyx and Bayer shall select the third arbitrator within fifteen (15) each party has knowingly and voluntarily agreed days. Judgment on the award may be entered in any court having jurisdiction. The arbitration shall be administered by JAMS pursuant to enter into this arbitration clause andits Comprehensive Arbitration Rules & Procedures, 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.that

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 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 (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 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 (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 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. 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 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 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 It is understood and agreed that, upon the request of any party to this Agreement, any dispute, claim or controversy of any kind, whether in contract or in tort, statutory or common law, legal or equitable, now existing or hereinafter arising between the parties hereby consent and agree that in any way arising out of, pertaining to or in connection with: (i) all disputes between the partiesthis Agreement, including those relating to the existence and validity of this Release Agreement and or any dispute as to the arbitrability of a matter under this provisionrelated agreements, 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 agreementdocuments or instruments, (ii) notwithstanding all past and present loans, credits, accounts, deposit accounts (whether demand deposits or time deposits), safe deposit boxes, safekeeping agreements, guarantees, letters of credit, goods or services, or other transactions, contracts or agreements of any kind, (iii) any incidents, omissions, acts, practices, or occurrences causing injury to any party whereby another party or its agents, employees or representatives may be liable, in whole or in part, or (iv) any aspect of the foregoingpast or present relationships of the parties, each shall be resolved through a two-step dispute resolution process administered by the Judicial Arbitration & Mediation Services, Inc. ("JAMS") as follows: B. Step I - Mediation. At the request of any party irrevocably submits to the jurisdiction dispute, claim or controversy, the matter shall be referred to the nearest office of any Commonwealth of Virginia State JAMS for mediation, which is an informal, non-binding conference or Federal court conferences between the parties in any action which a retired judge or proceeding provided for under Section 1.7 justice from the JAMS panel will seek to guide the parties to a resolution of the Severance Agreement case. C. Step II - Arbitration (Contracts Not Secured By Real Property). Should any dispute, claim or controversy remain unresolved at the conclusion of the Step I Mediation Phase, then (subject to the restriction at the end of this subparagraph) all such remaining matters shall be resolved by final and binding arbitration before a different judicial panelist, unless the parties shall agree to have the mediator panelist act as arbitrator. The hearing shall be conducted at a location determined by the arbitrator in Los Angeles, California (or such other city as may be agreed upon by the parties) and shall be administered by and in accordance with respect to enforcement the then existing Rules of Practice and Procedure of JAMS and judgement 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 arbitrator may be entered by any State or Federal Court having jurisdiction thereof. The arbitrator shall determine which is the prevailing party and shall include in the award that party's reasonable attorneys' fees and costs. This subparagraph shall apply only if, at the time of the submission of the matter to JAMS, the dispute or issues involved do not arise out of any transaction which is secured by real property collateral or, if so secured, all parties consent to such submission. As soon as practicable after selection of the arbitrator, the arbitrator, or the arbitrator's designated representative, shall determine a reasonable estimate of anticipated fees and costs of the arbitrator, and render a statement to each party setting forth that party's pro-rata share of said fees and costs. Thereafter, each party shall, within 10 days of receipt of said statement, deposit said sum with the arbitrator. Failure of any party to make such a deposit shall result in a forfeiture by the non-depositing party of the right to prosecute or defend the claim which is the subject of the arbitration, but shall not otherwise serve to abate, ▇▇▇y or suspend the arbitration proceedings. D. Step II - Trial By Court Reference (Contracts Secured By Real Property). If the dispute, claim or controversy is not one required or agreed to be submitted to arbitration, as provided in the above subparagraph, and has not been resolved by Step I mediation, then any remaining dispute, claim or controversy shall be submitted for determination by a trial on Order of Reference conducted by a retired judge or justice from the panel of JAMS appointed pursuant to the provisions of Section 638(1) of the California Code of Civil Procedure, or any amendment, addition or successor section thereto, to hear the case and report a statement of decision thereon. The parties intend this general reference agreement to be specifically enforceable in accordance with said section. If the parties are unable to agree upon a member of the JAMS panel to act as referee, then one shall be appointed by the Presiding Judge of the county wherein the hearing is to be held. The parties shall pay in advance, to the referee, the estimated reasonable fees and costs of the reference, as may be specified in advance by the referee. The parties shall initially share equally, by paying their proportionate amount of the estimated fees and costs of the reference. Failure of any party to make such a fee deposit shall result in a forfeiture by the non-depositing party of the right to prosecute or defend any cause of action which is the subject of the reference, but shall not otherwise serve to abate, ▇▇▇y or suspend the reference proceeding. E. Provisional Remedies, Self Help and Foreclosure. No provision of, or the exercise of any rights under any portion of this Dispute Resolution provision, shall limit the right of any party to exercise self help remedies such as set off, foreclosure against any real or personal property collateral, or the obtaining of provisional or ancillary remedies, such as injunctive relief or the appointment of a receiver, from any court having jurisdiction thereofbefore, (v) except as otherwise required during or after the pendency of any arbitration. At the Bank's option, foreclosure under a deed of trust or mortgage may be accomplished either by applicable law to render this Section 7 fully enforceableexercise of power of sale under the deed of trust or mortgage, each party or by judicial foreclosure. The institution and maintenance of an action for provisional remedies, pursuit of provisional or ancillary remedies or exercise of self help remedies 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 not constitute a waiver of the Severance Agreement, hereby waives right of any rights that might otherwise exist with respect party to resolution of disputes between them, including with respect submit the controversy or claim to the right to request a jury trial or other court proceedingarbitration.

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, at least monthly, 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 (30) days following including attorney’s fees and disbursements, of the Executive and the Corporation. The Corporation shall pay prejudgment interest on any final resolution money judgment obtained by the Executive 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. 11.1 If there is a disagreement or dispute arising between two or more of the parties in connection with this Agreement (a Dispute), the parties shall use all reasonable endeavours to resolve the matter on an amicable basis. A matter or action requiring approval as a Reserved Matter not receiving the necessary approval shall not constitute a Dispute. If one party serves formal written notice on one or more of the others that a Dispute has arisen and the parties are unable to resolve the Dispute within a period of twenty (20) Business Days from the service of such notice, then the Dispute shall be referred to the respective Chief Executives, Managing Directors or, in the case of HMTCo, the Chief Executive of Infrastructure UK (as the case may be) of each of the parties who shall attempt to resolve the dispute within the following twenty (20) Business Days (the Second Consideration Period). No recourse to arbitration or litigation by any party against any other under this Agreement shall take place unless and until such procedure has been followed. 11.2 If the Chief Executives or Managing Directors (as the case may be) of the parties are unable to resolve a Dispute within the Second Consideration Period, then a Deadlock shall be deemed to have arisen following the expiry of the Second Consideration Period or such earlier date on which the parties agree that Deadlock has arisen (the Deadlock Date). Any Deadlock shall be dealt with in accordance with clause 11.3 (Disputes). 11.3 If a Deadlock has arisen, then any party shall be entitled to refer the Dispute to a third party expert (the Expert) who shall, unless otherwise agreed, be an independent expert with knowledge of and experience in matters relating to public private partnerships, [project/ sector relevant subject matter – defence, health, waste, education etc] and construction and development. The identity of the Expert shall be agreed between the parties within ten (10) Business Days of the Deadlock Date or, failing such agreement, shall be appointed by the President from time to time of the Institute of Chartered Accountants in England and Wales or any successor thereto and the fees and expenses of the Expert in making his determination shall be borne in such proportions as the Expert shall determine. 11.4 The parties hereby consent shall co-operate with each other and with the Expert in an attempt to resolve the Dispute and Deadlock amicably. The decision of the Expert (appointed as set out above) shall not be binding unless the parties agree otherwise in advance of referring any Dispute to the Expert. Following the Expert's decision any party may, unless the Parties have agreed that the Expert's decision shall be binding, issue legal proceedings in relation to the subject matter of the Dispute. Where the parties agree that the Expert's decision shall be binding, the decision of the Expert (iappointed as set out above) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability Dispute or Deadlock shall (except in the case of a matter under manifest error) be final and binding on all the parties for all purposes and (subject only to their fiduciary duties as Directors) the parties and their respective appointees on the Board shall execute all such documents and do and take all such action as may be necessary or reasonably desirable to give effect to and/or implement the said decision as promptly as reasonably practicable after the date of the same being so determined. For the purposes of this provisionclause 11 (Disputes), any consent required from any party to implement the decision of the Expert made in accordance with the above provisions shall be submitted deemed 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 proceedinghave been given.

Disputes. The parties hereby consent and You agree that any dispute or claim with respect to any provision of this agreement or your employment must be presented to the Chief Executive Officer within three (3) months of the occurrence. (a) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 10 shall subject the Corporation to any claim, liability, or expense, and the Corporation shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all disputes between payments and benefits delayed pursuant to this Section 10 (whether they would have otherwise been payable in a single sum or in installments in the parties, including those relating absence of such delay) shall be paid or reimbursed to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the existence and validity contrary, for purposes of any provision of this Release Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to Executive’s “termination of employment” (and any dispute as to corollary terms) with the arbitrability of a matter under this provision, Corporation shall be submitted construed to full refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Corporation. (c) With respect to any reimbursement or in-kind benefit arrangements of the Corporation and binding arbitration in its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the Commonwealth of Virginiafollowing conditions shall be applicable: (i) the amount eligible for reimbursement, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, or in-kind benefits provided, howeverunder any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that this provision shall not require arbitration of any claim which, by law, cannot the health and dental plans may impose a limit on the amount that may be the subject of a compulsory arbitration agreementreimbursed or paid), (ii) notwithstanding any reimbursement must be made on or before 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 last day of the Severance Agreement or with respect to enforcement of any judgment upon calendar year following the award rendered by calendar year in which the arbitratorsexpense was incurred, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect the right to invoke the Optional Rules reimbursement or in-kind benefits is not subject to liquidation or exchange for Emergency Measures another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Proceduresdays (e.g., (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 “payment 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 made within thirty (30) days following any final resolution after termination of such disputeemployment”), and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the actual date of payment within the specified period shall be within the sole discretion of the Severance AgreementCorporation. Whenever payments under this Agreement are to be made in installments, hereby waives any rights that might otherwise exist with respect each such installment shall be deemed to resolution be a separate payment for purposes of disputes between themSection 409A. Signatures: ANADIGICS, including with respect to the right to request a jury trial or other court proceeding.Inc. ▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President and General Manager of Broadband Business President and CEO January 27, 2009 January 27, 2009 Date Date

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 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 the Federal Mediation and administered by the American Arbitration Association Conciliation Service (“AAAFMCS”) ). The arbitration will be held in Seattle, Washington unless Executive and the Company mutually agree otherwise. Nothing contained in this Section 28 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 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 Party shall be responsible for 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 shall 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 shall be granted and shall 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 shall have the authority to award any remedy or relief that a jury trial Court of the State of Washington 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 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 shall 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 shall be considered confidential and shall 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.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesAny claim or controversy arising out of or relating to this Agreement, including those or any breach thereof, or otherwise arising out of or relating to the existence Executive's employment, compensation and validity of this Release Agreement and any dispute as to benefits with the arbitrability of a matter under this provisionCompany or the termination 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 claim or controversy 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 the parties agree that (a) the panel of arbitrators shall be prohibited from disregarding, adding to or modifying the terms of this Agreement; (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 arbitration; (d) the panel of arbitrators shall be without authority to award punitive or exemplary damages; (e) the chairperson of the arbitration 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 industry; and (g) any demand for arbitration made by the Executive must be filed and served, if at all, within 180 days of the Employee prevails occurrence of the act or omission complained of. Any claim or controversy not submitted to arbitration in accordance with this Section 18 shall be considered waived and, thereafter, no arbitration panel or tribunal or court shall have the power to rule or make any award on any dispute covered such claim or controversy. The award rendered in any arbitration proceeding held under this Section 18 shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that the judgment conforms to established principles of law and is supported by this provisionsubstantial record evidence. Notwithstanding the foregoing, then either the Company shall reimburse or 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 Executive may elect not to enter into have this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist 18 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.

Disputes. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (a) The parties hereby consent Parties recognize that disputes as to certain matters may from time to time arise during the Term which relate to either Party’s rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree that (i) all disputes to follow the procedures set forth in this Article ‎14 if and when a dispute arises under this Agreement. In the event of any disputes, controversies or differences which may arise between the partiesParties out of or in relation to or in connection with this Agreement, including those any alleged failure to perform, or breach, of this Agreement, or any issue relating to the existence and validity interpretation or application of this Release Agreement Agreement, then upon the request of either Party, the Parties agree to meet and any dispute as to discuss in good faith a possible resolution thereof, which good faith efforts shall include at least one in-person meeting between the arbitrability chief executive officers 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 foregoingeach Party; provided that, each party irrevocably submits to the jurisdiction Party agrees that any statute of any Commonwealth of Virginia State limitation or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or survival period with respect to enforcement such dispute shall be tolled during such discussions. If the matter is not resolved within *** following the request for discussions, either Party may then invoke the provisions of Section ‎14.2. (b) Notwithstanding anything to the contrary in this Article ‎14, any judgment upon Financing Entity may bring a proceeding in a court of competent jurisdiction located in the award rendered by the arbitratorsState of New York solely to enforce its rights under Sections ‎14.1, ‎16.1, ‎16.6, and hereby waives ‎16.8 hereof. Such courts of competent jurisdiction located in the defense State of inconvenient forum New York shall have the sole and exclusive jurisdiction to the maintenance of hear and adjudicate 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 claims 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 proceeding‎14.1‎(b).

Disputes. (a) If there shall be any dispute, controversy or claim (“Dispute”) between the Parties arising out of, relating to, or connected with this Agreement, the breach, termination or invalidity hereof, or the provisions contained herein or omitted herefrom, other than a Dispute under Section 2.10, the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair and equitable to the Parties. If one Party notifies another Party that a Dispute has arisen and the Parties are unable to resolve the Dispute within 30 days from such notice, then, unless the Parties agree to extend this period of time, the matter shall be referred to the Chief Financial Officer of the Parties (as applicable), who shall act by mutual agreement on all such matters. No recourse to arbitration under this Agreement shall take place unless and until the Chief Financial Officer of the Parties (as applicable) have been unable to resolve the Dispute within 30 days after the expiration of the 30-day period referred to above or any extension thereof. (b) The parties hereby consent and Parties irrevocably agree that any Disputes, other than a Dispute under Section 2.10, that are not resolved in accordance with paragraph (ia) all disputes between within the partiestwo abovementioned 30 day periods or extensions thereof shall be finally settled by means of arbitration in Brussels, including those relating Belgium, by three arbitrators appointed and proceeding in accordance with the Rules of Arbitration (the “CEPANI Rules”) of the Belgian Center for Mediation and Arbitration (“CEPANI”) as the exclusive means of resolving such Disputes. For purposes of appointing such arbitrators, each of the Sellers and the Buyer shall appoint one arbitrator and either the third arbitrator shall be selected by the two Party-appointed arbitrators or, failing agreement within 30 days after the Party-appointed arbitrators have been confirmed, by CEPANI in accordance with the CEPANI Rules. All submissions and awards in relation to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter arbitration under this provision, Agreement shall be submitted to full made in English and binding all arbitration proceedings and all pleadings shall be in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association English. (“AAA”c) 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 Except as may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law law, stock exchange rules, Governmental Authority, or in connection with the ordinary course of business, the Parties agree to render this maintain confidentiality as to all aspects of the arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding the arbitration for purposes of enforcing the award of the arbitral tribunal or in any court proceedings involving the Parties. The Parties further agree to obtain the arbitral tribunal’s agreement to preserve the confidentiality of the arbitration. (d) In the event of a Dispute, other than a Dispute under Section 7 fully enforceable2.10, each party Party shall be responsible for its own costs entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party. These injunctive remedies are cumulative and expenses (including attorneys’ fees)of in addition to any arbitration pursuant to this Section 7; provided, however, other rights and remedies 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 aggrieved Party may have 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 law or other court proceeding.in equity. ATI-2587197v29 75

Disputes. The parties hereby consent and agree that (i) all disputes between If the partiesSellers Representative or the breaching Seller, including those relating as applicable, delivers a Dispute Notice to the existence Buyer within the Dispute Period, the Buyer and validity of this Release Agreement the Sellers Representative or the breaching Seller, as applicable, shall promptly meet and any use their reasonable efforts to settle the dispute as to whether and to what extent the arbitrability Buyer Indemnitees are entitled to reimbursement on account of such Buyer Claim. If the Buyer and the Sellers Representative or the breaching Seller, as applicable, are able to reach agreement within 30 days after the Buyer receives such Dispute Notice, then (x) if such Buyer Claim shall have been made prior to the Escrow Termination Date, the Buyer and the Sellers Representative shall deliver a matter under joint written instruction to the Escrow Agent setting forth such agreement and instructing the Escrow Agent to pay to the Buyer from the Indemnity Escrow Amount an amount in accordance with such agreement, subject to the limitations contained in this provisionArticle X, and (y) if such Buyer Claim shall have been made after the Escrow Termination Date or to the extent it is in respect of amounts in excess of the then available Indemnity Escrow Amount, the Sellers or the breaching Seller, as applicable, shall be submitted pay to full and binding arbitration the Buyer an amount 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 accordance with such agreement, (ii) notwithstanding the foregoing, each party irrevocably submits subject to the jurisdiction limitations contained in this Article X. If the Buyer and the Sellers Representative or the breaching Seller, as applicable, are unable to reach agreement within 30 days after the Buyer receives such Dispute Notice, then either the Buyer, on the one hand, or the Sellers Representative or the breaching Seller, as applicable, on the other hand, may resort to other legal remedies, subject to the limitations set forth in this Article X. For all purposes of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for this Article X (including those pertaining to disputes under Section 1.7 of 10.4(a) and this Section 10.4(b)), the Severance Agreement Buyer and the Sellers Representative or the breaching Seller, as applicable, shall cooperate with respect and make available to enforcement of any judgment upon the award rendered by the arbitratorsother party and its respective representatives all information, records and data, and hereby waives the defense of inconvenient forum shall permit reasonable access to the maintenance of any such action or proceedingits facilities and personnel, (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 as may be entered by any court having jurisdiction thereof, (v) except as otherwise reasonably 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 in connection 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 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 proceedingdisputes.

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 (a) If the Borrower in good faith and agree that in writing (ia “Dispute Notice”): (1) all disputes between the partiesAsset Current Price of one or more Collateral Obligations (other than in the case of Syndicated Collateral Obligations, including those relating to solely following a Value 75 Adjustment Event), as determined by the existence Calculation Agent as of any Business Day (each, a “Disputed Collateral Obligation”), and validity set forth in such Dispute Notice a higher valuation proposed by the Collateral Manager in respect of this Release Agreement and any dispute as to such Disputed Collateral Obligation; or (2) disputes the arbitrability calculation of a matter under this provision, shall be submitted to full Borrowing Base Deficiency and binding arbitration sets forth in such Dispute Notice the Commonwealth of Virginia, before a panel of three arbitrators and administered calculation proposed by the American Arbitration Association Collateral Manager in respect thereof ; in each case within f ive Business Days of the calculation of such amounts by the Calculation Agent, then for so long as such dispute (each a “AAADispute”) under its Employment Arbitration Rules is continuing (and Mediation Proceduresprovided that no Event of Default occurs or is then continuing), provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be upon 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 request of the Severance Agreement or Borrower, the Calculation Agent, the Administrative Agent and the Borrower will work together in good faith to resolve such Dispute. (b) Subject to clause (c), while such Dispute with respect to enforcement an Asset Current Price is pending, such Asset Current Price shall be as determined by the Calculation Agent. (c) The Borrower may dispute the Asset Current Price of any judgment upon the award rendered Disputed Collateral Obligation by the arbitratorsforegoing procedure: (1) With respect to any Disputed Collateral Obligation, and hereby waives the defense Borrower may, within f ive (5) Business Days of inconvenient forum to receipt of notice f rom the maintenance Administrative Agent of any the revised Asset Current Price for such action or proceedingCollateral Obligation, provide, (iiix) 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 any Collateral Obligation that is not a Syndicated Collateral Obligation, a Firm Bid f rom at least one Approved Broker Dealer or Approved Creditworthy Third Party (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, the Collateral Manager or any of disputes between themtheir Af f iliates) for the full amount of each Disputed Collateral Obligation and, including (y) with respect to any Collateral Obligation that is a Syndicated Collateral Obligation, two Firm Bids f rom dif ferent Approved Broker Dealers or Approved Creditworthy Third Parties (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, the right to request Collateral Manager or any of their Affiliates) for the full amount of each Disputed Collateral Obligation. (2) For each such Disputed Collateral Obligation, the Asset Current Price shall be, (x) for any Collateral Obligation that is a jury trial or other court proceedingSyndicated Collateral Obligation, the average of the two such Firm Bids and, (y) for any Collateral Obligation that is not a Syndicated Collateral Obligation, such Firm Bid (in each case for at least so long as such Firm Bid remains a Firm Bid).

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. (a) Except as specifically set forth in Sections 1.1(i), 2.2(b) and 7.8(f), and subject to Section 12.8(b), any dispute, controversy or claim arising out of or in connection with this Agreement or any other Transaction Document, including any question regarding their existence, validity, or termination (each, a “Dispute”), shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), which ICC Rules are deemed to be incorporated by reference into this clause. There shall be three (3) arbitrators, and the parties agree that one (1) arbitrator shall be nominated by each party for confirmation by the ICC International Court of Arbitration (the “ICC Court”) in accordance with the ICC Rules. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-appointed arbitrators within fourteen (14) days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the ICC Court. The seat or place of arbitration shall be Kyoto, Japan, in the event arbitration is initiated by Purchaser, or in San Jose, California, in the event arbitration is initiated by Seller. The language to be used in the arbitral proceedings shall be English. The award shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction. (b) Notwithstanding Section 12.8(a), any dispute, controversy or claim arising out of or in connection with the Real Property Purchase Agreement (whether or not also arising under this Agreement), including any question regarding its existence, validity, or termination, or the transactions contemplated thereby (each, a “Real Property Dispute”), shall be enforceable against the parties thereto in the Tokyo District Court. For such purpose, the parties thereto hereby consent irrevocably submit to the exclusive jurisdiction of such court, and agree that (i) all disputes between claims in respect of the parties, including those relating to the existence Real Property Purchase Agreement may be heard and validity determined in such court. The parties thereto hereby irrevocably agree that a judgment 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 such court in any action or proceeding relating to the Real Property Purchase Agreement may be enforced in other jurisdictions in the manner provided for under by law of such other jurisdictions. (c) By agreeing to arbitration pursuant to Section 1.7 12.8(a), the parties do not intend to deprive any court or other governmental body or regulatory agency of its jurisdiction to issue an interim injunction or other interim relief or assistance in aid of the Severance Agreement arbitration proceedings or with respect to for the enforcement of any judgment upon arbitral award, provided, that the award rendered parties agree that they may seek only such relief as is consistent with their agreement to resolve Disputes by way of arbitration. Without prejudice to such provisional remedies that may be granted by a national court, the arbitratorsarbitral tribunal shall have full authority to grant interim or provisional remedies, to order a party to seek modification or vacation of an injunction issued by a national court, and hereby waives to award damages for the defense of inconvenient forum to the maintenance failure of any such action or proceeding, (iii) either party may elect to invoke respect the Optional Rules for Emergency Measures of Protection provided under the AAAarbitral tribunal’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 orders 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 proceedingeffect.

Disputes. The parties hereby consent If an Indemnified Party delivers a Claim Notice in accordance with the terms of Section 6.7(a) and agree that (i) all disputes between the parties, including those relating Indemnifying Parties object to the existence and validity terms of this Release Agreement and any the Claim as set forth in the applicable Claim Notice, the Indemnifying Parties may dispute as the related Claim by delivery of a notice to the arbitrability of a matter under this provisionIndemnified Party in writing, 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 within thirty (30) days following the Indemnifying Parties’ receipt of such Claim Notice, that the Indemnifying Parties object to the Claim (or the amount of Losses set forth therein) asserted in such Claim Notice (a “Dispute Notice”). Following receipt by the Indemnified Parties of the Dispute Notice, the Purchasers and the Sellers shall promptly use their reasonable efforts to settle the dispute as to whether and to what extent the Indemnified Parties are entitled to indemnification on account of such Claim. If the Purchasers and the Sellers are able to reach agreement within thirty (30) days after the Indemnified Parties receive such Dispute Notice, the Indemnifying Parties shall pay the applicable Indemnified Party the amount of such Claim promptly subject to the limitations set forth in this Agreement. If the Purchasers and the Sellers are unable to reach agreement within thirty (30) days after the Indemnified Parties receive such Dispute Notice, then the dispute may only be submitted to, and settled by, an individual arbitrator mutually selected by the Sellers and the Purchasers (if Sellers and the Purchasers are unable to agree upon the arbitrator, they shall each select an arbitrator and the two selected arbitrators shall appoint a third arbitrator to act as the arbitrator). The arbitration shall be held in Chicago, Illinois pursuant to the Federal Arbitration Act and in accordance with the then-prevailing International Arbitration Rules of the American Arbitration Association. The agreement to arbitrate will be specifically enforceable, the award rendered by the arbitrator in respect of a dispute pursuant to this Section 6.7(c) shall be final and binding (absent fraud or manifest error), and any final arbitration award may be enforced by judgment entered in any court of competent jurisdiction. The fees and expenses of the arbitrator shall be allocated between the Sellers, on the one hand, and the Purchasers, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the arbitrator that is unsuccessfully disputed by each such party (as finally determined by the arbitrator) bears to the total amount of such disputed items so submitted. For all purposes of this Article VI, the Purchasers and the Sellers shall reasonably cooperate with the other parties and their representatives (including to the extent appropriate and permitted by applicable Law, providing information, records and data), and shall permit reasonable access to their facilities and personnel, as may be reasonably required in connection with the 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 proceedingdisputes.

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 Orange County, Orlando, Florida. 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 Association, with the following exceptions if in conflict: (“AAA”a) under one arbitrator shall be chosen by the Company; (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 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. 27.1 The parties hereby consent acknowledge and agree that (i) all disputes between the parties, including those relating this Agreement is entered into pursuant 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 Commission's statutory functions with respect to the right grant and enforcement of licences pursuant to request section 5 of the Act. 27.2 Without prejudice to clause 18 or the Commission’s ability to take enforcement action under the Third Licence or enforce a jury trial breach of the Enabling Agreement, if any dispute arises between the parties regarding any matter relating to or arising out of this Agreement, any party may notify both of the other parties of such dispute (the first such notice in respect of any matter being a “Dispute Notice”): (a) the matter shall be discussed at the Joint Transition Governance Board; (b) if the matter is not resolved by the Joint Transition Governance Board within 10 Business Days of the Dispute Notice (or earlier, if required by the Commission) and the relevant parties agree that escalation to the Chief Executives of each relevant party would resolve the dispute, the matter shall be escalated to the Chief Executives of each relevant party; (c) if the matter is: (i) not referred to the Chief Executives of the relevant parties by agreement in accordance with clause 27.2(b) within 20 Business Days of the Dispute Notice (or earlier, if required by the Commission); or (ii) referred to the Chief Executives of those parties but is not resolved by them within 20 Business Days of the Dispute Notice (or earlier, if required by the Commission), on the election of the Commission, the parties shall appoint a qualified mediator nominated by the Commission (following consultation with the other relevant party or parties) and shall cooperate in a mediation process determined by that mediator with a view to resolving the dispute. The relevant parties will bear the costs of any mediation process in accordance with any recommendation of the mediator; and (d) if the matter is not resolved by agreement between the parties following such mediation, the Commission may make a determination regarding such matter and, subject to clause 18 and clause 27.3, such decision shall be final and binding on the parties. 27.3 Nothing in this Agreement shall restrict, exclude or limit the jurisdiction of the court proceedingunder section 31 of the Senior Courts Act 1981 or section 7 of the Human Rights Act 1998.

Disputes. The parties hereby consent Except as set otherwise set forth in this Agreement, any claims, disputes, actions, controversies or other matters (including, but not limited to, any dispute regarding the scope or applicability of this Section 7.8 or concerning the meaning of any provision of this Agreement) between or among the Parties of any nature whatsoever and agree that (i) all disputes between the parties, including those directly or indirectly arising out of or in any way 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 other than with respect to enforcement of any judgment upon the award rendered by the arbitratorsNon-Competition Agreements) (each, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iiia “Dispute”) 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 shall be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render resolved in accordance with this Section 7 fully enforceable, each party 7.8. The Parties intend that the provisions of this Section 7.8 shall be responsible for its own costs valid, binding, enforceable and expenses irrevocable and will survive any termination of this Agreement. If any Party wishes to assert a Dispute, such Party will promptly notify the other Parties in writing of such Dispute (including attorneys’ fees)of provided that any arbitration pursuant failure or delay by a Party to notify any other Party of such Dispute shall not be deemed a breach of this Section 7; provided, however, that if 7.8 unless such failure or delay causes actual and material prejudice to such other Party) and the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee Parties will attempt for the Employee’s reasonable attorneys’ fees and legal expenses, no later than a period of thirty (30) days following to resolve any final resolution such Dispute promptly by negotiation between the Parties (with executives who have authority to settle such Dispute) (the “Negotiation Period”). After the expiration of the Negotiation Period, any such disputeDispute shall be resolved pursuant to this Section 7.8 by traditional court proceedings. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or if such dispute may not be brought in such court for jurisdictional reasons, in the United States District Court in Wilmington, Delaware (the “Chosen Courts”); (b) irrevocably waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (vic) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over such Party. Each of the Severance Agreement, hereby Parties irrevocably waives any rights objections or immunities to jurisdiction to which he, she or it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any Proceeding against him, her or it arising out of or relating to this Agreement or the Transaction which is instituted in any Chosen Court. Seller shall promptly and unconditionally designate, appoint and empower National Registered Agents, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ as its designee, appointee and agent (the “Agent”) to receive for and on its behalf service of any and all legal process, summons, notices and documents that might otherwise exist may be served in any Proceeding brought against Seller in any Chosen Court with respect to resolution their obligations, liabilities or any other matter arising out of disputes between themor in connection with this Agreement and the Transaction and that may be made on such designee, including appointee and agent in accordance with respect legal procedures prescribed for in any Chosen Court. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, Seller agrees to promptly designate a new designee, appointee and agent in the State of Delaware on the terms and for the purposes of this Section 7.8 reasonably satisfactory to Buyer. Seller hereby irrevocably consents and agrees to the right service of any and all legal process, summons, notices and documents in any Proceeding against Seller by serving a copy thereof upon the relevant agent for service of process referred to request in this Section 7.8 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by sending copies thereof by a jury trial recognized next day courier service to Seller at their address specified or designated pursuant to this Agreement. Seller agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any Proceeding based thereon. Seller agrees that service of process may also be effected by certified or registered mail, return receipt requested, or by reputable overnight courier service, directed to Seller at the address set forth herein in Section 7.2, and service so made shall be completed when received. Each Party agrees that a final judgment in any action so brought will be conclusive and may be enforced by suit on the judgment or in any other court proceedingmanner provided at law or in equity. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION.

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 be entitled to seek specific performance of the Corporation's obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this provision Agreement. Notwithstanding the foregoing,the Corporation shall not require be required to seek or participate in arbitration regarding any breach or threatened breach by the Executive of any claim whichhis 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 escribed in paragraph (A) of this Section 11, whether instituted by lawthe Corporation or the Executive, cannot shall be brought and resolved only in a state court of competent jurisdiction located in the subject of a compulsory arbitration agreementterritory that encompasses the city, (ii) notwithstanding county, or parish in which the foregoing, each party 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 the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (C) To the fullest extent permitted by applicable law, the Corporation shall pay all costs and expenses, including 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,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 action or proceeding, calculated at the prime rate (as 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 anytime 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) either party may elect the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules be provided, during any other calendar year; 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 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 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 parties hereby consent have mutually decided and agreed to resolve disputes as noted in Paragraph 13 and its subparts by binding arbitration. The parties have come to this mutually agreeable and voluntary decision due to the following reasons: (1) arbitration provides the opportunity to resolve disputes more efficiently than a court case; (2) arbitration may be less costly than a court case; and (3) to avoid the public forum for resolving what could be mutual and/or highly personal claims. The parties have negotiated over this arbitration agreement and agree that as noted below. (ia) all disputes Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and Executive (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 Agreement, and any dispute as to the arbitrability of a matter under this provision, shall class or collective action 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. (b) 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 that (ia) all disputes between 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 dispute among the Parties arising out of, in connection with or in relation to this provisionAgreement, the Transaction Documents or the Contemplated Transactions, the matter, on written request of any Party, 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 representatives of the Severance Agreement or Parties for decision (the “Dispute Representatives”). The Dispute Representatives shall promptly meet in a good faith effort to resolve the dispute. (b) If the Dispute Representatives do not agree upon a decision within 30 calendar days after reference of the matter to them, then all actions with respect to any dispute arising out of, in connection with or in relation to this Agreement, the Transaction Documents or the Contemplated Transactions, and any Persons or matters in respect of the disputes, shall be fully and finally settled under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”) in force as of the Effective Date, which Rules are deemed to be incorporated by reference into this clause. The referral of such disputes to the ICC shall include, but is not limited to, any questions regarding the validity, interpretation, construction, performance and enforcement of this Agreement, any judgment upon Transaction Document, or the Contemplated Transactions, and all non-contractual obligations (if any) that may relate to this Agreement, any Transaction Documents, or the Contemplated Transactions. The arbitration shall be conducted in London. The arbitration shall be conducted in English, and all documents and other exhibits must be submitted in English. The arbitration will be conducted by three arbitrators. The Parties agree that one arbitrator shall be appointed by each of Seller and Purchaser, and the third presiding arbitrator shall be appointed by agreement of the two appointed arbitrators, failing which the third arbitrator shall be appointed in accordance with the Rules. The Parties agree that the award rendered by of the arbitratorsarbitrators shall be final and binding on the Parties, and hereby waives that nothing in this Section 11.11(b) limits the defense right of inconvenient forum a Party to bring Proceedings against the other Party in any courts of competent jurisdiction to enforce an arbitration award rendered in accordance with this Section 11.11(b). For the avoidance of doubt, to the maintenance extent any disputes relate to, arise out of or are in conjunction with any Transaction Document or the Contemplated Transactions, as set forth above, such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided disputes shall be consolidated into one proceeding 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 enforceable11.11(b), each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to in accordance with Rule 10 of the Rules. The provisions of this Section 7; provided, however, that if 11.11(b) shall apply to each Transaction Document regardless of whether such Transaction Document is executed and delivered on or after 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 proceedingInitial Closing Date.

Disputes. The In the event of a claim of breach of contract or other dispute arising between the parties hereby consent (a “Dispute”), excluding claims for breach of Sections 3.8 (Data Security); 12 (Confidentiality); 13 (Infringement) or 14 (Indemnity), 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 and, except as provided all hearings shall take place in Section 1.7 the jurisdiction where the defending party’s head office is located 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. 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. The parties hereby consent and agree that (i) all disputes between be entitled to increase the parties, including those relating fees payments by such amount as necessary in order to recover such increased cost from the existence and validity Owner. 13.1 At the option of the company any action or application arising out of this Release Agreement and agreement, its 15.9 No amendments or substitutions shall constitute a variation of any dispute prior obligations of the enforcement or cancellation, may be brought either: In a small claims court or a Magistrate's Owner to company, save as to where the arbitrability old terms and conditions are inconsistent with the Court, or a High Court that the company may elect, notwithstanding that the amount in issue new terms. may exceed the jurisdiction of a matter under this provisionsuch Court, 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 Owner hereby consents to the jurisdiction 15.10 Renewal of agreements and/or the additions of more Company services or installations thereof. by Owner shall automatically be bound by the latest amendments or substitutions to this 13.2 The Owner shall be liable for all legal costs (including attorney and client costs) incurred agreement. by company in enforcing its rights in this agreement as well as for expenses incurred by 15.11 The address given in the Application shall be the Owner’s chosen address for legal company in exercising any Commonwealth rights arising out of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 breach of the Severance Agreement Owner’s obligations herein notices unless otherwise indicated in writing. including but not limited to collection charges and/or tracing fees. 16 Owners shall ensure that they notify the company of their latest particulars & details. 13.3 Queries by Owners regarding the accuracy or activity of their account with respect to enforcement of the company 17 TERM, FEES & CANCELLATION or regarding any judgment upon the award rendered reports provided by the arbitratorscompany, 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 must 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, submitted in writing no later than thirty (30) 17.1 In the case where the owner has purchased outright the Equipment from the 30 days following after the due date, failing which the Owner shall have no right to ventilate any final resolution of such dispute, query in Company and (vi) each party the Company has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 not subsidized any of the Severance Agreementinstallation thereof, hereby waives then: 17.1.1. 1This agreement shall endure for a minimum period of 1 (one) month (“Initial Period”) 13.4 Any dispute relating to any rights that might otherwise exist with respect adjustments in fees and/or fees charged shall be referred to resolution of disputes between them, including the and shall thereafter automatically be renewable for a further 12 Month period (“Subsequent periods”). person/s signed up with respect to the right to request a jury trial or other court proceedingcompany’s services described herein.

Disputes. The parties (a) Each of the Company, Parent and Merger Sub irrevocably agrees that any Legal Proceeding arising out of or relating to this Agreement or any of the Transactions shall be brought and determined in the Court of Chancery of the State of Delaware or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any court of the United States or any state court located in the State of Delaware (and each such party shall not bring any Legal Proceeding arising out of or relating to this Agreement or any of the Transactions in any court other than the aforesaid courts), and each of the Company, Parent and Merger Sub hereby consent irrevocably submits with regard to any such Legal Proceeding for itself and agree that in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Legal Proceeding, (i) all disputes between the parties, including those relating any claim that it is not personally subject to the existence and validity jurisdiction of this Release Agreement and the above-named courts for any dispute as reason other than the failure 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 agreementlawfully serve process, (ii) notwithstanding the foregoing, each party irrevocably submits to the that it or its property is exempt or immune from jurisdiction of such court or from any Commonwealth legal process commenced in such courts (whether through service of Virginia State notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment 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 arbitratorsotherwise), 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 Proceduresthat (x) such Legal Proceeding in any such court is brought in an inconvenient forum, (ivx) judgment upon the award rendered by venue of such Legal Proceeding is improper and (z) this Agreement, the arbitrators may be entered by any court having jurisdiction Transactions or the subject matter hereof or thereof, may not be enforced in or by such courts. (vb) except as otherwise required by applicable law to render this Section 7 fully enforceableEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, each party shall be responsible for its own costs and expenses THEREFORE, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedI) NO REPRESENTATIVE OF ANY OTHER PARTIES HAS REPRESENTED, howeverEXPRESSLY OR OTHERWISE, that if the Employee prevails on any dispute covered by this provisionTHAT SUCH OTHER PARTIES WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH LEGAL PROCEEDING, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses(II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, no later than thirty (30III) days following any final resolution of such disputeSUCH PARTY MAKES THIS WAIVER VOLUNTARILY, and AND (viIV) each party has knowingly and voluntarily agreed to enter into this arbitration clause andSUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, except as provided in Section 1.7 of the Severance AgreementAMONG OTHER THINGS, 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 proceedingTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(B).

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. 4859-2554-6723 v.3 (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. 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. (a) If there shall be any dispute, controversy or claim (“Dispute”) between the Parties arising out of, relating to, or connected with this Agreement, the breach, termination or invalidity hereof, or the provisions contained herein or omitted herefrom, other than a Dispute under Section 2.10, the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair and equitable to the Parties. If one Party notifies another Party that a Dispute has arisen and the Parties are unable to resolve the Dispute within 30 days from such notice, then, unless the Parties agree to extend this period of time, the matter shall be referred to the Chief Financial Officer of the Parties (as applicable), who shall act by mutual agreement on all such matters. No recourse to arbitration under this Agreement shall take place unless and until the Chief Financial Officer of the Parties (as applicable) have been unable to resolve the Dispute within 30 days after the expiration of the 30-day period referred to above or any extension thereof. (b) The parties hereby consent and Parties irrevocably agree that any Disputes, other than a Dispute under Section 2.10, that are not resolved in accordance with paragraph (ia) all disputes between within the partiestwo abovementioned 30 day periods or extensions thereof shall be finally settled by means of arbitration in Brussels, including those relating Belgium, by three arbitrators appointed and proceeding in accordance with the Rules of Arbitration (the “CEPANI Rules”) of the Belgian Center for Mediation and Arbitration (“CEPANI”) as the exclusive means of resolving such Disputes. For purposes of appointing such arbitrators, each of the Sellers and the Buyer shall appoint one arbitrator and either the third arbitrator shall be selected by the two Party-appointed arbitrators or, failing agreement within 30 days after the Party-appointed arbitrators have been confirmed, by CEPANI in accordance with the CEPANI Rules. All submissions and awards in relation to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter arbitration under this provision, Agreement shall be submitted to full made in English and binding all arbitration proceedings and all pleadings shall be in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association English. (“AAA”c) 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 Except as may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law law, stock exchange rules, Governmental Authority, or in connection with the ordinary course of business, the Parties agree to render this maintain confidentiality as to all aspects of the arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding the arbitration for purposes of enforcing the award of the arbitral tribunal or in any court proceedings involving the Parties. The Parties further agree to obtain the arbitral tribunal’s agreement to preserve the confidentiality of the arbitration. (d) In the event of a Dispute, other than a Dispute under Section 7 fully enforceable2.10, each party Party shall be responsible for its own costs entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party. These injunctive remedies are cumulative and expenses (including attorneys’ fees)of in addition to any arbitration pursuant to this Section 7; provided, however, other rights and remedies 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 aggrieved Party may have 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 law or other court proceedingin equity.

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 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 (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 [Dallas, Texas]. The arbitrator will be a lawyer or retired judge with experience in the fintech 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. 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 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, EXECUTIVE EMPLOYMENT AGREEMENT 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. 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. If the District delivers to the Escrow Agent, with copies to the LCMC Parties, a written objection (a “Dispute Notice”) to any Claim or portion thereof within the applicable Objection Period, then, except as otherwise provided in Section 3(a)(iii), the Escrow Agent shall not distribute to the LCMC Party any Escrow Funds that are the subject of the Dispute Notice until the Escrow Agent receives either (A) joint written instructions signed by the Parties authorizing the release to the LCMC Party of the Escrow Funds that are the subject of the Dispute Notice or (B) a judgment of a court of competent jurisdiction having the authority to determine the amount of, and liability of the District with respect to the District Obligations (in either case, “Release Instructions”). The parties hereby consent Parties recognize and agree that (i) all disputes between the partiesEscrow Agent has the right to rely and act upon such Release Instructions. Upon Escrow Agent’s receipt of such Release Instructions, including those relating the Escrow Agent shall release to the existence LCMC Party the Escrow Funds subject to dispute in accordance with such Release Instructions. In the event that the District is the prevailing party in whole or in part in connection with any such dispute, the portion of the Escrow Funds that were the subject of such Dispute Notice and validity of this Release Agreement and any dispute as that are not released to the arbitrability of a matter under this provision, LCMC Party as provided in the immediately preceding sentence shall remain in the Escrow Funds and shall be submitted available to full and binding arbitration satisfy subsequent Claims until released as provided in Section 3(a)(iii) or Section 3(a)(iv) below. Any Dispute Notice shall describe in reasonable detail the basis for any objection to the matters set forth in the Commonwealth Notice and the portion of Virginia, before a panel such Claim (if less than all) which is the subject of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, such Dispute Notice. The Parties agree to act in good faith to resolve as promptly as practicable any Claim or portion thereof that this provision shall not require arbitration of any claim which, by law, cannot be is 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 proceedingDispute Notice.

Disputes. The parties hereby consent Company and Employee agree that (i) all disputes between any dispute, -------- controversy or claim arising out of, relating to, or in connection with this Agreement or Employee's employment with, or termination of employment from, 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, Company shall be submitted to full and settled by binding arbitration in accordance with either: 1) the Commonwealth National Rules for the Resolution of Virginia, before a panel Employment Disputes then in effect of three arbitrators and administered by the American Arbitration Association (“"AAA”"); or 2) under its the JAMS Employment Arbitration Rules and Mediation ProceduresProcedures then if effect. The party submitting a claim for arbitration may elect to submit such claim to either the AAA or JAMS. Arbitration shall be conducted by a single arbitrator with all proceedings to be held in ▇▇▇▇▇▇ County, providedNew Jersey or such other place as both parties may agree. Prior to the appointment of the arbitrator, howeverthe parties shall submit the dispute to AAA or JAMS (each, the "ADR Forum") for mediation. The parties will cooperate with the ADR Forum and with one another in selecting a mediator from the ADR Forum's panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that this provision they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator are confidential and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not require arbitration be rendered inadmissible or non-discoverable as a result of any claim which, by law, canits use in the mediation. If the dispute is not be resolved within thirty days from 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 date of the Severance Agreement submission of the dispute to mediation (or with respect to enforcement such later date as the parties may mutually agree in writing), the selection of any judgment the arbitrator and the administration of the arbitration shall proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as the arbitrator in the case. The arbitrator may grant injunctions or other relief in such dispute or controversy. All awards of the arbitrator shall be binding and non-appealable. Judgment upon 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 arbitrator may be entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable jurisdiction. The arbitrator shall apply New Jersey 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 merits of any dispute covered by this provisionor claims, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following without reference to any final resolution rules 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 conflicts of the Severance Agreement, hereby waives any rights law that might otherwise exist with respect to resolution result in the application of disputes between them, including with respect to the right to request a jury trial or any other court proceedingstate's law.

Disputes. The parties hereby consent and agree Parties recognize that (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any a bona fide dispute as to certain matters may from time to time arise during the arbitrability term of this Agreement that relates to a matter Party's rights and/or obligations under the Transaction Agreements. Unless otherwise specifically recited in this provisionAgreement, shall disputes arising under the Transaction Agreements will be submitted resolved as recited in this Section 23.1. In the event of the occurrence of such a dispute, either Party may, by written notice to full the other Party, have such dispute referred to their respective executive officers designated below, or their respective successors or designees, for attempted resolution by good faith negotiations within thirty (30) business days after such notice is received. Such designated officers are as follows: For Genentech -- Vice President, Global Supply Chain For Wyeth -- Executive Vice President and binding arbitration General Manager, BioPharma Business Unit In the event the executive officers, or their respective successors or designees, are not able to resolve such dispute within such thirty (30)-day period, or such other period of time as the Parties may mutually agree in writing, either Party may pursue any legal or equitable remedies available to it by filing a claim exclusively in the Commonwealth federal courts of Virginia, before a panel the state of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresDelaware, provided, however, that this provision shall not require arbitration if there is no federal court jurisdiction over such claim, either Party may pursue such claim exclusively in Delaware state court and, in the case of any claim which, by law, cannot be the subject each of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits Party hereby consents to the jurisdiction of any Commonwealth of Virginia State or Federal such court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect and each Party hereby irrevocably waives its right to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of a jury trial before any such action court. Notwithstanding the foregoing, nothing in this Section 23.1 (including the duty to engage in good faith negotiations between the Parties' executive officers) shall prohibit a Party from seeking provisional or proceedingequitable relief, (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 Proceduresincluding, (iv) judgment upon the award rendered by the arbitrators may be entered by without limitation, attachment, replevin, or preliminary or temporary injunctive relief from any state or federal court having jurisdiction thereofover the matter to avoid irreparable harm, (v) except as otherwise required by applicable law to render maintain the status quo, or preserve the subject matter of the dispute pending the resolution of a dispute in accordance with the provisions of 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 proceeding23.1.

Disputes. It is hereby agreed that in the event of a dispute or conflict in connection with the Contract between the Client and/or any entity on its behalf including the Supervisor, and the Contractor, including a dispute or conflict that was submitted to Court, the Works shall be continued to be performed by the Contractor, without any conditions, and the Contractor shall not be entitled to cease the performance of the Works or to slow down the performance thereof or to delay them, for any reason, unless: (1) a dissolution, receivership, freezing-of-proceedings or any other similar order was issued against the Client, which was not cancelled within 90 days from the date of issuance thereof; or (2) notwithstanding that the Supervisor confirmed that one or more particular milestones had been completed, the Client did not make the payment that was contingent solely upon the completion thereof, despite the expiration of 20 working days from the date on which the Client was required to make the payment, after the Supervisor’s approval, and the amount of the debt in respect of the milestones that were completed as stated exceeded US$ 1,500,000 cumulatively, or should such determination be given by the Professional Arbitrator and should 14 working days have expired from the date on which the Client was required to make the said payment and failed to do so. Without derogating from the foregoing, in any event of a dispute between the representatives of the parties in professional engineering matters or in other disputes in respect of which a reference exists in this Contract for determination pursuant to this section, the dispute shall be brought for discussion between the CEOs of the parties. Should no solution be found to the dispute within 21 days, the parties shall apply, in accordance with the provisions of this Contract, to M▇. ▇▇▇▇▇▇ Bar, who shall serve as the professional arbitrator only, and his determination shall be binding on the parties (in this Agreement: the “Professional Arbitrator”). The Professional Arbitrator shall hear the claims of the parties and shall make his ruling pursuant to this Contract and its appendices, and he shall not be entitled to deviate therefrom. The parties hereby consent and agree shall act so that (i) all disputes between the Professional Arbitrator shall make his award within 30 days from the date of application thereto, by either of the parties. Should the Professional Arbitrator be unable, for any reason, including those relating due to the existence of a conflict of interests, to serve as the Professional Arbitrator, the parties shall appoint, by consent, another arbitrator in his place, and validity should the parties fail to reach agreement, the Professional Arbitrator shall appoint a replacement arbitrator in his stead within seven days from the date of application thereto, by either of the parties. The provisions of this Release Agreement and any dispute as section shall also apply, mutatis mutandis, 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 proceedingreplacement arbitrator.