Common use of Governing Law and Arbitration Clause in Contracts

Governing Law and Arbitration. The construction, validity and performance of this Agreement shall be governed by the laws of the Cayman Islands, without reference to conflict of law principles. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award may be entered in any court of competent jurisdiction.

Governing Law and Arbitration. The construction, validity This Agreement and performance of this Agreement all matters related thereto shall be governed by and interpreted under the laws of the Cayman Islands, without reference State of New York. The Parties shall engage in good faith consultation to conflict of law principles. Any dispute, controversy or claim resolve any dispute arising out of, relating to of or in connection with this Agreement. Such consultation will begin immediately after one Party has delivered to the other party a request for consultation. If the dispute cannot be resolved within [***] following the date on which the request for consultation is delivered, including any then either Party may submit the dispute regarding its existenceto the Judicial Arbitration and Mediation Services, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration Inc. (the “RulesJAMS”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed for arbitration to be incorporated conducted in accordance with the JAMS rules then in effect at the time of submission. Unless otherwise mutually agreed upon by reference into this clausethe Parties, except that any provisions in those Rules which relate to the nationality place of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (eachNew York, an “Arbitrator”)New York. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the official language of the arbitration shall will be English. The Tribunal tribunal will consist of one arbitrator to be appointed in accordance with the JAMS rules. The Parties agree that they shall have no authority share equally the cost of the arbitration filing and hearing fees and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ fees and associated costs and expenses. The arbitrator shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution to the matter. The arbitration proceedings will be confidential, and the arbitrators may issue appropriate protective orders to safeguard each Party’s Confidential Information. The arbitral award punitive or other punitive type damages. By agreeing will be final and binding upon the Parties, and the Party to arbitration, which the Consortium Members do not intend award is granted may apply to deprive any a court of competent jurisdiction for enforcement of its ability the award. Notwithstanding the foregoing, each Party has the right to issue any form institute an action in a court of provisional remedyproper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. If a Party asserted to be in breach under Section 8.3.1 above disputes that a material breach has occurred within the cure period for such breach, including but not limited or a Party disputes in good faith the circumstances giving rise to a preliminary injunction or attachment in aid right of termination by the arbitrationother Party, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court this Agreement shall not be deemed terminated as a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs result of the arbitrationdisputed breach or such circumstances unless and until it has been determined in accordance with this Section 10.1 that this Agreement was materially breached or that such circumstances exist, shall be final and binding on the Consortium Members. Judgment on the award may be entered in any court of competent jurisdictionsuch breach or circumstances are not cured within [***] after such determination.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall will be governed by by, and construed in accordance with, the substantive laws of the Cayman IslandsCommonwealth of Massachusetts and the patent laws of the United States, in each case without reference giving effect to any choice or conflict of law principlesprovision. Any disputearbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, controversy or claim arising out of, relating to or except as modified in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the language arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitration arbitrator shall be English. The Tribunal shall have no authority the binding remedy between them regarding the Dispute presented to award punitive or other punitive type damages. By agreeing to arbitrationthe arbitrator, and judgment upon the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall will be governed by and construed in accordance with the laws Laws of the Cayman Islands, Commonwealth of Pennsylvania without reference regard to conflict of law principles. Any disagreement, dispute, controversy or claim arising out of, of or relating to this Agreement or in connection with this Agreementits interpretation or any agreements relating hereto or contemplated herein or the interpretation, including any dispute regarding its existencebreach, termination, validity or termination, or invalidity hereof shall be settled exclusively and finally by arbitration; provided that neither the performance or breach Officer nor the Company shall be required to submit claims for injunctive relief to enforce the covenants contained in Sections 4(f)(vi) and 5 of this Agreement to arbitration. Arbitration shall be referred to and finally resolved by arbitration under held in Philadelphia, Pennsylvania, in accordance with the then prevailing National Rules for the Resolution of Arbitration (the “Rules”) Employment Disputes of the International Chamber American Arbitration Association by a single arbitrator. Any party may initiate arbitration by giving the other party written notice of Commerce (the “ICC”)commencement of arbitration. To the extent not inconsistent with other provisions of this Section 11, which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators arbitration procedure shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly governed by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the RulesUnited States Arbitration Act, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong 9 U.S.C. §§ 1-16, and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, arbitrator shall be final and binding on the Consortium Members. Judgment on the award parties and may be entered in any court having jurisdiction. Each party shall have discovery rights as provided by the Federal Rules of Civil Procedure; provided, however, that all such discovery shall be commenced and concluded within 90 days of the initiation of arbitration. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrator shall use all reasonable efforts to issue the final award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Section 11 shall not be a basis for challenging the award. The parties waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitrator is specifically divested of any power to award damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. Each party shall bear its own costs and attorneys’ fees in connection with the arbitration and shall share equally the fees and expenses of the arbitrator. The arbitration award shall be paid within 30 days after the award has been made. Each party agrees that any legal proceeding instituted to enforce an arbitration award hereunder will be brought in a court of competent jurisdictionjurisdiction (either state or federal) in Philadelphia, Pennsylvania, and hereby submits to personal jurisdiction of such courts and irrevocably waives any objection as to venue in such courts, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall be governed by interpreted and construed in accordance with the laws of the Cayman IslandsState of Texas, without reference regard to conflict of law principles. Any In the event of a dispute, controversy controversy, or claim arising out of, of or relating to or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICCDispute”), which the Parties shall first undertake to settle their Dispute by good faith negotiations. Any Party may commence this process by serving another Party with a Notice of Dispute that concisely describes the nature of the Dispute and the relief or remedy requested. The Party or Parties receiving such Notice of Dispute shall, within ten (10) days of its receipt thereof, provide the giver of the notice a concise written response setting forth the responder’s position with respect to the asserted Dispute. If for any reason whatsoever the Dispute has not been settled within thirty (30) days of service of the Notice of Dispute, then the applicable Parties agree to submit the Dispute to non-binding mediation with a neutral mediator selected by such Parties. If the applicable Parties cannot agree on a mediator or if the Dispute cannot be settled at mediation within one hundred twenty (120) days of service of the Notice of Dispute, then such Parties agree to submit the Dispute to final and binding arbitration in Houston, Texas in accordance with the then-current Rules are deemed for Non-Administered Arbitration of the CPR International Institute for Conflict Prevention and Resolution and this provision. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. sections 1-16, to be incorporated by reference into this clause, except that the exclusion of any provisions in those Rules of state law inconsistent therewith or which relate to would produce a different result. Judgment upon the nationality of award rendered by the arbitrators may be entered by any court having jurisdiction. The arbitration shall be disapplied held in their entiretyHouston, Texas or such other location as may be convenient and agreed to in writing by the applicable Parties. The procedure for arbitration will There shall be as follows: three neutral arbitrators, the arbitral tribunal (first two of which shall be acceptable to such Parties with the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly arbitrator being selected by the first two Arbitrators and two. The arbitrators shall serve as chairman determine the Dispute of the TribunalParties and render a final award in accordance with the substantive law of the State of Texas, excluding the conflicts provisions of such law, and subject to the limitation of liability provisions of Section 13 of this Agreement. The arbitrators shall set forth the reasons for the award in writing. The terms hereof shall not limit any obligation of a Party to defend, indemnify or hold harmless another Party against court proceedings or other claims, losses, damages, or expenses. In the event such ancillary dispute between the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language applicable Parties arises out of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitrationDispute, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award it may be entered resolved in any court of competent jurisdictionthe arbitration proceedings.

Governing Law and Arbitration. The construction, validity This Agreement and performance any disputes arising out of or relating do this Agreement (including its formation or termination) or Fluidigm’s goods software or related services (“Disputes”) shall be governed by and interpreted in accordance with the laws of the Cayman IslandsState of New York, without reference to conflict U.S.A. excluding choice of law principlesprovisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, Fluidigm and Olink agree that any dispute or controversy or claim arising out of, relating to of or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved settled by binding arbitration under the Rules of Arbitration (the “Rules”) extant rules of the International Chamber of Commerce Centre for Dispute Resolution, by one (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions 1) arbitrator appointed in those Rules which relate to the nationality of arbitrators shall be disapplied in their entiretyaccordance with such rules. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist venue of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, any such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language of the New York. The arbitration shall be conducted in English, and any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The Tribunal decision and/or award rendered by the arbitrator shall be written, final and non-appealable, and the parties agree that the decision and award of the arbitrator shall be the sole exclusive and binding remedy between them regarding any and all disputes controversies, claims and counterclaims property before the arbitrator. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award award, punitive or other punitive type damages. By agreeing to exemplary damages against any party The costs of any arbitration, including administrative fees and fees of the Consortium Members do not intend arbitrator, shall be shared equally by the parties, and each party shall bear the cost of its own attorneys’ and expert fees, provided that the arbitrator may at his or her discretion award to deprive the prevailing party the costs and expenses incurred by the prevailing party in connection with the arbitration proceeding. The decision and/or award of the arbitrator may be entered m any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to for a preliminary injunction or attachment in aid judicial recognition of the arbitrationdecision and applicable orders of enforcement (which may include, without limitation, permanent injunctive relief or order any interim orders for specific performance or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member equitable relief), and either party may apply to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award may be entered in any court of competent jurisdictionjurisdiction for appropriate restraining orders or temporary injunctive relief pending resolution of any arbitration proceeding. For avoidance of doubt, any such equitable remedies shall be cumulative and not exclusive and are in addition to any other remedies which either party may have under this Agreement or applicable law.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall be subject to and governed by the laws of the Cayman IslandsState of Florida. In the event a dispute directly or indirectly related to this Agreement and/or Executive's recruitment, without reference employment or termination of employment (collectively, "Covered Claims") arises between Executive and the Company which cannot be resolved, such dispute shall be submitted to conflict binding confidential arbitration in accordance with the rules of law principlesthe American Arbitration Association then in effect and this Section 16. Any disputeAll such arbitration shall take place at the office of the American Arbitration Association located in Orlando, controversy Florida. The award or claim arising out ofdecision rendered by the arbitrator(s) (including an allocation of the costs of arbitration) shall be final, relating to or in connection with this Agreement, including binding and conclusive and judgment may be entered upon such award by any dispute regarding its existence, validity or termination, or the performance or breach court having jurisdiction over such matter. The arbitration provisions of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that not prevent any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and party from obtaining injunctive relief from a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction to enforce the obligations of its ability the other party hereunder for which such party may require provisional relief pending a decision on the merits by the arbitrator(s). The Company agrees to issue advance, promptly upon written request accompanied by reasonable documentation, fifty percent (50%) of any form of provisional remedycosts and expenses, including but not limited to a preliminary injunction without limitation attorneys' fees, incurred by Executive or attachment his beneficiaries, successors, assigns or other transferees in aid of the arbitrationconnection with resolving any such Covered Claim, or order provided that any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, amounts so advanced shall be promptly repaid to the extent that the recipient is ultimately determined not to be entitled to be indemnified with respect to such amounts pursuant to the following sentence. Upon the final resolution of any Covered Claim, the Company shall be required to indemnify Executive (and binding his beneficiaries, successors, assigns or other transferees) for all reasonable costs and expenses, including without limitation reasonable attorneys' fees, incurred in resolving such Covered Claim, but only to the extent that the indemnified party has prevailed on such Covered Claim. Pending the Consortium Members. Judgment on resolution of any Covered Claim, Executive (and his beneficiaries, successors, assigns or other transferees) shall continue to receive all undisputed payments and benefits due under this Agreement, except to the award may be entered in any court of competent jurisdictionextent that the arbitrator(s) otherwise provide.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall be governed by interpreted and construed in accordance with the laws of the Cayman IslandsState of Texas, without reference regard to conflict of law principles. Any In the event of a dispute, controversy controversy, or claim arising out of, of or relating to or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICCDispute”), the Parties shall first undertake to settle their Dispute by good faith negotiations. Any Party may commence this process by serving the other Party with a written notice of the Dispute (a “Notice of Dispute”) that shall briefly describe the nature of the Dispute and the relief or remedy requested. If for any reason whatsoever the Dispute has not been settled within thirty (30) days of service of the Notice of Dispute, then the Parties agree to submit the Dispute to non-binding mediation with a neutral mediator selected by the Parties. The costs of such mediator will be borne equally by the Parties. If the Parties cannot agree on a mediator or if the Dispute cannot be settled at mediation within one hundred twenty (120) days of service of the Notice of Dispute, then the Parties agree to submit the Dispute to arbitration in Houston, Texas in accordance with the then current CPR International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration of the CPR International Institute for Conflict Prevention and Resolution and this provision. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. sections 1-16, to the exclusion of any provisions of state law inconsistent therewith or which Rules are deemed would produce a different result. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. The arbitration shall be held in Houston, Texas or such other location as may be convenient and agreed to in writing by the Parties. There shall be three arbitrators, one of which shall be selected by each Party and the third to be incorporated selected by reference into this clause, except that any provisions in those Rules which relate to the nationality of other two arbitrators. The THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. arbitrators shall be disapplied determine the Dispute of the Parties and render a final award in their entiretyaccordance with the substantive law of the State of Texas, excluding the conflicts provisions of such law. The procedure arbitrators shall set forth the reasons for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”)award in writing. The claimant(s)terms hereof shall not limit any obligation of a Party to defend, irrespective of numberindemnify or hold harmless another Party against court proceedings or other claims, shall nominate jointly one Arbitrator; the respondent(s)losses, irrespective of numberdamages, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunalor expenses. In the event any ancillary dispute between the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language Parties arises out of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitrationDispute, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award it may be entered resolved in any court of competent jurisdictionthe arbitration proceedings.

Governing Law and Arbitration. The construction, validity This Agreement and performance of this Agreement the legal relations among the parties hereto shall be governed by the laws of the Cayman Islandsconstrued in accordance with, without reference to conflict of law principles. Any disputeand all disputes, controversy controversies or claim claims arising out of, relating to of or in connection with this Agreement, including any dispute regarding its existence, validity or termination, Agreement or the performance breach, termination or breach of this Agreement invalidity thereof (collectively, “Disputes”) hereunder shall be referred governed by, the laws of Hong Kong without regard to and finally resolved by arbitration under the Rules conflicts of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunallaws principles thereof. In the event of a Dispute, the claimant(sparties shall use their good faith efforts to resolve the same. If no resolution can be reached through such efforts within 30 days from the date on which one party first notifies the other party in writing of the existence of a Dispute, then any party may submit the Dispute to the Hong Kong International Arbitration Center for arbitration by three arbitrators appointed in accordance with the Arbitration Rules (as defined below, the “Arbitrators”) or respondent(s) or in accordance with the first two Arbitrators UNCITRAL Arbitration Rules in force on the date hereof (the “Arbitration Rules”). In the event of any discrepancy between such Arbitration Rules and the provisions of this Section 11.9, the provisions of this Section 11.9 shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICCprevail. The seat of arbitration shall be conducted by the Arbitrators in English and shall be held in Hong Kong and Kong. Each party hereby submits to the language jurisdiction of the arbitration shall be EnglishArbitrators, and expressly and irrevocably waives any claim or defense based on any alleged lack of personal jurisdiction, improper venue, forum non convenience, or any similar basis with respect to such arbitration. The Tribunal shall have no authority to arbitration award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding upon the parties, and the parties agree to be bound thereby and to act accordingly. The costs of arbitration and the costs of enforcing the arbitration award (including in each case witness expenses and reasonable attorneys’ fees and disbursements) shall be borne by the losing party, unless otherwise determined by the arbitration award. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any legal action between the parties pursuant to or relating to this Agreement, each party expressly waives any defense based on the Consortium Membersfact or allegation that it is an agency or instrumentality of a sovereign state. Judgment on When any Dispute occurs and when any Dispute is under arbitration or any other proceedings, the award may be entered in any court of competent jurisdictionparties shall continue to exercise their respective rights, and fulfill their obligations under this Agreement.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall will be governed by by, and construed in accordance with, the substantive laws of the Cayman IslandsCommonwealth of Massachusetts and the patent laws of the United States, in each case without reference giving effect to any choice or conflict of law principlesprovision. Any disputearbitration of a Dispute shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, controversy or claim arising out of, relating to or except as modified in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA Commercial Arbitration Rules. Each Party shall have the right to engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, including depositions, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute while allowing senior management of a Party sufficient access to discovery and expert reports such as to allow the Party’s senior management to assess the merits of the other Party’s positions to facilitate amicable resolution prior to a hearing on the merits and a final decision by the arbitrator, except for any discovery and expert reports that the producing Party believes in good faith are highly sensitive such that disclosure of the same to senior management of the other Party is substantially likely to cause injury to the producing Party. The Parties and the language arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitration arbitrator shall be English. The Tribunal shall have no authority the binding remedy between them regarding the Dispute presented to award punitive or other punitive type damages. By agreeing to arbitrationthe arbitrator, and judgment upon the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 15.8. All arbitration proceedings hereunder shall be confidential. Except as required by Applicable Law or the rules of a recognized stock exchange or automated quotation system applicable to the applicable Party, neither Party shall make (or instruct the arbitrator to make) any public announcement with respect to the proceedings or decision of the arbitrator without prior written consent of the other Party.

Governing Law and Arbitration. The construction, validity This Agreement and performance of this Agreement the legal relations among the parties hereto shall be governed by the laws of the Cayman Islandsconstrued in accordance with, without reference to conflict of law principles. Any disputeand all disputes, controversy controversies or claim claims arising out of, relating to of or in connection with this Agreement, including any dispute regarding its existence, validity or termination, Agreement or the performance breach, termination or breach of this Agreement invalidity thereof (collectively, “Disputes”) hereunder shall be referred governed by, the laws of Hong Kong without regard to and finally resolved conflicts of laws principles thereof. In the event of a Dispute, the parties shall use their good faith efforts to resolve the same. If no resolution can be reached through such efforts within 30 days from the date on which one party first notifies the other party in writing of the existence of a Dispute, then the Dispute shall be settled by arbitration under in accordance with the Rules of Arbitration of the Hong Kong International Arbitration Center by three arbitrators appointed in accordance with the said Rules (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “ArbitratorArbitrators”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be conducted by the Arbitrators in English and shall be held in Hong Kong and Kong. Each party hereby submits to the language jurisdiction of the arbitration shall be EnglishArbitrators, and expressly and irrevocably waives any claim or defense based on any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar basis with respect to such arbitration. The Tribunal shall have no authority to arbitration award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding upon the parties, and the parties agree to be bound thereby and to act accordingly. The costs of arbitration and the costs of enforcing the arbitration award (including in each case witness expenses and reasonable attorneys’ fees and disbursements) shall be borne by the losing party, unless otherwise determined by the arbitration award. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any legal action between the parties pursuant to or relating to this Agreement, each party expressly waives any defense based on the Consortium Membersfact or allegation that it is an agency or instrumentality of a sovereign state. Judgment on When any Dispute occurs and when any Dispute is under arbitration or any other proceedings, the award may be entered in any court of competent jurisdictionparties shall continue to exercise their respective rights, and fulfill their obligations under this Agreement.

Governing Law and Arbitration. The constructionparties agree that the validity, validity operation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the Cayman IslandsRepublic of India, without reference and the parties do expressly and irrevocably attorn to conflict the jurisdiction of law principlescourts at Delhi and High Court of Delhi with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement. To the fullest extent permitted by applicable law, SUPER STOCKIST waives and agrees not to assert, as a defense or otherwise, (i) any claim that it is not subject to the jurisdiction (in personam or otherwise) of any such court, (ii) any objection that it may now or hereafter have to the laying of venue in any such court, or (iii) any claim that any action, suit or proceeding has been brought in an inconvenient forum. Any dispute, controversy or claim arising out of, relating to or in connection with dispute concerning the subject matter of this Agreement, including any dispute regarding its existence, validity or termination, or the performance breach, termination or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration validity thereof (the a “RulesDispute”) will be settled exclusively in accordance with the procedures set forth herein. The party seeking resolution of a Dispute will first give notice in writing of the International Chamber Dispute to the other party, setting forth the nature of Commerce the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within thirty (30) days of receipt by the “ICC”)relevant party of the notice of Dispute, which Rules are such notice will be deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate a notice of arbitration and the parties agree to submit the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and Dispute to a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunalsingle arbitrator mutually agreeable to both parties. In the event that the claimant(sparties cannot agree on a sole arbitrator, the arbitrator will be appointed in terms of the Arbitration & Conciliation act of 1996 (as amended up-to-date). The arbitration proceedings shall be governed by the Arbitration and Conciliation Act of 1996(as amended up to date) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within any statutory amendments/modifications thereof for the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICCbeing in force r/w relevant provisions of Multi State Co-operative Societies Act of 2002. The seat of arbitration shall be Hong Kong and the language venue of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court at New Delhi India and language of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, arbitration shall be final and binding on the Consortium Members. Judgment on the award may be entered in any court of competent jurisdictionEnglish.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall be governed by by, and construed and enforced in accordance with, the internal laws of the Cayman Islands, State of New York as such laws are applied to agreements between New York residents entered into and to be performed within New York without reference regard to conflict principles of law principlesconflicts of laws. Any dispute, Each of the parties hereto irrevocably (i) agrees that any dispute or controversy or claim arising out of, relating to or in connection with this Agreement, including any dispute regarding its existence, validity or terminationto, or the concerning any interpretation, construction, performance or breach of this Agreement Agreement, shall be referred to and finally resolved settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause(ii) waives, except that any provisions in those Rules which relate to the nationality fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of arbitrators venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be disapplied three arbitrators, selected in their entiretyaccordance with the Arbitration Rules, and at least one arbitrator shall be qualified to practice New York law. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language conducted in English. The decision of the arbitration tribunal shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitrationfinal, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final conclusive and binding on the Consortium Membersparties to the arbitration. Judgment on the award may be entered on the arbitration tribunal’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of competent jurisdictionthe costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees. The parties acknowledge and agree that, in addition to contract damages, the arbitrators may award provisional and final equitable relief, including injunctions, specific performance, and lost profits.

Governing Law and Arbitration. The construction, validity and performance of this Agreement shall be governed by the laws of the Cayman Islands, without reference to conflict of law principles. Any dispute, controversy or claim dispute arising out of, relating to or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of under this Agreement shall be referred to and finally resolved by arbitration under in London in accordance with the Rules of Arbitration (the “Rules”) provisions of the International Chamber of Commerce (Arbitration Axx 0000, or any statutory modification or re-enactment thereof for the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions time being in those Rules which relate force save to the nationality extent necessary to give effect to the provisions of arbitrators shall be disapplied in their entiretythis Clause. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong conducted in accordance with the London Maritime Arbitration Association (LMAA) terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators; one to be appointed by each of the parties hereto, and the language third to be appointed by the two so chosen; their decision or that of any two of them shall be final. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In case where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be Englishconducted in accordance with the LMAA Small Claim Procedure current at the time when the arbitration proceedings are commenced. The Tribunal shall have no authority OCEAN SWIFT LTD. CONTEST LTD. Exhibit B-1 Time Charter Party – Stena Concept Code word for this Charter Party “SHELLTIME 4” Issued December 1984 Time Charter Party IT IS THIS DAY ... of January 2006, AGREED between Concept Ltd. of Hamilton, Bermuda (hereinafter referred to award punitive or other punitive type damages. By agreeing to arbitrationas “Owners”), the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid being owners of the arbitrationgood motor tanker vessel called M/T “STENA CONCEPT” (hereinafter referred to as “the vessel”) described as per Clause 1 hereof and Stena Bulk AB of Gothenburg, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member Sweden (hereinafter referred to a court shall not be deemed a waiver as “Charterers”): Description and Condition of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award may be entered in any court of competent jurisdiction.Vessel

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without reference to conflict of law principlesMassachusetts. Any dispute, controversy or claim dispute arising out of, relating to or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of under this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entiretysettled exclusively through arbitration. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of Such arbitration shall be Hong Kong conducted in accordance with the rules of the American Arbitration Association before a single arbitrator in the city to be determined by mutual agreement. The decision of the arbitrator shall be final and binding on both parties. Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction. You understand that, if you elect to revoke the Release attached hereto within seven (7) days after its execution, this Letter Agreement shall be null and void and each party will have all rights and obligations afforded them under the law as if this Letter Agreement had not been signed by the parties and as if the Release had never been signed by you. You agree, in the event of revocation of the Release, to immediately return any consideration received in support of said Release. This Agreement shall be binding upon and inure to the benefit of you and Raytheon Company and each of your respective successors and assigns. This Agreement sets forth the entire agreement and understandings of the parties and supersedes all previous discussions, commitments or agreements. If you have any questions about this Agreement, please contact me. Sincerely, /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Date: January 17, 2015 GENERAL RELEASE I agree to accept the benefits and payments set forth in the Transition Agreement dated, January 15, 2015, as full satisfaction in all respects of any and all obligations of any kind which might otherwise be due me from Raytheon Company. I hereby specifically waive, remise, release and forever discharge Raytheon Company, its affiliates, subsidiaries, directors, officers, employees, agents and successors (hereinafter referred to as "Raytheon") from all manner of claims, liabilities, demands and causes of action, know or unknown, fixed or contingent, which I may have or claim to have against Raytheon as a result of my employment and the language of the arbitration shall be Englishtermination thereof, and do hereby covenant not to file or commence a lawsuit against Raytheon to assert any such claims. The Tribunal shall have no authority to award punitive I understand that this General Release encompasses all claims arising under federal, state or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedylocal law, including but not limited to a preliminary injunction claims arising under any theory of wrongful discharge. This General Release is binding upon my successors, heirs, executors and administrators, but does not waive any rights or attachment claims unrelated to this Agreement or my employment with Raytheon Company, and which occur subsequent to the date of my separation from Raytheon Company and the date this General Release is executed. I have read carefully and fully understand all the provisions of this General Release. I understand that I may consult with an attorney before executing this General Release. I acknowledge that this General Release sets forth the entire agreement between me and Raytheon with respect to additional consideration being provided to me and that I have not relied upon any representation or statement, written or oral, not set forth in aid this document. /s/ Xxx X. Xxxxxxxx (Signature) Date: January 15, 2015 Exhibit A RAYTHEON 2010 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement, dated as of June 30, 2015 (the "Award Date") is between Raytheon Company (the "Company"), and Xxx X. Xxxxxxxx, an employee of the arbitration, Company or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver one of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award may be entered in any court of competent jurisdictionits Affiliates ("you").

Governing Law and Arbitration. The construction, validity and performance of this Agreement shall be governed by the laws of the Cayman Islands, without reference to conflict of law principles. Any dispute, controversy or claim dispute arising out of, relating to or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of under this Agreement shall be referred to and finally resolved by arbitration under in London in accordance with the Rules of Arbitration (the “Rules”) provisions of the International Chamber of Commerce (Arbitration Axx 0000, or any statutory modification or re-enactment thereof for the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions time being in those Rules which relate force save to the nationality extent necessary to give effect to the provisions of arbitrators shall be disapplied in their entiretythis Clause. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong conducted in accordance with the London Maritime Arbitration Association (LMAA) terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators; one to be appointed by each of the parties hereto, and the language third to be appointed by the two so chosen; their decision or that of any two of them shall be final. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In case where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be Englishconducted in accordance with the LMAA Small Claim Procedure current at the time when the arbitration proceedings are commenced. The Tribunal shall have no authority to award punitive or other punitive type damagesOCEANSWIFT LTD. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measureCONTEST LTD. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award may be entered in any court of competent jurisdiction./s/ DXXXX XXXXXXX /s/ CXXXXXXXXXX X. XXXXXX

Governing Law and Arbitration. The constructionThis Agreement will be interpreted in accordance with the substantive law, validity and performance of this Agreement shall be governed by the laws of the Cayman Islands, without reference to conflict not including conflicts of law principles, of the State of Utah. Any dispute, claim or controversy or claim arising out of, of or relating to this Agreement or in connection with this Agreementthe breach, termination, enforcement, interpretation or validity thereof, including any dispute regarding its existence, validity the determination of the scope or termination, or the performance or breach applicability of this Agreement agreement to arbitrate, shall be referred to and finally resolved settled by binding arbitration under administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules of Arbitration (the “Rules”) in effect on the date of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid commencement of the arbitration, or order any interim or conservatory measureand applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of law. A request for such provisional remedy or interim or conservatory measure The arbitration shall be conducted in the County of New York, State of New York by a Consortium Member sole arbitrator appointed pursuant to the Rules. The arbitrator(s) shall deliver a court reasoned written decision with respect to the dispute to each party, who shall not promptly act in accordance therewith. The prevailing party shall be deemed a waiver entitled to recover its reasonable costs relating to that aspect of this agreement to arbitrateits claim or defense on which it prevails, including reasonable attorneys’ fees and costs, and any opposing costs awards shall be offset. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, arbitrator shall be final and binding on the Consortium Members. Judgment parties, and judgment may be entered on the award may be entered in and enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a) for any proceeding commenced under this Section 12(c). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. The constructionThis Agreement will be interpreted in accordance with the substantive law, validity and performance of this Agreement shall be governed by the laws of the Cayman Islands, without reference to conflict not including conflicts of law principles, of the State of Utah. Any dispute, claim or controversy or claim arising out of, of or relating to this Agreement or in connection with this Agreementthe breach, termination, enforcement, interpretation or validity thereof, including any dispute regarding its existence, validity the determination of the scope or termination, or the performance or breach applicability of this Agreement shall agreement to arbitrate, will be referred to and finally resolved settled by binding arbitration under administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules of Arbitration (the “Rules”) in effect on the date of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid commencement of the arbitration, or order any interim or conservatory measureand applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of law. A request for such provisional remedy or interim or conservatory measure The arbitration will be conducted in the County of New York, State of New York by a Consortium Member sole arbitrator appointed pursuant to the Rules. The arbitrator(s) will deliver a court shall not reasoned written decision with respect to the dispute to each party, who will promptly act in accordance therewith. The prevailing party will be deemed a waiver entitled to recover its reasonable costs relating to that aspect of this agreement to arbitrateits claim or defense on which it prevails, including reasonable attorneys’ fees and costs, and any opposing costs awards will be offset. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall arbitrator will be final and binding on the Consortium Members. Judgment parties, and judgment may be entered on the award may be entered in and enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12.a for any proceeding commenced under this Section 12.c. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. The construction, validity and performance of this This Agreement shall will be governed by by, and construed in accordance with, the substantive laws of the Cayman IslandsCommonwealth of Massachusetts and the 106 patent laws of the United States, in each case without reference giving effect to any choice or conflict of law principlesprovision. Any disputearbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, controversy or claim arising out of, relating to or except as modified in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the language arbitrator shall use reasonable efforts to complete any such arbitration within [***]. The Parties agree that the decision of the arbitration arbitrator shall be English. The Tribunal shall have no authority the binding remedy between them regarding the Dispute presented to award punitive or other punitive type damages. By agreeing to arbitrationthe arbitrator, and judgment upon the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. A request for such provisional remedy or interim or conservatory measure by a Consortium Member to a court shall not be deemed a waiver of this agreement to arbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitration, shall be final and binding on the Consortium Members. Judgment on the award arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 14.9.