Common use of Arbitration Clause in Contracts

Arbitration. If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.

Arbitration. If any Any dispute arises or controversy arising under or in connection with this Agreement or otherwise which cannot shall be resolved settled exclusively by mutual discussion between the partiesarbitration, then the Company and Executive each agree to resolve that dispute by binding arbitration conducted before an arbitrator experienced in employment law. Said arbitration will be conducted New York, New York in accordance with the rules applicable to employment disputes Employment Arbitration Rules of the Judicial American Arbitration and Mediation Services Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction. Notwithstanding the foregoing, (“JAMS”a) the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Articles VI or VII of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond, and (b) the Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7.4(b) of this Agreement and the Company hereby consents that such restraining order or injunction may be granted without requiring the Executive to post a bond. Only individuals who are: (i) lawyers engaged full-time in the practice of law applicable and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided, however, that the parties hereto agree that the arbitrator shall not be empowered to the claimaward punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses shall be borne equally by the parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSthereto. In the event action is brought to enforce the parties are unable to agree in such time, JAMS will provide a list provisions of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought Agreement pursuant to this paragraph, excluding, howeverSection 9.9, the cost non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both prevailing parties, except (1) as provided by Section 10 that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney’s fees and (2) as may be required by lawexpenses.

Arbitration. If any dispute arises a. All disputes under this Agreement or otherwise which cannot shall be resolved settled by mutual discussion between arbitration in Miami, Florida, before a single arbitrator pursuant to the parties, then employment rules of arbitration (the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes "AAA Rules") of the Judicial American Arbitration and Mediation Services Association (“JAMS”the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") and the law applicable to the claimother party that such dispute has been referred to arbitration under this Section 7. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss the joint agreement of a cointhe Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. The Any award rendered by the arbitrator shall be conclusive and binding upon the parties agree hereto and not subject to appeal; provided, however, that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will award shall be used instead of any court action, which is hereby expressly waived, except for any request accompanied by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be Boston, Massachusettsspecifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Company expenses of the arbitrator shall pay initially be shared equally by the cost of any arbitration brought pursuant to this paragraph, excludingparties; provided, however, that the cost arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of representation the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of Executive, unless such cost is awarded in accordance with law any judicial proceedings relating to the specific enforcement of this Section 7 or otherwise awarded judgment upon the award rendered by the arbitrators. Neither arbitrator hereunder, in addition to any other relief to which the prevailing party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by lawthe attorney to the prevailing party.

Arbitration. If To the maximum extent permitted by law, all disputes, controversies, claims, or demands of any dispute arises under kind or nature arising between the parties in connection with this Agreement Agreement, whether at law or otherwise which in equity or based upon common law or any federal or state statute, rule, or regulation, that cannot be resolved by mutual discussion between the partiesparties through NFM’s internal complaint resolution procedures, shall be submitted to binding arbitration by the American Arbitration Association; provided, however, that this arbitration requirement shall not apply to any action by either party to obtain injunctive relief to prevent any violation by the other party of the terms of this Agreement, which injunctive action may be brought in any court of competent jurisdiction. The filing of a claim for injunctive relief shall not allow either party to raise any other claim outside arbitration. Any arbitration commenced hereunder shall be initiated in Boulder, Colorado and shall be governed by the AAA National Rules for the Resolution of Employment Disputes. The arbitration shall occur before a single arbitrator that shall be mutually agreed upon by the parties hereto. If the parties cannot agree on a single arbitrator, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will shall be conducted selected in accordance with the rules applicable to employment disputes of AAA. The arbitration must be filed within six months of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable act or omission which gives rise to the claim. Each party shall be entitled to take any discovery as is permitted by the applicable rules and the arbitrator. In determining the extent of discovery, the arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication. The findings, conclusions, and award rendered in any arbitration shall be binding upon the parties and shall have thirty (30) calendar days after notice finally determine all questions of fact relating to the dispute. Judgment upon the arbitration award may be entered in the appropriate court, state or federal, having jurisdiction, and each party expressly waives any right to appeal any such arbitration has been given judgment rendered by the court. Any party may apply to attempt to agree a court of competent jurisdiction for entry of judgment on the selection arbitration award. The costs of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will arbitration shall be selected from such five member panel provided by JAMS advanced equally by the parties alternately striking out one name parties, however the prevailing party in any arbitration or other legal action brought to enforce or defend the terms of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first this Agreement shall be selected by entitled, in addition to any other remedies available to such party, to an award of reasonable attorney’s fees and costs. Any party may apply to a toss court of a coincompetent jurisdiction for entry of judgment on the arbitration award. The parties agree that failure to comply with the provisions of this agreement to arbitrate includes paragraph shall constitute grounds for the dismissal of any such disputes that the Company may have against Executivesuit, action, or Executive may have against proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any dispute which arises during the Company and/or its related entities and/or employees, arising out period of or relating this Agreement and which is subject to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationarbitration agreement. The parties further agree that arbitration as provided for in provisions of this Section 16(g) is Agreement are specifically enforceable by each party to the exclusive Agreement and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary shall survive the termination or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat expiration of the arbitration shall be Boston, MassachusettsAgreement. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawTHE EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALL ARBITRABLE DISPUTES MEANS THE EXECUTIVE IS AGREEING TO WAIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY RIGHT THE EXECUTIVE MAY HAVE TO ASK FOR A JURY OR COURT TRIAL IN ANY DISPUTE WITH THE COMPANY.

Arbitration. If any Any dispute arises or controversy arising under or in connection with this Agreement or otherwise which cannot shall be resolved settled exclusively by mutual discussion between the partiesarbitration, then the Company and Executive each agree to resolve that dispute by binding arbitration conducted before an arbitrator experienced in employment law. Said arbitration will be conducted New York, New York in accordance with the rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services (“JAMS”) Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the law applicable Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the claimpractice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSthereto. In the event action is brought to enforce the parties are unable to agree in such time, JAMS will provide a list provisions of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought Agreement pursuant to this paragraph, excluding, howeverSection 18, the cost non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both prevailing parties, except (1) as provided by Section 10 that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and (2) as may be required by lawexpenses.

Arbitration. If any Any dispute arises or controversy arising under or in connection with this Agreement or otherwise which cannot shall be resolved settled exclusively by mutual discussion between the partiesarbitration, then the Company and Executive each agree to resolve that dispute by binding arbitration conducted before an arbitrator experienced in employment law. Said arbitration will be conducted Houston, Texas in accordance with the rules applicable to employment disputes National Rules for the Resolution of Employment Disputes of the Judicial American Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimAssociation then in effect. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree Judgment may be entered on the selection of an arbitrator from JAMS. In the event the parties are unable to agree arbitration award in such timeany court having jurisdiction; provided, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes however, that the Company may have against Executive, shall be entitled to seek a restraining order or Executive may have against the Company and/or its related entities and/or employees, arising out injunction in any court of competent jurisdiction to prevent any violation or relating to this Agreement, or Executive’s employment or Executive’s termination, including continuation of any claims of discrimination or harassment in violation of applicable law and any other aspect the provisions of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections Articles 11, 12, 14 13 or 15 hereofof this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. The Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the seat of the arbitration arbitrator shall not be Boston, Massachusettsempowered to award punitive damages against any party to such arbitration. The Company shall pay bear all administrative fees and expenses of the cost of any arbitration brought pursuant to and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, excludingor the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the cost Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of representation Employee’s termination of Executive, unless employment to the extent such cost payment delay is awarded in accordance required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawCompany.

Arbitration. If any dispute arises under this Agreement or otherwise which cannot All Claims must be exclusively and finally resolved and settled by mutual discussion between the parties, then the Company final and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted administered by and in accordance with the rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services Association (“JAMSAAA”) and before a single arbitrator who is a member of the law applicable AAA. The Parties shall select a mutually acceptable arbitrator knowledgeable about the issues relating to the claimsubject matter of this Agreement. The parties In the event the Parties are unable to agree upon an arbitrator, each Party will select an arbitrator and those two arbitrators shall have in turn select a third arbitrator, all three of whom shall preside jointly over the matter. All documents, materials, and information in the possession of each Party that are in any way relevant to the dispute shall be made available to the other Party for review and copying no later than thirty (30) calendar days after the notice of such arbitration. The arbitrators shall have no authority to modify any provision of this Agreement or to award punitive damages. The arbitrators shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided held in New York, New York but the Parties may choose for themselves whether to appear in person, by JAMS by phone, video conferencing, or through the parties alternately striking out one name submission of a potential arbitrator until only one name remainsdocuments. The party entitled to strike an arbitrator first shall arbitration will be selected kept confidential among the Parties, the AAA, and the arbitrator(s), except as required in connection with any enforcement of such award or otherwise required by a toss of a coinlaw. The parties agree that this agreement Parties will pay an equal share of all costs and expenses related to arbitrate includes any such disputes that compensation of the Company may have against Executivearbitrator, or Executive may have against the Company and/or its related entities and/or employeessite, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waivedadministrative fees, except for that the award rendered by the arbitrator may include the costs and expenses of arbitration and reasonable costs for expert and other witnesses. In any request by action arising hereunder or any separate action pertaining to a specific Claim, the prevailing party for temporaryshall be awarded reasonable attorneys’ fees and costs, preliminary or permanent injunctive relief pending arbitration including in accordance with applicable arbitration, mediation, trial, and any appeal. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofsuch errors. The parties agree that arbitrator’s ruling will otherwise be final and binding on all Parties, and may be entered in any court of competent jurisdiction. Notwithstanding the seat foregoing, any dispute as to the enforceability of the this arbitration provision or its applicability to a specific Claim shall be Bostonadjudicated by a state or federal court located within New York, MassachusettsNew York, and not by an arbitrator. The Company shall pay During the cost continuance of any arbitration brought pursuant to this paragraph, excluding, howeverproceeding, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawParties shall continue to perform their respective obligations under this Agreement.

Arbitration. If any dispute arises Disputes subject to mandatory or elective arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or otherwise which cannot pursuant to such other provider of arbitration services or rules as the Parties may agree. The arbitrator shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment lawknowledgeable of telecommunications issues. Said Each arbitration will be conducted held in accordance with Dallas, Texas (SBC-SWBT); Chicago, Illinois (SBC-AMERITECH), San Francisco, California (PACIFIC); Reno, Nevada (NEVADA); or New Haven, Connecticut (SNET), as appropriate, unless the rules applicable Parties agree otherwise. The arbitration hearing will be requested to employment disputes commence within sixty (60) calendar days of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimdemand for arbitration. The parties shall have arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) calendar days after notice the close of such arbitration has been given to attempt to agree on hearings. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the selection arbitrability of an arbitrator from JAMSall disputes. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an The arbitrator will be selected from such five member panel provided by JAMS have no authority to award punitive damages, exemplary damages, Consequential Damages, multiple damages, or any other damages not measured by the parties alternately striking out one name prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of a potential arbitrator until only one name remainsthis Agreement. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for times specified in this Section 16(g) is may be extended or shortened upon mutual agreement of the exclusive and binding remedy for any such dispute and Parties or by the arbitrator upon a showing of good cause. Each Party will be used instead bear its own costs of any court actionthese procedures, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofincluding attorneys' fees. The parties agree that Parties will equally split the seat fees of the arbitration and the arbitrator. The arbitrator's award shall be Boston, Massachusettsfinal and binding and may be entered in any court having jurisdiction thereof. The Company shall pay Judgment upon the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded award rendered by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of be entered in any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawcourt having jurisdiction.

Arbitration. If any Any dispute arises under this Agreement or otherwise which that cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by management negotiations as set forth in Section 12.2 above shall be resolved through binding arbitration before an arbitrator experienced by a retired judge or justice from the [AAA][JAMS] panel conducted in employment law. Said arbitration will be conducted San Diego, California, administered by and in accordance with [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures] (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the rules applicable to employment disputes field of the Judicial dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be appointed as provided for in [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Mediation Services (“JAMS”) and Procedures]. At the law applicable request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the claimextent the arbitrator deems such discovery relevant and appropriate. The parties Depositions shall have be limited to a maximum of three (3) per Party and shall be held within thirty (30) calendar days after of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be made within nine (9) months of the filing of the notice of such arbitration has been given intention to attempt arbitrate (demand) and the arbitrator shall agree to agree comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. Judgment on the selection of an arbitrator from JAMS. In the event the parties are unable to agree award may be entered in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsany court having jurisdiction. The party prevailing Party in this dispute resolution process is entitled to strike an arbitrator first shall be selected by a toss of a coinrecover its costs. The parties agree that this agreement to arbitrate includes any Until such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) award is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excludingmade, however, the cost Parties shall share equally in paying the costs of representation the Arbitration. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of Executive, unless such cost or following the completion of discovery if the arbitrator concludes that there is awarded in accordance with law or otherwise awarded by no material issue of fact pending before the arbitratorsarbitrator. Neither party nor an arbitrator may disclose the The existence, content or content, and results of any arbitration Arbitration hereunder without is confidential information that is subject to the prior written consent provisions of both parties, except (1) as provided by Section 10 and (2) as may be required by law.13.1. MISCELLANEOUS

Arbitration. If any dispute arises under Any controversies or disputes arising out of or relating to this Agreement or otherwise which cannot shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes then-current Commercial Arbitration Rules of the Judicial American Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimAssociation. The parties shall have thirty (30) calendar days after notice select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSthis Agreement. In the event the parties are unable to agree in to such timea selection, JAMS each party will provide a list of five (5) available arbitrators and select an arbitrator will be selected from such five member panel provided by JAMS and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties alternately striking out one name parties. All documents, materials, and information in the possession of a potential arbitrator until only one name remainseach party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The party entitled arbitrator(s) shall not have the authority to strike an arbitrator first modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be selected by a toss of a coinfinal and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusettsspecifically enforceable under the prevailing arbitration law. The Company shall pay During the cost continuance of any arbitration brought pursuant to this paragraph, excluding, howeverproceeding, the cost of representation of Executiveparties shall continue to perform their respective obligations under this Agreement. The arbitrators shall award to the prevailing party, unless such cost is awarded in accordance with law or otherwise awarded if any, as determined by the arbitrators, all of its costs and fees. Neither party nor an arbitrator may disclose “Costs and fees” mean all reasonable pre-award expenses of the existencearbitration, content or results of any arbitration hereunder without including the prior written consent of both partiesarbitrators’ fees, except (1) administrative fees, travel expenses, out-of-pocket expenses such as provided by Section 10 copying and (2) as may be required by lawtelephone, court costs, witness fees, and attorneys’ fees.

Arbitration. If The Participant hereby agrees to submit any dispute arising from participation in the Activities to arbitration, for the sole purpose of determining whether the alleged injury arises under this Agreement or otherwise which cannot from a risk inherent in the Activities. For such disputes, there shall be resolved a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”party) and one neutral arbitrator (collectively, the law applicable “Panel”), to be chosen by the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSparty-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a third, neutral arbitrator, the neutral arbitrator shall be appointed by the United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the costs associated with the party-appointed arbitrators, and the parties are unable to agree shall share equally the costs associated with the neutral arbitrator. The arbitration proceeding shall proceed in such timeWest Hartford, JAMS will provide a list of five (5) available arbitrators Connecticut and an arbitrator will shall be selected from such five member panel provided by JAMS governed by the parties alternately striking out one name Federal Rules of a potential arbitrator until only one name remainsEvidence. The party entitled Panel shall establish a reasonable and appropriate discovery schedule to strike an arbitrator first expeditiously resolve this matter. In the event that the Panel determines the alleged injury arises from a risk inherent in the Participant’s participation in the Activities, the claim shall be selected by deemed barred, as a toss matter of a coinlaw, and the Participant shall be barred from recovering any compensation from the Facility and/or the Learning Center. The parties agree that this agreement to arbitrate includes any such disputes In the event that the Company may have against ExecutivePanel determines the alleged injury did not arise from a risk inherent in the Activities, the Participant shall proceed to the Superior Court of Connecticut, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, howeverif appropriate, the cost United States District Court, for the District of representation Connecticut, for a trial de novo. I/WE HAVE READ THE ABOVE WAIVER AND RELEASE, UNDERSTAND THAT I/WE HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT, HAVE NOT CHANGED IT ORALLY, AND SIGN IT VOLUNTARILY. Participants Name: Signature of Executive, unless such cost is awarded in accordance with law Parent or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content Legal Guardian Date Printed Name of Parent or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.Legal Guardian Emergency Contact Phone Number

Arbitration. If any Any controversy, dispute arises under or claim arising out of this Agreement or otherwise which cannot the refusal by any party hereto to perform the whole or any part thereof, shall be resolved determined by mutual discussion between arbitration, in the partiesCity of Columbus, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted Franklin County, Ohio, in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial American Arbitration Association or any successor organization, except as otherwise set forth in this Section 9.10. The party demanding arbitration shall serve notice in writing upon all other parties hereto, setting forth in detail the controversy, dispute or claim with respect to which arbitration is demanded, and Mediation Services the parties shall thereupon endeavor to agree upon an arbitration board, which shall consist of three members (“JAMSArbitration Board”) and ). If all the law applicable parties hereto fail so to the claim. The parties shall have agree within a period of thirty (30) calendar days after from the original notice, the party demanding arbitration may, by written notice to all other parties hereto, direct that any members of such arbitration has the Arbitration Board that have not been given agreed to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by the American Arbitration Association, or any successor organization. No person shall be eligible for appointment to the Arbitration Board who is an officer, employee, shareholder of or otherwise interested in any of the parties hereto or in the matter sought to be arbitrated. The Arbitration Board shall afford adequate opportunity to all parties hereto to present information with respect to the controversy, dispute or claim submitted to arbitration and may request further information from any party hereto; provided, however, that the parties hereto may, by mutual agreement, specify the rules which are to govern any proceeding before the Arbitration Board and limit the matters to be considered by the Arbitration Board, in which event the Arbitration Board shall be governed by the terms and conditions of such agreement. The determination or award of the Arbitration Board shall be made upon a toss determination of a coinmajority of the members thereof. The findings and award of the Arbitration Board shall be final and conclusive with respect to the controversy, dispute or claim submitted for arbitration and shall be binding upon the parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executivehereto, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationexcept as otherwise provided by law. The parties further agree that arbitration as provided for in this Section 16(g) is award of the exclusive Arbitration Board shall specify the manner and binding remedy for any such dispute and will be used instead extent of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive the division of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat costs of the arbitration shall be Boston, Massachusetts. The Company shall pay proceeding among the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.parties hereto

Arbitration. Arbitration proceedings shall be conducted under the Rules of Commercial Arbitration of the AAA (the "Rules"). A Member may withdraw from the Member Dispute by signing an agreement to be bound by the results of the arbitration. A Member who withdraws shall have no further right to participate in the Member Dispute. The arbitration panel shall consist of one arbitrator. The Members shall select one neutral third party AAA arbitrator (the "Arbitrator") with expertise in the area that is in dispute. If any dispute arises under this Agreement or otherwise which canan Arbitrator has not be resolved by mutual discussion between the partiesbeen selected within five (5) business days thereafter, then an Arbitrator shall be selected by the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted AAA in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial Arbitration AAA. The arbitration proceeding shall be held in the city that is the company’s principal place of business or such other place as agreed by the Arbitrator and Mediation Services (“JAMS”) and all of the law applicable Members. Any arbitrator who is selected shall disclose promptly to the claimAAA and to both parties any financial or personal interest the arbitrator may have in the result of the arbitration and/or any other prior or current relationship, or expected or discussed future relationship, with the Members or their representatives. The arbitrator shall promptly conduct proceedings to resolve the dispute in question pursuant to the then existing Rules. To the extent any provisions of the Rules conflict with any provision of this Section, the provisions of this Section shall control. In any final award and/or order, the arbitrator shall apportion all the costs (other than attorney's fees which shall be borne by the party incurring such fees) incurred in conducting the arbitration in accordance with what the arbitrator deems just and equitable under the circumstances. Discovery shall not be permitted in such arbitration except as allowed by the rules of arbitration, or as otherwise agreed to by all the parties of the Member Dispute. Notwithstanding, the Members agree to make available to one another and to the arbitrator, for inspection and photocopying, all documents, books and records, if determined by the arbitration panel to be relevant to the dispute, and by making available to one another and to the arbitration panel personnel directly or indirectly under their control, for testimony during hearings if determined by the arbitration panel to be relevant to the dispute. The Members agree, unless undue hardship exists, to conduct arbitration hearings to the greatest extent possible on consecutive business days and to strictly observe time periods established by the Rules or by the arbitrator for the submission of evidence and of briefs. Unless otherwise agreed to by the Members, a stenographic record of the arbitration proceedings shall be made and a transcript thereof shall be ordered for each Member, with each party paying an equal portion of the total cost of such recording and transcription. The arbitrator shall have thirty (30) calendar days after notice all powers of such law and equity, which it can lawfully assume, necessary to resolve the issues in dispute including, without limiting the generality of the foregoing, making awards of compensatory damages, issuing both prohibitory and mandatory orders in the nature of injunctions and compelling the production of documents and witnesses for presentation at the arbitration has been given to attempt to agree hearings on the selection merits of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainscase. The party entitled arbitration panel shall neither have nor exercise any power to strike an arbitrator first act as amicable compositeur or ex aequo et xxxx; or to award special, indirect, consequential or punitive damages. The decision of the arbitration panel shall be selected by a toss of a coinin written form and state the reasons upon which it is based. The parties agree that this agreement to arbitrate includes any such disputes that statutory, case law and common law of the Company may have against ExecutiveState of Delaware shall govern in interpreting their respective rights, or Executive may have against the Company and/or its related entities and/or employees, obligations and liabilities arising out of or relating related to the transactions provided for or contemplated by this Agreement, including without limitation, the validity, construction and performance of all or Executive’s employment or Executive’s terminationany portion of this Agreement, including any claims of discrimination or harassment in violation of and the applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any liability established thereunder, and the amount or method of computation of damages which may be awarded, but such governing law shall not include the law pertaining to conflicts or choice of laws of Delaware; provided however, that should the parties refer a dispute arising out of or in connection with an ancillary agreement or an agreement between some or all of the Members which specifically references this Article, then the statutory, case law and will be used instead common law of the State whose law governs such agreement (except the law pertaining to conflicts or choice of law) shall govern in interpreting the respective rights, obligations and liabilities of the parties arising out of or related to the transactions provided for or contemplated by such agreement, including, without limitation, the validity, construction and performance of all or any court actionportion of such agreement, which is hereby expressly waived, except and the applicable remedy for any request liability established thereunder, and the amount or method of computation of damages which may be awarded. Any action or proceeding subsequent to any Award rendered by the arbitrator in the Member Dispute, including, but not limited to, any party for temporaryaction to confirm, preliminary vacate, modify, challenge or permanent injunctive relief pending enforce the arbitrator's decision or award shall be filed in a court of competent jurisdiction in the same county where the arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration Member Dispute was conducted, and Delaware law shall be Boston, Massachusetts. The Company shall pay the cost of apply in any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law subsequent action or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawproceeding.

Arbitration. If any dispute arises under Written warnings, written warnings in lieu of a suspension without pay of two days/shifts or less, and suspensions of 24 hours or less shall not be subject to arbitration. Discipline imposed for time and attendance violations shall not be arbitrable. The Hospital and the Union agree to be bound by the rules and regulations of the Public Employment Relations Commission. In the case of non-disciplinary grievances and disciplinary grievances involving suspension (more than 24 hours), written warning in lieu of a suspension of more than 24 hours, involuntary demotion (not the result of a reduction in force) or discharge, if the Union is not satisfied with Step 1 Decision or a Step 1 Decision has not been issued within the required timeframe set forth herein, the Union may file a written requests for binding arbitration through the Public Employment Relations Commission (with copy provided simultaneously to the Director of Labor Relations). Requests for arbitration must be submitted to the Public Employment Relations Commission within thirty (30) calendar days of its receipt of the Step 1 Decision or the date that the Step 1 Decision was due. Nothing in this Agreement shall be construed as compelling the Union to submit a grievance to arbitration. The Union’s decision concerning whether or otherwise which cannot to request binding arbitration shall be resolved final as to the interests of both the Union and the grievant. Each party to this Agreement shall bear the expenses of preparing and presenting its own case. The fees and the expenses of the Arbitrator, together with any incidental expenses mutually agreed upon in advance, shall be borne equally by mutual discussion between the parties. A transcript of all arbitration hearings may be taken. The Arbitrator shall have the right to subpoena relevant documents and witnesses if requested to do so by either party. The arbitrator shall be restricted to the application of the facts presented and shall have no authority to add to, then detract from, alter, amend or modify any provision of this agreement, or to impose on either party a limitation or obligation not explicitly provided for in this agreement. The Arbitrator shall not have any authority to prescribe a monetary Award as a penalty for violation of this Agreement. Upon receipt of the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration arbitrator’s award, corrective action, if any, will be conducted implemented as soon as practical, but in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have any event no later than thirty (30) calendar days after notice receipt of such arbitration has been given the arbitrator’s award, unless a party wishes to attempt to agree on challenge the selection of an arbitrator from JAMSaward. In the event the parties are unable to agree in such timelegal remedy is pursued, JAMS will provide a list of five (5) available arbitrators and an arbitrator corrective action will be selected from such five member panel provided by JAMS implemented no later than fifteen (15) calendar days after final resolutions by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawcourts.

Arbitration. If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties hereto agree that this agreement to arbitrate includes any such disputes that the Company may have against Executiveand all disputes, complaints, controversies, claims and grievances, in law or in equity, arising under, out of, in connection with, or Executive may have against the Company and/or its in any manner related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment with the Company or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect the termination of Executive’s compensationemployment with the Company, employmentincluding without limitation, claims alleging breach of contract, common law claims, tort claims or Executive’s terminationclaims under any statutes or other laws (collectively, the “Disputes” and singularly a “Dispute”), shall be resolved to the fullest extent permitted by law, by confidential final, binding arbitration pursuant to the Mumbai Centre for International Arbitration Rules of arbitration before a panel of three (3) arbitrators. Each party shall nominate one (1) arbitrator each and the third arbitrator shall be appointed by the two (2) arbitrators nominated by the Parties. The parties further agree that arbitration as provided third arbitrator shall be someone who was a former Justice of the Supreme Court of India or a former Judge of a High Court within India. Arbitration proceedings shall be held in Bangalore, India. The arbitrators shall (a) have the authority to compel adequate discovery for in this Section 16(g) is the exclusive and binding remedy for any such resolution of the dispute and will to award relief as would otherwise be used instead permitted by applicable law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of any the award. Both Executive and the Company shall be entitled to all rights and remedies that either Executive or the Company would be entitled to pursue in a court action, which is hereby expressly waived, except for any request of law. The award rendered by any party for temporary, preliminary or permanent injunctive relief pending arbitration the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofin any court having jurisdiction thereof. The parties agree that fees of arbitration and the seat cost of the arbitration proceedings including but not limited to the arbitrator’s costs, legal fees and costs, shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded borne by the arbitratorsunsuccessful party. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawEXECUTIVE AND THE COMPANY AGREE THAT THE FOREGOING DISPUTE RESOLUTION PROCEDURE SHALL BE THE EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE AND THAT NO OTHER ACTION WILL BE BROUGHT BY EXECUTIVE OR THE COMPANY IN ANY COURT OR OTHER FORUM RELATING TO A DISPUTE. THIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT ACTION.

Arbitration. If any dispute arises Any arbitration under this Agreement shall take place at a location to be agreed by the Parties; provided, however, that in the event that the Parties are unable to agree on a location for an arbitration under this Agreement within five (5) days of the demand therefor, such arbitration shall be held in New York, New York if HPA is the Party that first demanded such arbitration or otherwise which in London, England if Emergent is the Party that first demanded such arbitration. Any arbitration under this Agreement shall be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect (the “AAA Rules”). The Parties shall appoint an arbitrator by mutual agreement. If the Parties cannot be resolved by mutual discussion between agree on the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before appointment of an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have within thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of demand for arbitration, an arbitrator from JAMS. In the event the parties are unable to agree shall be appointed in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsaccordance with AAA Rules. The party entitled arbitrator shall have the authority to strike an arbitrator first shall grant any equitable and legal remedies that would be selected by a toss of a coin. The parties agree that this agreement available in any judicial proceeding instituted to arbitrate includes any resolve the Dispute submitted to such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11this Agreement; provided, 12however, 14 or 15 hereof. The parties agree that the seat arbitrator shall not have the power to alter, amend or otherwise affect the terms or the provisions of the arbitration shall be Boston, Massachusettsthis Agreement. The Company shall pay the cost of Judgment upon any arbitration brought award rendered pursuant to this paragraph, excluding, however, Section may be entered by any court having jurisdiction over the cost Parties other assets. The arbitrator shall have no authority to award punitive or any other type of representation damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of Executivethe arbitrator’s fees and any administrative fees of arbitration, unless the arbitrator shall otherwise allocate such cost is awarded costs, expenses and fees between the Parties. The Parties agree that all arbitration awards shall be final and binding on the Parties and their Affiliates. The Parties hereby waive the right to contest the award in accordance with law any court or otherwise awarded other forum. Except to the extent necessary to confirm an award or as may be required by the arbitrators. Neither party law, neither a Party nor an arbitrator may disclose the existence, content content, or results of any an arbitration hereunder without the prior written consent of both partiesParties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, except (1) as provided controversy or claim would be barred by Section 10 and (2) as may be required by lawthe applicable English statute of limitations.

Arbitration. If After the procedure set forth in paragraph 36.2, if one of the Parties or one of the signatories considers there are conditions for an amicable solution to the dispute or controversy referred to in such paragraph, it may submit such issue to arbitration ad hoc, using the Arbitration Rules of the United Nations Commission on International Trade Law – UNCITRAL as a parameter, according to the following precepts: the arbitrators shall be appointed as determined by the Arbitration Rules of UNCITRAL; three arbitrators shall be appointed. Each interested party shall choose an arbitrator. The two arbitrators so appointed shall designate the third arbitrator, who shall preside over the panel; upon agreement of the interested parties, a sole arbitrator may be appointed in the events the amounts involved are not high; the city of Rio de Janeiro, Brazil, shall be the seat of the arbitration and the place where the arbitration award is rendered; the language of the arbitration proceeding shall be the Portuguese. However, the interested parties may support the proceeding with testimonies or documents in any dispute arises under this Agreement other language, if the arbitrators so decide, with no need for a sworn translation; any and all expenses required for installation and development of the arbitration, such as costs and advance payment of arbitrator’s and expert’s fees, shall be exclusively borne by the Contractor. The Contracting Party shall reimburse such amounts only upon a final conviction, as decided by the arbitrators; on the merits, the arbitrators shall decide based on the Brazilian laws; the arbitration award shall be final and its content shall bind the interested parties. Any amounts possibly payable by the Contracting Party or otherwise which canANP shall be paid off by a special judicial order, except in the event of administrative acknowledgement of the request; and if preliminary injunctions or urgent protective measures are required before arbitration, the interested Party may request them directly from the Judiciary Branch, based on the Applicable Laws and Regulations, and they shall be cancelled if arbitration is not be resolved filed within thirty (30) days of the date of effectiveness of the decision. The interested parties may, by mutual discussion between agreement, choose to file the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes International Court of Arbitration of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable International Chamber of Commerce or with another notoriously recognized, reputable arbitration panel, according to the claimrules of the chamber chosen, provided that the provisions of sub-items “b” to “i” of paragraph Erro! Fonte de referência não encontrada. are observed. The interested parties shall have thirty (30) calendar days after notice of such to choose the arbitration has been given to attempt to agree on panel. Upon disagreement, the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will arbitration panel shall be selected from such five member panel provided by JAMS defined by the parties alternately striking out one name Contracting Party. If the dispute or controversy involves only entities forming part of a potential arbitrator until only one name remainsthe Federal Public Administration, the issue may be submitted to the Chamber of Conciliation and Arbitration of the Federal Administration – CCAF of the Office of the Attorney General of the Union. The party entitled Parties hereby represent to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes aware that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in addressed by this Section 16(g) refers exclusively to disputes arising from the Agreement or related thereto and is intended to settle only litigations related to the exclusive and binding remedy for any such dispute and will be used instead of any court actionequity rights available, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofLaw No. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law9,307/1996.

Arbitration. If any Any dispute arises under this Agreement or otherwise which cannot hereunder shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute settled exclusively by binding arbitration before an a single arbitrator experienced in employment lawaccordance with the Rules of Procedure for Arbitration of the American Health Lawyers Association (AHLA) Alternative Dispute Resolution Service, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Said Such arbitration will shall occur in the city where Practice is located within sixty (60) days after a party gives notice to the other party of its election to trigger this arbitration clause. The arbitrator shall be conducted chosen in accordance with the rules applicable to employment disputes of the Judicial AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service is no longer in effect, then the arbitration shall be conducted as set out above by the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association then in effect. The arbitrator may award attorneys’ fees and Mediation Services (“JAMS”) and the law applicable costs to the claimprevailing party. The parties shall have thirty (30) calendar days after notice share the costs of the arbitrator equally between them. Each party shall bear its own expenses of preparation for and participation in arbitration. The statute of limitations applicable to any claim shall be determined as if such claim were being asserted in the State where Practice is located, and such statute of limitations shall apply to preclude arbitration has been given of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to attempt to agree on the selection of an arbitrator from JAMS. In the event contrary, the parties are unable reserve the right to agree proceed at any time in such timeany court having jurisdiction or by self-help to exercise or prosecute the following remedies, JAMS will provide as applicable: (i) all rights of self-help, including peaceful occupation of real property and collection of rents, set off, and peaceful possession of personal property, (ii) pre-judgment garnishment or attachment of property, (iii) a list preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under any provision set forth herein, and (iv) when applicable, a judgment by confession of five (5) available arbitrators and an judgment. Preservation of these remedies does not limit the power of the arbitrator will to grant similar remedies that may be selected from such five member panel provided requested by JAMS a party in a dispute. The agreement to arbitrate set forth in this Section may only be enforced by the parties alternately striking out one name to this Agreement and their permitted successors and assigns, shall survive the termination or breach of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is shall be construed pursuant to and governed by the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat provisions of the arbitration shall be BostonFederal Arbitration Act, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph9 U.S.C. §1, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawet seq.

Arbitration. If Except as provided in 8.3, any controversy, dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, claim arising out of or relating to this AgreementAgreement or breach thereof shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation within [30] days of the controversy, dispute or Executive’s employment or Executive’s terminationclaim arising, including any claims the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS upon a reference being made within [ 15 ] days of discrimination or harassment the expiry of the aforesaid period of [30] days. If the parties are unsuccessful at resolving the dispute through mediation within [ 45 ] days of reference of the dispute to mediation, the parties agree to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures. Any such arbitration shall be held in violation of applicable law and any other aspect of Executive’s compensationOrange County, employment, or Executive’s terminationCalifornia. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of arbitrator shall determine how all expenses relating to the arbitration shall be Bostonpaid, Massachusettsincluding the respective expenses of each party, the fees of the arbitrator and the administrative fee of JAMS. The Company arbitrator shall pay set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the sole judgment of the arbitrator to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any arbitration brought pursuant indemnification claim in any Indemnification Demand or as to any other matter under this paragraphAgreement shall be subject to the limitations set forth in this Agreement and final, excludingbinding and conclusive upon the Parties. All such decisions shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, howeverjudgment, the cost of representation of Executive, unless such cost is awarded in accordance with law decree or otherwise order awarded by the arbitratorsarbitrator. Neither party nor an All payments required by the arbitrator shall be made within thirty days after the decision of the arbitrator is rendered. Judgment upon any award rendered by the arbitrator may disclose the existence, content or results of be entered in any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawcourt having jurisdiction.

Arbitration. If any dispute arises under this Agreement either the Provider Party or otherwise which cannot be resolved by mutual discussion between the partiesAdministrator Party wishes to pursue the Dispute as provided in Section 6.1, then the Company and Executive each agree such party shall submit it to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial American Arbitration and Mediation Services Association (“JAMSAAA”). In no event may any arbitration be initiated more than one (1) and year following, as applicable, the law applicable to end of the claimsixty (60) day negotiation period set forth in Section 6.1, or the date of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The parties arbitrator shall have thirty (30) calendar days after notice not award any punitive or exemplary damages of such arbitration has been given to attempt to agree on any kind, shall not vary or ignore the selection provisions of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationshall be bound by controlling law. The parties further Parties, CCHN and the Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys’ fees related to the arbitration except that the AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as provided for hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, although such party shall be obligated to file and pursue arbitration at the earliest reasonable opportunity. Judgment on the award rendered may be entered in any court having jurisdiction thereof. Nothing contained in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary Article VI shall limit a Party’s right to terminate this Agreement with or permanent injunctive relief pending arbitration without cause in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law7.2.

Arbitration. If You and Oaktree acknowledge and agree that, to the extent permitted by law, any dispute arises under this Agreement and all disputes, claims or otherwise which cannot controversies arising out of or relating to the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or any similar provision of state or federal statutory or common law) shall be resolved by mutual discussion between the parties, then the Company submitted to final and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall take place in employment law. Said arbitration will Los Angeles, California, and shall be conducted in accordance with the rules applicable to employment disputes provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the Judicial Arbitration demand for arbitration. The arbitration shall be held before and Mediation Services (“JAMS”) decided by a single neutral arbitrator, experienced in employment matters. You and Oaktree agree to participate in the arbitration in good faith. The arbitrator shall have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the law jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the arbitrator, the fees and costs of the arbitrator and the arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, that Oaktree shall pay a greater portion (including, if required, all) of the fees and costs of the arbitrator and the arbitration where required by applicable to the claimlaw. The parties arbitrator shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s terminationapply California substantive law, including any claims applicable statutes of discrimination or harassment in violation of limitation. Adequate discovery shall be permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The award of the arbitrator, which shall be in writing summarizing the basis for the decision, shall be final and binding upon the parties (subject only to limited review as required by law) and may be entered as a judgment in any other aspect court having competent jurisdiction, and the parties hereby consent to the jurisdiction of Executive’s compensationthe courts of the State of California. The details, employmentexistence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to, or Executive’s termination. The parties further agree witness in, the arbitration; provided, that arbitration a party may make such disclosures as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request are required by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11legal process; provided, 12further that a party may make such disclosures to its attorneys, 14 accountants or 15 hereof. The parties agree that other agents and representatives who reasonably need to know the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of disclosed information in connection with any arbitration brought pursuant to this paragraphSection 9(h) and who are obligated to keep such information confidential to the same extent as such party. If either you or Oaktree, excludingas the case may be, howeverreceives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the immediately preceding sentence, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as believes that it may be required by lawto disclose any such information, you or Oaktree, as the case may be, shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. To the extent necessary, disclosure of the EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and Oaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, claims or controversies that shall be separate and distinct from any arbitration pursuant to this Section 9(h).

Arbitration. If any Any dispute arises or controversy arising under or in connection with this Agreement or otherwise which cannot shall be resolved settled exclusively by mutual discussion between the partiesarbitration, then the Company and Executive each agree to resolve that dispute by binding arbitration conducted before an arbitrator experienced in employment law. Said arbitration will be conducted Denver, Colorado in accordance with the rules applicable to employment disputes of the Judicial American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction. Notwithstanding the foregoing, the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6, 7 or 8 of the Agreement. Only individuals who are: (i) lawyers engaged full-time in the practice of law and Mediation Services (“JAMS”ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the law applicable written decision of the arbitrator shall be valid, binding, final and non-appealable; provided, however, that the parties hereto agree that the arbitrator shall not be empowered to the claimaward punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSthereto. In the event action is brought to enforce the parties are unable to agree in such time, JAMS will provide a list provisions of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought Agreement pursuant to this paragraph, excluding, howeverSection 11.9, the cost non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both prevailing parties, except (1) as provided by Section 10 that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney’s fees and (2) as may be required by lawexpenses.

Arbitration. If any Any controversy, dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion claim (collectively, a "DISPUTE") between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment the breach, termination or Executive’s terminationvalidity thereof, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will shall be used instead of any court action, which is hereby expressly waived, except for any request finally settled by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law the commercial arbitration rules of the American Arbitration Association ("AAA") then pertaining. However, in all events, these arbitration provisions shall govern over any conflicting rules that may now or hereafter be contained in the AAA rules. The arbitration shall be held in the State of New York unless the parties mutually agree to have the arbitration held elsewhere, and judgment upon the award made therein may be entered by any court having jurisdiction in the State of New York; provided however, that nothing contained in this Article XVII shall be construed to limit or preclude a party from bringing any action in any court of competent jurisdiction for breaches by Executive of Executive’s injunctive or other provisional relief to compel another party to comply with its obligations under Sections 11, 12, 14 or 15 this Agreement during the pendency of the arbitration proceedings. Any judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the subject matter hereof. The parties agree arbitrator shall have the authority to grant any equitable and legal remedies that the seat would be available in any judicial proceeding instituted to resolve any claim hereunder. Any such arbitration will be conducted before a single arbitrator who shall be chosen by agreement of the arbitration parties, or, if the parties cannot agree, in accordance with the rules of the AAA. The arbitrator shall permit such discovery as he shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. Any such discovery shall be Boston, Massachusettslimited to information directly related to the controversy or claim in arbitration and shall be concluded within sixty (60) days after appointment of the third arbitrator. The Company substantially prevailing party in any arbitration hereunder, as determined by the arbitrator, shall pay be entitled to an award of a percentage of its reasonable costs incurred in connection therewith, including attorneys' fees, determined by dividing the cost amount actually awarded to the prevailing party by the amount claimed by the prevailing party. For any Dispute submitted to arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding. Upon the conclusion of any arbitration brought pursuant proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision reached and will deliver such documents to each party to this paragraph, excluding, however, Agreement along with a signed copy of the cost of representation of Executive, unless such cost is awarded award. The arbitrator chosen in accordance with law these provisions will not have the power to alter, amend or otherwise awarded by affect the arbitrators. Neither party nor an arbitrator may disclose terms of these arbitration provisions or the existence, content or results provisions of any arbitration hereunder without this Agreement and shall make his decision based on and in accordance with the prior written consent provisions of both parties, except (1) as provided by Section 10 and (2) as may be required by lawthis Agreement.

Arbitration. If any dispute arises under this Agreement or otherwise which canAll Disputes not mutually resolved between the parties shall be submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”), except to the extent (and only to that extent), if any, that a collective bargaining agreement (for example, the WGA) is applicable and requires that a Dispute be resolved by mutual discussion between pursuant to the parties, then the Company arbitration provisions of that collective bargaining agreement (or expressly permits either party to elect such resolution and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced such party elects such resolution) in employment law. Said arbitration will which case such Dispute shall be conducted resolved in accordance with the rules applicable to employment disputes arbitration provisions of the Judicial collective bargaining agreement. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Mediation Services Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) and in effect at the law applicable to time the claim. The parties shall have thirty request for arbitration is made (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin“Arbitration Rules”). The parties agree that this agreement the costs of the arbitration will be shared pro rata to arbitrate includes the extent permitted by law, including participation, if any, in the Optional Appeal Procedure. The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall have the authority to hear and grant motions to dismiss and/or motions for summary judgment/summary adjudication, applying the standards governing such motions under the Federal Rules of Civil Procedure and shall issue written opinions resolving such motions, if submitted. The arbitrator shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrator will provide a detailed written statement of the final decision, which will be part of the arbitration award (“Award”), and admissible in any judicial proceeding to confirm, correct or vacate the Award. Any Award favorable to me shall be limited to the fixing of compensation for Company’s use of the submitted Material, which shall bear a reasonable relation to compensation normally paid by you to persons of my present stature and experience for Company’s use of similar material (which in any event shall not exceed the minimum rate that would be due under the Writers Guild of America Theatrical and Television Basic Agreement in effect as of the date hereof for a made-for-cable, primetime, 30 or 60 minute (as applicable) story and teleplay at “bargain rates” (i.e., excluding minimums payable for pilot scripts, backup scripts, spin-offs, etc.). Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any Los Angeles state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final Award (following appeal, if applicable) within thirty (30) days of such disputes that Award being rendered, then the Company other party will have the right to enforce the final Award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including, without limitation, reasonable outside attorneys’ fees, incurred in enforcing the Award, to be paid by the party against whom enforcement is ordered. The parties and the arbitrator shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing, except as may have against Executivebe necessary to prepare for or conduct the arbitration hearing on the merits or as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or Executive may have against unless otherwise required by law or judicial decision; in all such cases, the Company and/or its related entities and/or employeesparties shall use reasonable efforts to maintain the confidential nature of the proceedings, including through efforts to secure appropriate protective orders, instruct witnesses as to confidentiality requirements, and submit pleadings under seal. The parties waive the right to seek punitive damages for any claim arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationAgreement to the extent permitted by law. The parties further each agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and resolution proceedings will be used instead of any court conducted only on an individual basis and not in a class, consolidated or representative action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.

Arbitration. If any dispute arises under The sole and exclusive method for resolving all disputes under, arising out of, related to, or in connection with this Agreement or otherwise which cannot shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted Atlanta, Georgia, in a proceeding administered by the Atlanta Office of the American Arbitration Association (“AAA”) in accordance with the rules applicable to employment disputes Commercial Dispute Resolution and Procedures of the Judicial Arbitration and Mediation Services Rules of the AAA (the “JAMSRules”) and the law applicable to the claim). The arbitration shall be conducted by a single arbitrator jointly appointed by the parties; provided, however, that if the parties shall have fail after good faith negotiation to agree on the arbitrator within thirty (30) calendar days after notice one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of such arbitration has been given either party to attempt participate in the proceedings. Discovery shall be limited to agree on mutual exchange of documents relevant to the selection of an arbitrator from JAMS. In the event dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties are unable otherwise agree or unless compelling need is demonstrated to agree the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in such timethe dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, JAMS will provide a list his conclusions of five (5) available arbitrators law, and an arbitrator will his reasoning in writing. The prevailing party shall be selected entitled to recover from such five member panel provided by JAMS the non-prevailing party, as determined by the parties alternately striking out one name arbitrator, all of a potential arbitrator until only one name remainsits costs and expenses, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator. The decision of the arbitrator shall be final and binding. The prevailing party shall be entitled to strike apply to, and obtain from, a court or tribunal having jurisdiction, an arbitrator first shall be selected by a toss of a coinorder enforcing the arbitrator’s decision. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for Notwithstanding anything contained in this Section 16(g) is 23 to the exclusive contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration this Section 23 shall not limit the remedies granted the Company in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law7(k).

Arbitration. If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company Final and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will accordance with this Section 10.7 shall be conducted in accordance with the rules applicable to employment disputes Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the Judicial American Arbitration and Mediation Services Association (“JAMSAAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the law applicable to values at risk. If the claimParties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The parties arbitration shall have thirty be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (3045) calendar days after notice the conclusion of such the arbitration has been given to attempt to agree hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the selection award is based, including the calculation of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsany damages awarded. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement authorized to arbitrate includes any such disputes that award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to extent expressly excluded under this Agreement, or Executive’s employment (ii) reform, modify or Executive’s termination, including materially change this Agreement or any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.other

Arbitration. If any dispute arises under The sole and exclusive method for resolving all disputes under, arising out of, related to, or in connection with this Agreement or otherwise which cannot shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted New York, New York, in a proceeding administered by the New York, New York Office of the American Arbitration Association (“AAA”) in accordance with the rules applicable to employment disputes Commercial Dispute Resolution and Procedures of the Judicial Arbitration and Mediation Services Rules of the AAA (the “JAMSRules”) and the law applicable to the claim). The arbitration shall be conducted by a single arbitrator jointly appointed by the parties; provided, however, that if the parties shall have fail after good faith negotiation to agree on the arbitrator within thirty (30) calendar days after notice one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of such arbitration has been given either party to attempt participate in the proceedings. Discovery shall be limited to agree on mutual exchange of documents relevant to the selection of an arbitrator from JAMS. In the event dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties are unable otherwise agree or unless compelling need is demonstrated to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsarbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. Each party shall bear all of its own costs and expenses related to any arbitration pursuant to this Section 23, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator, and the prevailing party shall not be entitled to strike an recover any such costs and expenses from the non-prevailing party. The decision of the arbitrator first shall be selected by a toss of a coinfinal and binding. The parties agree that this agreement prevailing party shall be entitled to arbitrate includes any such disputes that apply to, and obtain from, a court or tribunal having jurisdiction, an order enforcing the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executivearbitrator’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationdecision. The parties further agree that arbitration as provided for Notwithstanding anything contained in this Section 16(g) is 23 to the exclusive contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration this Section 23 shall not limit the remedies granted the Company in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law7(k).

Arbitration. If any the Senior Managements are not able to resolve such dispute arises referred to them under this Agreement or otherwise which cannot Section 11.2 within such [***] day period, then such dispute shall be resolved by mutual discussion between the parties, then the Company final and Executive each agree to resolve that dispute by binding arbitration before as follows: The Parties shall select a mutually agreeable arbitrator who has significant relevant experience in the subject matter of the disputed issue and no affiliation or pre-existing relationship with either Party. If the Parties cannot agree on an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with within [***] days after the rules applicable to employment disputes end of the [***] day period referred in Section 11.2 (or with respect to a Disputed Matter described in Section 11.4, after referral by a Party of such Disputed Matter to arbitration), either Party may request the Judicial Arbitration and Mediation Services (“JAMS”) in San Francisco, CA to appoint an arbitrator on behalf of the Parties in accordance with the commercial arbitration rules of JAMS, and the law applicable proceeding shall be conducted in accordance with JAMS rules. The arbitrator may decide any issue as to whether, or as to the claimextent to which, any dispute is subject to the arbitration and other dispute resolution provisions in this Supply Agreement. The parties arbitrator must base the award on the provisions of this Supply Agreement and must render the award in a writing which must include an explanation of the reasons for such award. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrator’s fees and expenses shall be shared equally by the Parties, unless the arbitrator in the award assesses such fees and expenses against one of the Parties or allocates such fees and expenses other than equally between the Parties. Each Party shall bear and pay its own expenses incurred in connection with any dispute resolution under this Section 11.3. Notwithstanding the foregoing, either Party shall have thirty (30) calendar days after notice the right, without waiving any right or remedy available to such Party under this Supply Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such arbitration has been given to attempt to agree on Party, pending the selection of an the arbitrator from JAMS. In hereunder or pending the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executivearbitrator’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat decision of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant dispute subject to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawarbitration.

Arbitration. If any dispute or controversy arises under or in connection with this Agreement or otherwise which canAgreement, is not be resolved by mutual discussion between the partieswithin a commercially reasonable time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutral arbitrator at a location mutually agreed between the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted within the state of the Company’s headquarters at such time in accordance with the rules applicable to employment disputes Employment Arbitration Rules & Procedures of the Judicial Arbitration and Mediation Services JAMS (“JAMS”) and the then in effect, in accordance with this Section 13(h), except as otherwise prohibited by any nonwaivable provision of applicable law applicable to the claimor regulation. The parties hereby agree that the arbitrator shall construe, interpret and enforce this Agreement in accordance with its express terms, and otherwise in accordance with the governing law as set forth in Section 13(a). Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the either Party shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of this Agreement and Executive hereby consents that such restraining order or injunction may be granted without requiring the other Party to post a bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have thirty (30) calendar the right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days after notice of such the conclusion of the arbitration has been given to attempt to agree on hearing, the selection arbitrator shall prepare written findings of an fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator from JAMSshall be valid, binding, final and enforceable by any court of competent jurisdiction. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating action is brought pursuant to this AgreementSection 13(h), or Executive’s employment or Executive’s terminationthe arbitrator shall have authority to award fees and costs to the prevailing party, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereoflaw. The parties agree that If in the seat opinion of the arbitration arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be Boston, Massachusettsconstrued as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement. The Company shall pay the cost of This dispute resolution process and any arbitration brought pursuant to this paragraph, excluding, however, hereunder shall be confidential and neither any Party nor the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may shall disclose the existence, content contents or results of any arbitration hereunder such process without the prior written consent of both partiesall Parties, except (1) where necessary or compelled in a Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration. The Company may also enjoin by Court action any breach of Sections 5-6 or 7 as provided permitted by Section 10 and (2) as may be required by law8.

Arbitration. If any dispute arises under This agreement to arbitrate (Section 12) shall be controlled by the Federal Arbitration Act, which governs the interpretation and enforcement of this Agreement or otherwise which cannot agreement to arbitrate. Any and all disputes between Employee and the Company that arise out of Employee’s employment, including disputes involving the terms of this Agreement, shall be resolved through final and binding arbitration. This shall include, without limitation, disputes relating to this Agreement, Employee’s employment by mutual discussion between the parties, then the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith and Executive each agree fair dealing, and any claims of discrimination or other claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, or any other federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to resolve that dispute time concerning in any way the subject of Employee’s employment with the Company or Employee’s termination. The only claims not covered by binding arbitration before an arbitrator experienced in employment lawthis agreement to arbitrate are claims for benefits under the workers’ compensation or unemployment insurance laws, which will be resolved pursuant to those laws. Said Notices of requests to arbitrate a covered claim must be made within the applicable statute of limitations. Binding arbitration will be conducted in Fairfax County, Virginia in accordance with the rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services Association (“JAMSAAA”) and ). Discovery may be carried out under the law applicable supervision of the arbitrator appointed pursuant to the claimrules of the AAA. Employee will be responsible for paying the same fee to initiate the arbitration that Employee would pay to file a civil lawsuit. The parties shall have thirty (30) calendar days after notice Company will pay any remaining cost of such the arbitration has been given to attempt to agree on filing and hearing fees, including the selection cost of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsarbitrator. The prevailing party shall be entitled to strike an arbitrator first shall be selected by a toss of a coinrecover its reasonable costs and attorneys’ fees. The parties agree Employee understands and agrees that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusettsinstead of any civil litigation and that this means that Employee is waiving Employee’s right to a jury trial as to such claims. The Company and Employee further understand and agree that the arbitrator will issue a written decision and that the arbitrator’s decision shall pay be final and binding to the cost fullest extent permitted by law and enforceable by any court having jurisdiction. The Company and Employee may bring claims against the other only in their individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. There shall be no right or authority for any dispute to be brought, heard, or arbitrated on a class, collective, or representative basis and the Arbitrator may not consolidate or join the claims of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law other persons or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as Parties who may be required by similarly situated. This arbitration section does not in any way alter Employee’s at-will status. In addition, this section does not apply or restrict either the Company or Employee from seeking equitable relief, including injunctive relief, from any court having competent jurisdiction, for violating this Agreement or any applicable law.

Arbitration. If Except as set forth in Section 3.1, any dispute arises disputes arising under or in connection with this Agreement, including, without limitation, those involving claims for specific performance or other equitable relief, will be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (the "AAA Rules") under the authority of federal and state arbitration statutes, and shall not be the subject of litigation in any forum. EXCEPT AS SET FORTH IN SECTION 3.1, EACH PARTY, BY SIGNING THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY TRIAL. The arbitration will be conducted only in Denver, Colorado, before a single arbitrator from the staff of the Judicial Arbiter Group, Inc. ("JAG") selected by the parties to such arbitration (or, if JAG is no longer in existence, before a single arbitrator selected by the parties in accordance with the AAA Rules) or, if they are unable to agree on an arbitrator, before a panel of three arbitrators selected from the staff of JAG (or, if JAG is no longer in existence, before a panel of three arbitrators selected in accordance with the AAA Rules), one selected by the Employee, one selected by the Employer and the third selected by the other two arbitrators. The arbitrators shall have full authority to order specific performance and award damages and other relief available under this Agreement or applicable law, but shall have no authority to add to, detract from, change or amend the terms of this Agreement (except as otherwise which cannot be resolved contemplated by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment Section 3.5) or existing law. Said All arbitration proceedings, including settlements and awards, shall be confidential. The decision of the arbitrators will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration final and Mediation Services (“JAMS”) binding, and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree judgment on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS award by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall arbitrators may be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment entered in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofcompetent jurisdiction. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawTHIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE.

Arbitration. If Employee shall submit any dispute arises under this or claim arising from or relating to the Agreement or otherwise which that cannot be resolved by mutual discussion between the parties, then the Company to mandatory and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced administered by the American Arbitration Association (“AAA”) to be held in employment Houston, Texas, U.S.A., except as otherwise required by law. Said The arbitration will shall be conducted in accordance with the rules applicable to employment disputes terms of the Judicial Arbitration and Mediation Services (“JAMS”) Plan and the law applicable to Commercial Arbitration Procedures of the claimAAA (the “Rules”). The arbitration shall be conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall have thirty select one and the third of which shall be mutually selected by the two (302) calendar days after notice of such arbitration has been given to attempt arbitrators; provided, that if the two (2) arbitrators are unable to agree on to the selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to this Section, the third arbitrator shall instead be selected by the AAA pursuant to the Rules. Each party in such an arbitrator arbitration proceeding shall be responsible for the costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from JAMSthe other party in the arbitration except that any and all charges that may be made for the cost of the arbitration and the fees of the arbitrators which shall in all circumstances be paid by the Company. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an arbitration award in connection with or concerning the parties are unable to agree in such time, JAMS will provide a list subject matter of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including any claims reasonable attorneys’ fees). Notwithstanding the provisions of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is 7, the exclusive and binding remedy for any such dispute and will be used instead of Company may, if it so chooses, bring an action in any court action, which is hereby expressly waived, except of competent jurisdiction for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executiveto enforce Employee’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law5.

Arbitration. If any a dispute arises under out of or relates to this Agreement Agreement, or otherwise which the breach thereof, and if said dispute cannot be resolved by mutual discussion between settled through negotiation, the parties, then Parties agree first to try in good faith to settle the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with mediation under the rules applicable to employment disputes Commercial Mediation Rules of the Judicial American Arbitration and Mediation Services (“JAMS”) and the law applicable Association, before resorting to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such timearbitration, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executivelitigation, or Executive may have against the Company and/or its related entities and/or employeessome other dispute resolution procedure as required by this (S) 9(N). Failing an adequate resolution by mediation, any controversy or claim arising out of or relating to this Agreement, Agreement or Executive’s employment or Executive’s terminationthe transactions contemplated hereby, including any claims controversy or claim arising out of discrimination or harassment relating to the Parties' decision to enter into this Agreement, shall be settled by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in violation the controversy and to be selected from the National Panel of applicable law and any other aspect Commercial Arbitrators (or successor panel, if any). If within 45 days after service of Executive’s compensationthe demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is then an arbitrator shall be appointed by the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration American Arbitration Association in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11its rules. Except as specifically provided in this (S) 9(N), 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded conducted in accordance with law or otherwise awarded the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in Orange County, California. Expenses related to the arbitration, including counsel fees, shall be borne by the arbitratorsParty incurring such expenses except to the extent otherwise provided herein. Neither party nor an The fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may disclose be entered in any court of competent jurisdiction. The arbitrator shall award the existence, content or results of prevailing Party in any arbitration hereunder without proceeding recovery of its attorneys' fees and other costs in connection with the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawarbitration from the non-prevailing Party.

Arbitration. If (a) Except with respect to disputes and claims arising under the Nonsolicitation and Confidentiality Agreement (which the parties hereto may pursue in any dispute arises under this Agreement court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of his or its own attorneys' fees and expenses, except to the extent otherwise which cannot be resolved required by mutual discussion between applicable law), each party hereto agrees that arbitration, pursuant to the parties, then procedures set forth in the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with National Rules for the rules applicable to employment disputes Resolution of Employment Disputes of the Judicial American Arbitration Association (as adopted and Mediation Services effective as of June 1, 1997 or such later version as may then be in effect) (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time"AAA Rules"), JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes the sole and exclusive method for resolving any such disputes that the Company may have against Executive, claim or Executive may have against the Company and/or its related entities and/or employees, dispute ("Claim") arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further hereto agree that arbitration as provided for in this Section 16(g(i) is one arbitrator shall be appointed pursuant to the exclusive and binding remedy for AAA Rules to conduct any such dispute arbitration, (ii) all meetings of the parties and will be used instead of all hearings with respect to any court actionsuch arbitration shall take place in Los Angeles, which is hereby expressly waivedCalifornia, (iii) each party to the arbitration shall bear his or its own costs and expenses (including, without limitation, all attorneys' fees and expenses, except for any request to the extent otherwise required by any applicable law) and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator's fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced, the costs of mediation as set forth in subparagraph (b) below, and the fees and expenses of attorneys, accountants and other experts) to the parties hereto based upon the relative fault of each such party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches as determined by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofthe arbitrator. The parties agree that the seat of the arbitration shall be Bostonjudgment, Massachusetts. The Company shall pay the cost award or other determination of any arbitration brought pursuant under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this paragraph 18 shall prohibit any party hereto from instituting litigation to this paragraphenforce any final judgment, excludingaward or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the federal courts (and, howeverif jurisdiction in the federal courts is not proper, then the cost of representation of Executivestate courts) sitting in Los Angeles, unless such cost is awarded in accordance with law or otherwise awarded by California, and agrees that either court shall be the arbitrators. Neither party nor an arbitrator may disclose exclusive forum for the existence, content or results enforcement of any arbitration hereunder without such final judgment, award or determination of the prior written consent arbitration. Each party hereto irrevocably consents to service of both partiesprocess by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, except (1) as provided by Section 10 and (2) as venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may be required by lawinitiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the arbitration.

Arbitration. If any dispute arises under this Agreement Any dispute, claim or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employeescontroversy based on, arising out of or relating to Consultant’s service or this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive Agreement shall be settled by final and binding remedy for any such dispute and will be used instead of any court actionarbitration in San Diego, which is hereby expressly waivedCalifornia, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration before a single neutral arbitrator in accordance with applicable law or for breaches the JAMS Employment Arbitration Rules and Procedures (the “Rules”), and judgment on the award rendered by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofthe arbitrator may be entered in any court having jurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Consultant and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the seat prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Consultant’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the arbitration shall be Bostondate of Consultant’s termination of service. Other costs of the arbitration, Massachusetts. The Company shall pay including the cost of any arbitration brought pursuant to this paragraphrecord or transcripts of the arbitration, excluding, howeverJAMS administrative fees, the cost fee of representation of Executivethe arbitrator, unless such cost is awarded in accordance with law or otherwise awarded and all other fees and costs, shall be borne by the arbitratorsCompany. Neither party nor an arbitrator may disclose This Section 7 is intended to be the existenceexclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Consultant’s service. This Agreement shall not limit either party’s right to obtain any provisional remedy, content including, without limitation, injunctive or results similar relief, from any court of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) competent jurisdiction as may be required by lawnecessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Consultant and the Company expressly waive their right to a jury trial.

Arbitration. If As a condition precedent to any right of action hereunder, any dispute arises under arising out of the interpretation, performance or breach of this Agreement Agreement, including the formation or otherwise which cannot validity thereof, shall be resolved by mutual discussion between the parties, then the Company and Executive each agree submitted for decision to resolve that dispute by binding arbitration before an arbitrator experienced in employment lawa panel of three arbitrators. Said Notice requesting arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration writing and Mediation Services (“JAMS”) sent certified mail, return receipt requested. One arbitrator shall be chosen by each party and the law applicable two arbitrators shall, before instituting the hearing, choose an impartial third arbitrator who shall preside at the hearing. If either party fails to the claim. The parties shall have appoint its arbitrator within thirty (30) calendar days after being requested to do so by the other party, the latter, after ten (10) days notice by certified mail of such arbitration has been given its intention to attempt to agree on do so, may appoint the selection of an arbitrator from JAMSsecond arbitrator. In If the event the parties two arbitrators are unable to agree in such timeupon the third arbitrator within thirty (30) days of their appointment, JAMS will provide a list each of five (5) available arbitrators them shall name two, of whom the other shall decline one and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first decision shall be selected made by a toss drawing lots. All arbitrators shall be disinterested active or retired executive officers of a coin. The parties agree that this agreement to arbitrate includes any such disputes that insurance or reinsurance companies, Underwriters at Lloyd's London not under the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out control of or relating either party to this Agreement, or Executive’s employment or Executive’s terminationa qualified arbitrator supplied by the AAA. Within thirty (30) days after notice of appointment of all arbitrators, including any claims of discrimination or harassment in violation of applicable law the panel shall meet and any other aspect of Executive’s compensationdetermine timely periods for briefs, employment, or Executive’s terminationdiscovery procedures and schedules for hearings. The parties further agree that panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Arbitration shall take place in Des Moines, Iowa. Insofar as the arbitration as provided for in this Section 16(g) is panel looks to substantive law, it shall consider the exclusive and binding remedy for any such dispute and will be used instead law of the State of Illinois. The decision of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration two arbitrators when rendered in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofwriting shall be final and binding. The parties agree that panel is empowered to grant interim relief as it may deem appropriate. The panel shall make its decision considering the seat custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be Boston, Massachusettsallocated by the panel. The Company shall pay panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the cost extent permitted by law. The panel is prohibited from awarding punitive, exemplary or treble damages, of whatever nature, in connection with any arbitration brought pursuant to proceeding concerning this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawAgreement.

Arbitration. If any dispute arises under a. In order to expedite the resolution of legal disputes, the parties agree to have disputes arising in connection with this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted finally settled in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties established in Exhibit H, which decision shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree be binding on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationparties. The parties further agree that the first such arbitration as proceeding initiated by either party shall be conducted at a location and under the auspices and arbitration rules (either the American Arbitration Association Rules or the Rules of Conciliation and Arbitration of the International Chamber of Commerce) selected by the non-complaining party; provided that English shall be the official language of all arbitration proceedings. For all subsequent arbitrations, the selection of location and choice of rules shall alternate between the parties, I.E., if the Licensor is the complaining party in the first arbitration under this Section, Licensee shall select the location and choice of rules for that arbitration and for the third, fifth, seventh, ET SEQ. arbitrations, and Licensor shall select the location and choice of rules for the second, fourth, sixth, ET SEQ. arbitrations. The parties further agree that notwithstanding this provision, either party may, consistent with the provisions of Section 17 herein, seek immediate injunctive relief in court prior to the initiation or pending resolution, of any dispute in arbitration. If the non-prevailing party does not comply with an arbitration decision, the prevailing party therein may immediately enforce the arbitration decision in an equitable proceeding in court with both parties' court costs and related attorney's fees paid by the non-prevailing party in the arbitration, unless the arbitration decision is modified, or not upheld or enforced, in which case each side shall bear its own costs and attorney's fees. Notwithstanding anything in this Section 16(g) is 26(a), Licensor or Hugo Boss may seek to enforce any of its rights to prevent the exclusive and binding remedy for unauthorized manufacture, sale or distribution of Licensed Products against any such dispute and will be used instead of entity in any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration tribunal anywhere in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawworld.

Arbitration. If any Any dispute arises or controversy arising under or in connection with this Agreement or otherwise which cannot shall be resolved settled exclusively by mutual discussion between the partiesarbitration, then the Company and Executive each agree to resolve that dispute by binding arbitration conducted before an arbitrator experienced in employment law. Said arbitration will be conducted New York, New York in accordance with the rules applicable to employment disputes of the Judicial American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6, 7 and Mediation Services (“JAMS”) 8 of the Agreement and the law applicable Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the claimpractice of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSthereto. In the event action is brought to enforce the parties are unable to agree in such time, JAMS will provide a list provisions of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought Agreement pursuant to this paragraphSection 22, excluding, however(x) if the Executive prevails in such action, the cost Company shall be required to pay the reasonable attorney's fees and expenses of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 Executive and (2y) as may be required by lawif the Company prevails in such action or if, in the opinion of the court or arbitrator deciding such action, there is no prevailing party, each party shall pay his or its own attorney's fees and expenses.

Arbitration. If any dispute arises under this Agreement Any failure to perform, controversy or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, claim arising out of or relating to this AgreementAgreement or the breach, termination or Executive’s employment validity thereof, other than an action for equitable relief or Executive’s terminationan action by the Company related to breach of Section 8, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will shall be used instead of any court action, which is hereby expressly waived, except for any request determined exclusively by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or the provisions of this Section 10 and in accordance with the rules of the American Arbitration Association for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofarbitrating commercial matters. The parties agree that the seat of the arbitration shall be Bostonheld in Tucson, MassachusettsArizona, or such other location as the Parties shall mutually agree. The Company arbitrators shall pay base their award on applicable Nevada law and judicial precedent, and shall accompany their award with written findings of fact and conclusions of law. The decision of the cost arbitrators shall be binding on the Parties, except that either Party may appeal the arbitrators’ decision by filing an action to reconsider the decision of the arbitrators in a court having jurisdiction hereunder. In any arbitration brought pursuant such action the arbitrators’ findings of fact shall be conclusive and binding on both Parties and the sole questions to this paragraphbe determined by the court shall be (i) whether or not the arbitrators’ decision was contrary to Nevada law and judicial precedent, excludingand (ii) if the court determines that the arbitrators’ decision was contrary to Nevada law and judicial precedent, then how the dispute shall be resolved based on the arbitrators’ findings of facts and Nevada law and judicial precedent. The decision of the court as to the resolution of the dispute under Nevada law and judicial precedent shall supersede the arbitrators’ decision. Judgment upon the award rendered by the arbitrators, as modified by the court, if applicable, may be entered in any court having jurisdiction in accordance herewith. All expenses and fees of the arbitrator and expenses for hearing facilities, stenographers, including reasonable attorneys’ fees and the costs of expert witnesses, and other expenses of the arbitrators shall be borne by the non-prevailing Party; provided, however, that the cost arbitrators may allocate a portion of representation of Executive, unless such cost expenses to the other Party if the arbitrators believe such a measure is awarded in accordance with law or otherwise awarded justified by the arbitrators. Neither party nor an arbitrator may disclose conduct of the existence, content or results of any arbitration hereunder without Parties during the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawarbitration.

Arbitration. If any a legally cognizable dispute arises under out of or relates to this Agreement or otherwise which the breach, termination or validity thereof, or the compensation, promotion, demotion, discipline, discharge or terms and conditions of employment of the Employee, if said dispute cannot be resolved by mutual discussion between through direct discussions, the parties, then the Company and Executive each parties voluntarily agree to resolve that settle the dispute by binding arbitration before an arbitrator experienced in employment lawthe American Arbitration Association ("AAA"). Said The arbitration will be conducted shall proceed in accordance with the rules applicable to employment disputes Employment Dispute Resolution Rules of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree AAA in effect on the selection date of an arbitrator from JAMS. In the event demand for arbitration, and judgment upon the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS award rendered by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall may be selected by a toss of a coin. The parties agree entered in any court having jurisdiction thereof; provided, however, that this agreement Section shall not generally apply to arbitrate includes claims or disputes involving the breach or alleged breach by Employee of any such disputes that of the Company may have against Executive, covenants or Executive may have against the Company obligations set forth in Sections 4 and/or its related entities and/or employees, arising out 7 of or relating to this Agreement, except that disputes involving the unauthorized use or Executive’s employment disclosure of Trade Secrets or Executive’s terminationConfidential Information, including or involving or concerning unfair competition or the noncompete provisions of this Agreement, may, at the Company's discretion, be settled by any court having jurisdiction thereof or decided by arbitration pursuant to this section. Disputes subject to binding arbitration pursuant to this section include all tort and contract claims as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances including, but not limited to, Title VII of discrimination or harassment the Civil Rights Act of 1964, as amended; the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in violation Employment Act, as amended; the Equal Pay Act; and the Employee Retirement Income Security Act of applicable law 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the Company's subsidiaries, affiliated and successor companies, agents and employees. Each party shall pay for its own fees and expenses of arbitration except that the cost of the arbitrator and any other aspect of Executive’s compensationfiling fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, employmenthowever, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive all reasonable costs and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request fees necessarily incurred by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that are subject to reimbursement from the seat other party at the discretion of the arbitrator. This arbitration provision shall be Boston, Massachusetts. The Company shall pay not apply to any claim arising in a state that bars or prohibits the cost arbitration of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawclaims.

Arbitration. If Executive shall submit any dispute arises under this or claim arising from or relating to the Agreement or otherwise which that cannot be resolved by mutual discussion between the parties, then the Company to mandatory and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced administered by the American Arbitration Association (“AAA”) to be held in employment law. Said Houston, Texas, U.S.A. The arbitration will shall be conducted in accordance with the rules applicable to employment disputes terms of the Judicial Arbitration and Mediation Services (“JAMS”) Plan and the law applicable to Commercial Arbitration Procedures of the claimAAA (the “Rules”). The arbitration shall be conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall have thirty select one and the third of which shall be mutually selected by the two (302) calendar days after notice of such arbitration has been given to attempt arbitrators; provided, that if the two (2) arbitrators are unable to agree on to the selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to this Section, the third arbitrator shall instead be selected by the AAA pursuant to the Rules. Each party in such an arbitrator arbitration proceeding shall be responsible for the costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from JAMSthe other party in the arbitration except that any and all charges that may be made for the cost of the arbitration and the fees of the arbitrators which shall in all circumstances be paid by the Company. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an arbitration award in connection with or concerning the parties are unable to agree in such time, JAMS will provide a list subject matter of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including any claims reasonable attorneys’ fees). Notwithstanding the provisions of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is 9, the exclusive and binding remedy for any such dispute and will be used instead of Employer may, if it so chooses, bring an action in any court action, which is hereby expressly waived, except of competent jurisdiction for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of to enforce Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law7.

Arbitration. If any dispute arises a. All disputes under this Agreement or otherwise which cannot shall be resolved settled by mutual discussion between arbitration in Miami, Florida, before a single arbitrator pursuant to the parties, then employment rules of arbitration (the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes “AAA Rules”) of the Judicial American Arbitration and Mediation Services Association (the “JAMSAAA”). Arbitration may be commenced at any time by any party hereto giving written notice (the “Arbitration Notice”) and the law applicable to the claimother party that such dispute has been referred to arbitration under this Section 7. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss the joint agreement of a cointhe Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. The Any award rendered by the arbitrator shall be conclusive and binding upon the parties agree hereto and not subject to appeal; provided, however, that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will award shall be used instead of any court action, which is hereby expressly waived, except for any request accompanied by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be Boston, Massachusettsspecifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Company expenses of the arbitrator shall pay initially be shared equally by the cost of any arbitration brought pursuant to this paragraph, excludingparties; provided, however, that the cost arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys’ fees and expenses and expenses of representation the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys’ fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of Executive, unless such cost is awarded in accordance with law any judicial proceedings relating to the specific enforcement of this Section 7 or otherwise awarded judgment upon the award rendered by the arbitrators. Neither arbitrator hereunder, in addition to any other relief to which the prevailing party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required entitled. For purposes of this Section 7, “attorneys’ fees” shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by lawthe attorney to the prevailing party.

Arbitration. If any Any claim, dispute arises under or controversy arising out of this Agreement, the interpretation, validity or enforceability of this Agreement or otherwise which canthe alleged breach thereof shall be submitted upon the request of either party to binding arbitration in Minneapolis, Minnesota; provided, however, that this arbitration provision shall not be resolved by mutual discussion between the parties, then preclude the Company and Executive each agree to resolve that dispute by binding from seeking injunctive relief as provided in Section 12. Such arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted shall proceed in accordance with the then-governing rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services Association (“JAMSAAA”) for Employment Dispute Resolutions or Commercial Arbitration, at the option of the petitioner. Judgment upon the award rendered may be entered and enforced in any court of competent jurisdiction. It is agreed that the law applicable to the claim. The parties shall have thirty choose a single, neutral arbitration from among a panel of not less then seven (307) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event proposed arbitrators and that the parties are unable may have no more than two (2) panels of arbitrators presented to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS them by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coinAAA. The parties agree that this agreement to arbitrate includes any such disputes that they will share equally the Company may have against Executivefees of the arbitrator, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and they shall each be responsible for their own attorneys’ fees and costs and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree filing fee paid by them unless the arbitrator determines that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any one party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay a greater portion of such costs and fees and states the cost of any arbitration brought pursuant to this paragraphjustification therefor. THE EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, excludingEMPLOYEE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, howeverRELATING TO, the cost of representation of ExecutiveOR IN CONNECTION WITH THIS AGREEMENT, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existenceOR THE INTERPRETATION, content or results of any arbitration hereunder without the prior written consent of both partiesVALIDITY, except (1) as provided by Section 10 and (2) as may be required by lawCONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.

Arbitration. If any dispute arises under Any unresolved Dispute or Selected Dispute between the Parties arising out of or in connection with this Agreement or otherwise which cannot shall be resolved by final and binding arbitration. Whenever a Party decides to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Arbitration shall be held in New York, New York, according to the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) in effect at the Effective Date, except as they may be modified herein or by mutual discussion between agreement of the partiesParties. All arbitration proceedings shall be CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, then AS AMENDED. conducted by three (3) arbitrators unless otherwise mutually agreed by the Company Parties. The claimant and Executive the respondent shall each agree to resolve that dispute by binding arbitration before nominate an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes ICC Rules, and the third arbitrator, who shall be the president of the Judicial Arbitration arbitral tribunal, shall be appointed by the two (2) Party-appointed arbitrators in consultation with the Parties. The arbitrators shall: (i) be disinterested, neutral, and Mediation Services independent from both Parties and all of their respective Affiliates; and (“JAMS”ii) have the requisite experience and expertise in licensing and partnering agreements in the law applicable pharmaceutical and biotechnology industries, shall have appropriate experience with respect to the claim. The parties subject matter(s) to be arbitrated, and shall have thirty (30) calendar days after notice of some experience in mediating or arbitrating issues relating to such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSagreements. In the event case of any Dispute involving an alleged failure to use Commercially Reasonable Efforts, the parties are unable to agree arbitrators shall in such timeaddition be an individual with experience and expertise in the worldwide development and commercialization of pharmaceuticals and the business, JAMS will provide a list of five (5) available arbitrators legal and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsscientific considerations related thereto. The party entitled Arbitrators shall have the authority to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement engage additional experts as necessary in order to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat facilitate resolution of the arbitration shall be BostonDispute or Selected Dispute, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawapplicable.

Arbitration. The Potato Expo and Exhibitor shall attempt in good faith to resolve any controversy or claim by negotiation or mediation. If any dispute arises they are unable to do so, the controversy(is) or claim(s) whether arising under this Agreement these rules and regulations or otherwise which cannot (collectively “Disputes”), shall be resolved by mutual discussion between the parties, then the Company and Executive each agree arbitration. All Disputes for arbitration shall be presented to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted one or more arbitrator(s) in accordance with the then-current Commercial Arbitration Rules and Mediation rules applicable to employment disputes and the laws of the Judicial District of Columbia, without regard to conflict of law principles. Arbitration shall be binding and Mediation Services (“JAMS”) shall afford the parties the same options for damage awards as would be available in court. Potato Expo and the law Exhibitor shall allow discovery, and all discovery disputes shall be decided exclusively by arbitration. Any damages shall be awarded only in accordance with applicable to the claimlaw. The parties shall have thirty (30) calendar days after notice share equally in all fees and expenses of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSarbitration. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excludingEach party, however, shall bear the cost expense of representation its own counsel, experts, witnesses, and preparation and presentation of Executiveevidence. In connection with any action seeking to collect monies awarded through the arbitration process, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. In any such arbitration proceeding or action seeking to collect monies awarded through the arbitration process, Potato Expo and Exhibitor consent to venue and jurisdiction in the District of Columbia. Entire Agreement The Exhibitor Terms & Agreement terms represent the entire agreement (“Agreement”) between Exhibitor and the Potato Expo, and there are no other agreements, understandings, representation, or warranties. Any modification of this Agreement must be agreed to in writing by Exhibitor and the Potato Expo. This Agreement cannot be assigned or otherwise transferred by Exhibitor, unless such cost permission is awarded granted in accordance with law or otherwise awarded writing by the arbitratorsPotato Expo. Neither party nor The rights of the Potato Expo under this Agreement shall not be deemed waived except as specifically stated in writing signed by an arbitrator may disclose authorized officer of the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawPotato Expo.

Arbitration. If any dispute arises under this Agreement All disputes arising from or otherwise which cannot be resolved by mutual discussion between related to the parties, then performance of Landlord's Work or the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes interpretation of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first Design Documents shall be selected by a toss of a coin. The parties agree that this agreement submitted to arbitrate includes any such disputes that and resolved in arbitration under the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat Construction Industry Rules of the arbitration shall be American Arbitration Association, before the Arbitrator (as hereinafter defined), in Boston, Massachusetts. The Company Any award entered by the Arbitrator shall pay be final and binding upon the cost parties thereto. Judgment upon any award rendered by the Arbitrator may be entered in any court having competent jurisdiction. Notwithstanding the foregoing, disputes with respect to whether (i) the Schematic Design Documents are in compliance with the Preliminary Design Concept, (ii) the Design Development Documents are in compliance with the Schematic Design Development Documents, or (iii) the Final Design Documents are in compliance with the Design Development Documents, shall be summarily decided by the Arbitrator and disputes concerning the achievement of the Substantial Completion Date shall be determined by the Arbitrator, in each case without resort to formal arbitration under the Construction Industry Rules of the American Arbitration Association, and the Arbitrator's decision thereon shall be binding on the parties. Otherwise, such disputes shall be resolved in arbitration as set forth herein. Arbitration proceedings under this Section 10.13 shall, upon motion of any party, be consolidated with arbitration brought pursuant proceedings pending between other parties relating to this paragraph, excluding, howeverthe Landlord's Work, the cost same transaction, the same subject matter, and/or involving related substantive rights. All parties hereby consent to such consolidation. In addition to the foregoing, any party to any agreement, whose rights or performance is involved in an arbitration proceeding hereunder, may be joined as a party in any arbitration proceeding instituted hereunder. Consolidation and joinder hereunder shall be by order of representation of Executivethe Arbitrator. If the Arbitrator shall fail, unless upon motion, to make such cost is awarded in accordance with law or otherwise awarded by an order, any party may apply to the arbitratorsSuperior Court for Middlesex County, Massachusetts for such an order. Neither party nor an arbitrator the Arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. All administrative fees and expenses of the arbitration shall be borne equally by the parties. Each party shall bear the expense of its own counsel, except experts, witnesses, and preparation and presentation of proofs. There shall be a single arbitrator, who shall be experienced as an arbitrator and who shall be either a registered engineer, architect, or general contractor engaged in business in Massachusetts, for at least ten (110) as provided years, and familiar with issues generally similar to those in dispute, and who shall not have had any dealings with either party within the five-year period immediately preceding such dispute (the "Arbitrator"). If Landlord and Tenant are unable to agree upon the Arbitrator within ten (10) days after submission of a dispute to arbitration, then either Landlord or Tenant may request that the then President of the Boston Bar Association select the Arbitrator. Each party shall bear half the cost of the Arbitrator. The right to arbitrate shall not be deemed to be a limitation of the rights or remedies of either party in aid of arbitration under any and all applicable laws, unless expressly waived, by Section 10 and (2) as may such party hereto. All arbitration proceedings shall be required by lawconducted in Boston, Massachusetts.

Arbitration. If Any controversy, dispute or claim arising out of or relating in any dispute arises under way to this Agreement or otherwise which the other agreements contemplated hereby or the transactions arising hereunder or thereunder that cannot be resolved by mutual discussion between the partiesnegotiation pursuant to paragraph (a) above shall, then the Company and Executive each agree to resolve that dispute be settled exclusively by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted Hong Kong and in accordance with the rules applicable to employment disputes current Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimInternational Chamber of Commerce. The parties shall have thirty (30) calendar days after notice endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSthis contract. In the event the parties are unable to agree in such timeupon an arbitrator, JAMS each party will provide a list of five (5) available arbitrators and select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be selected from such five member panel provided by JAMS in English. The fees and expenses of the arbitrator shall be shared equally by the parties alternately striking out one name and advanced by them from time to time as required; provided that at the conclusion of a potential the arbitration, the arbitrator until only one name remainsmay award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in the judgment of the arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing. The party entitled arbitrator shall render his or her award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as contrary provided for in this Section 16(g) 16.15 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the exclusive status quo until such time as the arbitration panel is convened and binding remedy available to hear such party's request for temporary relief. The award rendered by the arbitrator shall be final and not subject to judicial review and judgment thereon may be entered in any such dispute and court of competent jurisdiction. Any monetary award will be used instead made and payable in U.S. dollars free of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary tax or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawother deduction.

Arbitration. If any Any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Change of Control Agreement or the alleged breach of it, or the making of this Change of Control Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or Executivefederal judge or an attorney who has practiced business law or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Change of Control Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Change of Control Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. Unless otherwise ordered by the arbitrator, the parties shall share equally in the payment of the fees and expenses of the arbitrator. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of the prevailing party’s employment or Executive’s terminationcosts and fees, including any claims of discrimination or harassment in violation of applicable law the arbitrator’s fees, and any other aspect of Executiveexpenses, and the prevailing party’s compensationtravel expenses, employmentout-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost place of any arbitration brought pursuant to this paragraphproceedings shall be Hennepin County, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawMinnesota.

Arbitration. If any dispute arises under this Agreement Any dispute, claim or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employeescontroversy based on, arising out of or relating to this Agreement, or Executive’s employment or Executive’s terminationthis Agreement shall be settled by final and binding arbitration in San Diego, including California, before a single neutral arbitrator in accordance with the JAMS Employment Arbitration Rules and Procedures (the “Rules”), and judgment on the award rendered by the arbitrator may be entered in any claims court having jurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of discrimination its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or harassment her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in violation of applicable law and any other aspect no event later than the last day of Executive’s compensationtaxable year following the taxable year in which the fees, employmentcosts and expenses were incurred; provided, or Executive’s termination. The parties further agree further, that arbitration as provided for in the parties’ obligations pursuant to this Section 16(gsentence shall terminate on the tenth (10th) is anniversary of the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive date of Executive’s obligations under Sections 11, 12, 14 or 15 hereoftermination of employment. The parties agree that the seat Other costs of the arbitration shall be Bostonarbitration, Massachusetts. The Company shall pay including the cost of any arbitration brought pursuant record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this paragraph, excludingAgreement or relating to Executive’s employment; provided, however, that Executive shall retain the cost right to file administrative charges with or seek relief through any government agency of representation competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of Executive, unless such cost is awarded in accordance with law or otherwise awarded by an award of wages and/or waiting time penalties shall be arbitrated pursuant to the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results terms of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 this Agreement; and (2c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any similar state agency in any applicable jurisdiction); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be required by lawnecessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a jury trial.

Arbitration. If Any controversy arising under or related to this Agreement that is neither within the authority of the JCC to resolve nor has been resolved pursuant to Section 11.1, as applicable (excluding, in any event, any dispute arises relating to patent scope, validity or infringement arising under this Agreement or otherwise which cannot as to specific performance under Section 13.12(b), shall be resolved settled by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes then existing International Arbitration Rules of the Judicial Arbitration and Mediation Services International Centre for Dispute Resolution. Upon request by either Party, arbitration will be by a panel of three (“JAMS”3) and the law applicable to the claim. The parties shall have arbitrators within thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on request. Each Party shall select one arbitrator and the selection of an arbitrator from JAMSthird shall be mutually agreed upon in writing by both Parties. In any such arbitration, Otsuka and GW Pharma shall select a panel with relevant experience in the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainspharmaceutical industry. The party entitled to strike an arbitrator first arbitrators shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be selected by a toss authorized to award compensatory damages, but shall not be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of a coin. The parties agree that this agreement consortium, (ii) to arbitrate includes any such disputes that the Company may have against Executiveaward punitive damages, or Executive may have against the Company and/or its related entities and/or employees(iii) to reform, arising out of modify or relating to materially change this Agreement, the Manufacturing and Supply Agreement or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, agreements contemplated hereunder or Executive’s terminationthereunder. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for arbitrators also shall be authorized to grant any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive equitable remedy or relief pending arbitration in accordance with applicable law they deem just and equitable and within the scope of this Agreement and/or the Manufacturing and Supply Agreement, as applicable, including, without limitation, an injunction or order for breaches by Executive of Executivespecific performance. Each Party shall bear its own attorney’s obligations under Sections 11fees, 12, 14 or 15 hereof. The parties agree that the seat costs and disbursements arising out of the arbitration shall be Boston, Massachusetts. The Company and shall pay an equal share of the cost fees and costs of any arbitration brought pursuant to this paragraph, excludingthe arbitrators; provided, however, the cost arbitrators shall be authorized to determine whether a Party is the prevailing Party and if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator Each Party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may disclose otherwise be available if a claim between the existenceParties were determined by litigation in court, content including, without limitation, the right to seek or results obtain certain types of any arbitration hereunder without damages precluded by this provision, the prior written consent right to a jury trial, certain rights of both parties, except (1) as provided appeal and a right to invoke formal rules of procedure and evidence. Judgment upon the award rendered by Section 10 the panel shall be final and (2) as non-appealable and may be required by lawentered in any court having jurisdiction thereof. The Parties shall be entitled to all discovery in like manner as if the arbitration were a civil suit in the New York Supreme Court. Any arbitration under this Article 11 shall be held in New York, New York, if GW Pharma instigates proceedings and in London, England if Otsuka initiates proceedings unless the Parties hereto mutually agree in writing to another place.

Arbitration. If Except as otherwise provided in Section 17, any dispute arises under this Agreement controversy or otherwise which cannot be resolved by mutual discussion claim between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes or any of the Judicial Arbitration and Mediation Services (“JAMS”) its affiliates and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this AgreementAgreement or its termination or any other dispute between the parties, whether arising in tort, contract, or Executive’s employment pursuant to a statute, regulation, or Executive’s terminationordinance now in existence or which may in the future be enacted or recognized will be settled and determined by a single arbitrator whose award will be accepted as final and binding upon the parties. The arbitration shall be conducted in Chicago, Illinois and in accordance with the American Arbitration Association (“AAA”) Employment Arbitration Rules in effect at the time such arbitration is properly initiated. To the extent that any of the AAA rules or anything in the Agreement conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern. The costs of the arbitration, including administrative fees and fees charged by the arbitrator, will be borne by the Company. Each party will bear its or his own travel expenses and attorneys’ fees: provided, however that the arbitrator (i) shall award attorneys’ fees to the Executive with respect to any claims claim for breach of discrimination or harassment in violation of applicable this Agreement on which he is the prevailing party and may award attorneys’ fees to the Executive as otherwise allowed by law and (ii) shall award attorneys’ fees to the Company with respect to any claim brought under Section 17 on which it is the prevailing party and may award attorneys’ fees to the Company with respect to any other aspect claim on which it is the prevailing party and it is determined by the arbitrator that such claim by the Executive was frivolous in that it presented no colorable arguments for recovery; but the maximum amount of Executive’s compensation, employment, or Executive’s terminationattorneys’ fees that may be awarded to the Company other than with respect to any claim brought under Section 17 shall not exceed one hundred thousand dollars ($100,000). The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will shall be used instead of any court action, which is civil litigation; and the Executive hereby expressly waived, except for waives any request right to a jury trial. The arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any party for temporary, preliminary or permanent court having jurisdiction thereof. In any situation in which emergency injunctive relief pending arbitration in accordance with applicable law or for breaches may be necessary, either party may seek such relief from a court until such time as the arbitrator is able to address the matter covered by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofthis Section 21. The Both parties agree that the seat of state and federal courts located in Chicago, Illinois, will be the arbitration shall be Bostonsole venue for any such action involving emergency injunctive relief, Massachusettsand the parties submit to personal jurisdiction in these courts for this purpose. The Company shall pay the cost of Judgment upon any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded award rendered by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of be entered in any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawcourt having jurisdiction thereof.

Arbitration. If any dispute arises under this Agreement Any controversy or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, claim arising out of or relating to this Agreement, or Executive’s employment or Executive’s terminationany alleged breach hereof shall be finally determined by a single arbitrator, including any claims jointly selected by the Employee and Employer, provided that if Employee and Employer are unable to agree upon a single arbitrator after reasonable efforts, the arbitrator shall be an impartial arbitrator selected by the American Arbitration Association. Each party hereto shall share equally the costs of discrimination or harassment in violation of applicable law the arbitrator, and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat costs of arbitration shall not be subject to reapportionment by the arbitrator; provided, however, that if following a termination of Employee’s employment that follows a Change in Control or if following a termination of Employee’s employment for Good Reason that follows any person other than Xxxxx X. Xxxxx or Xxxxxx X. Xxxxxxx commencing service as the senior most executive officer of Mednax, Employee seeks arbitration to enforce the terms of this Agreement, Employer shall bear all costs associated with such arbitration, including but not limited to all costs of the arbitrator, and shall reimburse Employee on a monthly basis for his reasonable legal and other expenses, including all fees, incurred in connection with any such arbitration. The arbitration proceedings shall be held in Sunrise, Florida, unless otherwise mutually agreed by the parties, and shall be conducted in accordance with the American Arbitration Association National Rules for the Resolution of Employment Disputes then in effect. Judgment on the award rendered by the arbitration panel may be entered and enforced by any court having jurisdiction thereof. Any such arbitration shall be Bostontreated as confidential by all parties thereto, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with except as otherwise provided by law or as otherwise awarded necessary to enforce any judgment or order issued by the arbitrators. Neither Notwithstanding anything herein to the contrary, if Employer or Employee shall require immediate injunctive relief, then the party nor an arbitrator may disclose shall be entitled to seek such relief in any court having jurisdiction, and if the existenceparty elects to do so, content or results the other party hereby consents to the jurisdiction of the state and federal courts sitting in the State of Florida and to the applicable service of process. Employee and Employer hereby waive and agree not to assert, to the fullest extent permitted by applicable law, any arbitration hereunder without claim that (i) they are not subject to the prior written consent jurisdiction of both partiessuch courts, except (1ii) as provided they are immune from any legal process issued by Section 10 such courts and (2iii) as may any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. In the event that either party hereto brings suit seeking injunctive relief, the party found to be required at fault shall pay all reasonable court costs and attorneys’ fees of the other, whether such costs and fees are incurred in a court of original jurisdiction or one or more courts of appellate jurisdiction. Notwithstanding the foregoing, in the event that Employer brings suit against Employee seeking injunctive relief, Employer agrees to advance all of Employee’s reasonable legal and other expenses, including all fees, incurred by lawthe Employee in connection with such action, provided, however, that if Employer ultimately prevails in seeking injunctive relief, Employee shall reimburse Employer all such advanced legal fees and other expenses.

Arbitration. If (a) Except with respect to disputes and claims under Paragraphs 5, 6 and 7 hereof (which the parties hereto may pursue in any dispute arises under this Agreement or court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise which cannot be resolved required by mutual discussion between applicable law), each party hereto agrees that arbitration, pursuant to the parties, then procedures set forth in the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with National Rules for the rules applicable to employment disputes Resolution of Employment Disputes of the Judicial American Arbitration Association (as adopted and Mediation Services effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), shall be the sole and exclusive method for resolving any claim or dispute (“JAMSClaim”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further hereto agree that arbitration as provided for in this Section 16(g(i) is one arbitrator shall be appointed pursuant to the exclusive and binding remedy for AAA Rules to conduct any such dispute arbitration, (ii) all meetings of the parties and will be used instead of all hearings with respect to any court actionsuch arbitration shall take place in Minneapolis, which is hereby expressly waivedMinnesota, (iii) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except for any request to the extent otherwise provided by any party for temporaryapplicable law), preliminary or permanent injunctive relief pending (iv) all costs and expenses of the arbitration in accordance with applicable law or for breaches proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofthe parties hereto. The parties agree that the seat of the arbitration shall be Bostonjudgment, Massachusetts. The Company shall pay the cost award or other determination of any arbitration brought pursuant under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this Paragraph 25 shall prohibit any party hereto from instituting litigation to this paragraphenforce any final judgment, excludingaward or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the appropriate state courts sitting in Minneapolis, howeverMinnesota, and agrees that either court shall be the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by exclusive forum for the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results enforcement of any arbitration hereunder without such final judgment, award or determination of the prior written consent arbitration. Each party hereto irrevocably consents to service of both partiesprocess by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, except (1) as provided by Section 10 and (2) as venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may be required by lawinitiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the arbitration.

Arbitration. If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the partiesExcept as provided for in Section 7(b), then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, claim or Executive may have against the Company and/or its related entities and/or employees, controversy arising out of or relating to this AgreementAgreement or any breach thereof ("Arbitrable Dispute") shall be settled by arbitration if such claim or controversy is not otherwise settled; provided, however that nothing set forth herein shall in any way limit the Company's ability to seek and obtain injunctive relief in aid of arbitration from any court of competent jurisdiction. This arbitration agreement applies to, among others, disputes about the validity, interpretation, or Executive’s employment effect of this Agreement. The arbitration shall take place in New York, New York, or Executive’s terminationsuch other location as to which the parties may mutually agree. Except as expressly set forth herein, including all arbitration proceedings under this Section 12(h) shall be undertaken in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") then in force only before individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. The arbitrator may not modify or change this Agreement in any claims way and shall not be empowered to award punitive damages against any party to such arbitration. Each party shall pay the fees of discrimination or harassment in violation such party's attorneys, the expenses of applicable law such party's witnesses, and any other aspect expenses that such party incurs in connection with the arbitration, but all other costs of Executive’s compensationthe arbitration, employmentincluding the fees of the arbitrator, the cost of any record or Executive’s terminationtranscript of the arbitration, administrative fees, and other fees and costs shall be paid in equal shares by Executive and the Company. The parties further agree that arbitration Except as provided for in Section 7(b), arbitration in this Section 16(g) is manner shall be the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request Arbitrable Dispute. Should Executive or the Company attempt to resolve an Arbitrable Dispute by any party for temporary, preliminary or permanent injunctive relief pending method other than arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, howeverSection, the cost responding party will be entitled to recover from the initiating party all damages, expenses, and attorneys' fees incurred as a result of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawthat breach.

Arbitration. If In the event any dispute claim or controversy arises under or concerning any provision of this Agreement or otherwise which cannot be resolved by mutual discussion between Agreement, including the partiestermination provision (Paragraph 10), then the Company and Executive each hereby agree to resolve that dispute such claim or controversy shall be settled by final, binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes Employment Dispute Resolution Rules of the Judicial American Arbitration Association, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties Executive are unable to agree in such timeupon an impartial arbitrator within five (5) days of a request for arbitration, JAMS will provide the parties shall request a list panel of five (5) available labor and employment arbitrators from the American Arbitration Association and an shall alternatively strike names until a single arbitrator will be selected from such five member panel provided by JAMS remains. Arbitration shall occur, if practicable, in Santa Xxxxxxx County, CA. Judgment upon the award rendered by the parties alternately striking out one name of a potential arbitrator until only one name remainsmay be entered in any court having jurisdiction thereof. The party entitled Depositions may be taken and other discovery may be obtained during such arbitration proceedings to strike an arbitrator first shall be selected the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by a toss of a cointhe arbitrator. The parties agree that shall share equally in the costs of conducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to recover its reasonable attorneys' fees. Notwithstanding the foregoing, nothing herein shall preclude or limit Company from seeking injunctive relief from a court of competent jurisdiction. Executive acknowledges and agrees that, by agreeing to this agreement provision, he is agreeing to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or claim relating to his employment, whether or not it arises under the terms of this Agreement, or Executive’s employment or Executive’s terminationthat may arise under federal and state laws including, including any but not limited to, claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations arising under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, howeverTitle VII, the cost of representation of ExecutiveAge Discrimination in Employment Act, unless such cost is awarded in accordance the Americans with law or otherwise awarded by Disabilities Act and the arbitratorsFair Employment and Housing Act. Neither party nor an arbitrator may disclose the existenceEXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, content or results of any arbitration hereunder without the prior written consent of both partiesEITHER STATE OR FEDERAL, except (1) as provided by Section 10 and (2) as may be required by lawAND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

Arbitration. If any dispute arises under this Agreement either the Provider Party or otherwise which cannot be resolved by mutual discussion between the partiesAdministrator Party wishes to pursue the Dispute as provided in Section 6.1, then the Company and Executive each agree such party shall submit it to resolve that dispute by non-binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial American Arbitration and Mediation Services Association (“JAMSAAA”). In no event may any arbitration be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in Section 6.1, or the date of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be bound by controlling law. The Parties and the law applicable Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys’ fees related to the claimarbitration except that the AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The parties existence of a Dispute or arbitration proceeding shall have thirty (30) calendar days after notice not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, although such party shall be obligated to file and pursue arbitration has been given to attempt to agree at the earliest reasonable opportunity. Judgment on the selection of an arbitrator award rendered may be entered in any court having jurisdiction thereof. Nothing contained in this Article VI shall limit a Party’s right to terminate this Agreement with or without cause in accordance with Section 7.2. In addition, nothing contained in this Article VI prohibits the parties from JAMSpursuing remedies available under the Regulatroy Requirements. In the event litigation is initiated, the parties are unable Parties agree to agree in such time, JAMS will provide waive any right to a list of five (5) available arbitrators trial by jury and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party that neither Party is entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executivespecial, indirect, punitive or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawexemplary damages.

Arbitration. If any Any dispute arises under arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act of 1996 of the United Kingdom or otherwise which cannot be resolved by mutual discussion between any statutory modification or re-enactment thereof save to the parties, then extent necessary to give effect to the Company and Executive each agree to resolve that dispute by binding provisions of this Article. The arbitration before an arbitrator experienced in employment law. Said arbitration will shall be conducted in accordance with the rules applicable London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. Arbitration shall be before three arbitrators. A Party wishing to employment disputes of the Judicial Arbitration refer a dispute to arbitration shall appoint its arbitrator and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after send notice of such appointment in writing to the other Parties, requiring the other Party(ies) to appoint its/ their own arbitrator within 14 calendar days of that notice, and stating that it will appoint its arbitrator as sole arbitrator unless the other Party(ies) appoint(s) its/ their own arbitrator and give notice that it/they has (have) done so within the 14 days specified. If the other Party(ies) do(es) not appoint its/ their own arbitrator and give notice that it/ they has (have) done so within the 14 days specified, the Party referring a dispute to arbitration has LEGAL\34560471\1 INDAMEX CROSS SPACE CHARTER, SAILING AND COOPERATIVE WORKING AGREEMENT Agreement No. 011830-012 (7th Edition) First Revised Page No. 13 may, without the requirement of any further prior notice to the other Party(ies), appoint its arbitrator as sole arbitrator and shall advise the other Party(ies) accordingly. The award of a sole arbitrator shall be binding on all Parties as if he had been given appointed by agreement. Nothing herein shall prevent the Parties from agreeing in writing to attempt vary these provisions to agree on provide for the selection appointment of an arbitrator from JAMSa sole arbitrator. In cases where neither the event claim nor any counterclaim exceeds the parties are unable to agree in such time, JAMS will provide a list sum of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of US$ 100,000 the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded conducted in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose LMAA Small Claims Procedure current at the existence, content or results of any time when arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawproceedings are commenced.

Arbitration. If any the Parties mutually agree to resolve a dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the partiesbinding arbitration, then the Company and Executive each agree to resolve that Parties shall submit such dispute for resolution by binding arbitration before an arbitrator experienced a tribunal of three (3) arbitrators under the [***] Rules, as then in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimeffect. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executiveseat, or Executive may have against the Company and/or its related entities and/or employeeslegal place, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston[***]. Each Party shall nominate one arbitrator and the third arbitrator shall be nominated by the two Party- nominated arbitrators within [***] days after the second arbitrator’s appointment. If a Party does not nominate its arbitrator within [***] days following the expiry of the allotted period, Massachusetts. The Company then such arbitrator shall pay be appointed by the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded [***] in accordance with its rules. Any arbitrator appointed by the [***] shall have substantial experience in the pharmaceutical industry. The arbitration shall be conducted, and all documents submitted to the arbitrators shall be, in English. Each Party shall bear its own legal costs for its counsel and other expenses, and the Parties shall equally share the fees of the arbitration; provided that the arbitrators shall have the discretion to provide that the losing party is responsible for all or a portion of such costs and fees and in such case the arbitral award will so provide. The arbitrators shall have no power to award punitive, special, incidental, or consequential damages. In no event shall the arbitrators assign a value to any issue greater than the greatest value for such issue claimed by either Party or less than the smallest value for such issue for such item claimed by either Party. The award shall be final and binding upon the Parties and the Parties undertake to carry out any award without delay. Judgment on the award rendered by arbitration may be entered in any court of competent jurisdiction. Except to the extent necessary to confirm, enforce, or challenge an award of the arbitration, to protect or pursue a legal right, or as otherwise required by applicable law or otherwise awarded by the arbitrators. Neither party regulation or securities exchange, neither Party nor an any arbitrator may disclose the existence, content content, or results of any arbitration hereunder without the prior written consent of both partiesParties. Notwithstanding anything to the contrary in the foregoing, except (1) as provided in no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy, or claim would be barred by Section 10 and (2) as may the applicable [***] statute of limitations. Any disputes concerning the propriety of the commencement of the arbitration shall be required finally settled by lawthe arbitral tribunal.

Arbitration. If Executive and the Corporation shall submit any dispute arises disputes arising under this Agreement to an arbitration panel conducting a binding arbitration in Hartford, Connecticut or otherwise which cannot at such other location as may be resolved by mutual discussion between agreeable to the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes National Rules for the Resolution of Employment Disputes of the Judicial American Arbitration Association in effect on the date of such arbitration (the "Rules"), and Mediation Services (“JAMS”) judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof; PROVIDED, HOWEVER, that nothing herein shall impair the Corporation's right to seek equitable relief for any breach or threatened breach of Section 8 or Section 9. The award of the arbitrators shall be final and shall be the law applicable sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accountings presented to the claimarbitration panel. The parties hereto further agree that the arbitration panel shall have consist of one (1) person mutually acceptable to the Corporation and Executive, PROVIDED that if the parties cannot agree on an arbitrator within thirty (30) calendar days after of filing a notice of such arbitration has been given to attempt to agree on arbitration, the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by the manager of the principal office of the American Arbitration Association serving Hartford County in the State of Connecticut. Each party will pay for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless (i) the party prevails on a toss claim for which attorney's fees and expenses are recoverable under the Rules and those amounts are included as part of the award or (ii) Executive prevails on a coinclaim for breach of this Agreement after the Corporation has terminated Executive pursuant to Section 12c(ix) hereof, in which case, the Corporation will pay for Executive's above-described fees and expenses related to such claim). The parties agree Any action to enforce or vacate the arbitrator's award shall be governed by the federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Corporation or Executive pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney's fees related to such action. Executive acknowledges and expressly agrees that this agreement arbitration provision constitutes a voluntary waiver of trial by jury in any action or proceeding to arbitrate includes any such disputes that which Executive and the Company Corporation may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, be parties arising out of or relating pertaining to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.

Arbitration. If To the extent permissible by law, the parties irrevocably agree that any dispute arises under this Agreement or otherwise shall be referred to arbitration governed by the Federal Arbitration Act (“FAA”). A party may commence arbitration following the mediation procedure set forth in clause 27 by delivering notice to the other party of written notice a written notice of arbitration, which cannot shall include a concise description of the dispute submitted for arbitration, the facts supporting the party’s position, and the relief sought. Any election to arbitrate, at any time, shall be final and binding on the other party. All disputes will be resolved before a neutral arbitrator selected jointly by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules applicable and procedures are available at the JAMS website xxx.xxxxxxx.xxx. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the State of New York. The parties may litigate in court to employment disputes of compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the Judicial Arbitration and Mediation Services (“JAMS”) and award entered by the law applicable to the claimarbitrator. The parties shall have thirty cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (30including electronically stored information) calendar days relevant to the Dispute immediately after notice commencement of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSarbitration. In Notwithstanding the event the parties are unable to agree in such timeforegoing, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for nothing in this Section 16(g) is the exclusive and binding remedy for any such dispute and Agreement will be used instead of prevent us from seeking injunctive relief in any court actionof competent jurisdiction as necessary to protect our proprietary interests. Notwithstanding the above, which if Zoomo is hereby expressly waived, except for required to repossess the Bike or enforce any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration rights and remedies in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat respect of the arbitration shall be Bostonsecurity interest in the Bike, Massachusetts. The Company shall pay it may commence proceedings against you in the cost of any arbitration brought pursuant to this paragraph, excluding, however, courts in the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) State where you are a resident as may be required by lawin connection with repossessing the Bike or enforcing such rights and remedies.

Arbitration. Within ten (10) days after receipt of an arbitration notice from a Party, the Parties shall attempt in good faith to agree on a single neutral arbitrator with relevant industry experience to conduct the arbitration. If any dispute arises under this Agreement or otherwise which canthe Parties do not be resolved by mutual discussion between agree on a single neutral arbitrator within ten (10) days after receipt of an arbitration notice, each Party shall select one (1) arbitrator and the parties, then two (2) Party-selected arbitrators shall select a third arbitrator with relevant industry experience to constitute a panel of three (3) arbitrators to conduct the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSRules. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until that only one name remains. The party of the Parties selects an arbitrator, then such arbitrator shall be entitled to strike an act as the sole arbitrator first shall be selected by a toss of a cointo resolve the Dispute or any all unresolved issues subject to the arbitration. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law Each and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat every arbitrator of the arbitration panel conducting the arbitration must and shall agree to render an opinion within twenty (20) days after the final hearing before the panel. The place of arbitration shall be BostonNew York, MassachusettsNew York, U.S., and the language used in any such proceeding (and for all testimony, evidence and written documentation) shall be English. Any arbitration under this Section shall be conducted with the American Arbitration Association (“AAA”) Commercial Arbitration Rules (or the AAA International Arbitration Rules, if recommended under the AAA guidelines) (the “Rules”), as such Rules may be amended from time to time. In such arbitration the governing law to be applied is as described in Section, The Parties acknowledge that they desire for any arbitration to be conducted in an efficient, speedy and economical manner. The Company Parties shall pay use good faith efforts to complete arbitration under this Section within one hundred eighty (180) days following the cost initiation of such arbitration. In order to effectuate this desire, the arbitrators shall establish procedures reasonably directed to facilitating such goals and completing such arbitration within CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION such one hundred eighty (180) day period. The decision or award of the arbitrator(s) shall be final, binding, and incontestable and may be used as a basis for judgment thereon in any jurisdiction. To the full extent permissible under Laws, the Parties hereby expressly agree to waive the right to appeal from the decision of the arbitrator(s), there shall be no appeal to any court or other authority (government or private) from the decision of the arbitrator(s), and the Parties shall not dispute nor question the validity of such decision or award before any regulatory or other authority in any jurisdiction where enforcement action is taken by the Party in whose favor the decision or award is rendered, except in the case of fraud. The arbitrator(s) shall, upon the request of any Party, issue a written opinion of the findings of fact and conclusions of law and shall deliver a copy to each of the Parties. Without limiting any other remedies that may be available under Laws, the arbitrator(s) shall have no authority to award provisional remedies of any nature whatsoever, or punitive, special, consequential, or any other similar form of damages. Each Party shall bear its own costs and attorney’s fees, and the Parties shall equally bear the fees, costs, and expenses of the arbitrator(s) and the arbitration brought pursuant to this paragraph, excludingproceedings; provided, however, that the cost of representation of Executivearbitrator(s) may exercise discretion to award costs, unless such cost is awarded in accordance with law or otherwise awarded by including attorney’s fees, to the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.prevailing Party’

Arbitration. If In the event that any claim, controversy, issue or other dispute arises under this Agreement Agreement, the breach thereof, the termination of Dorman's employment by txx Xxxxxrations under Section 4 of this Agreement, including any claim based in whole or otherwise which canin part on federal or state constitutions, statutes or regulations, local ordinances, the common law or public policy, including, but not be resolved limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act of 1988, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Civil Rights Act of 1971; the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974, or the amount of any payments under Sections 5 or 6, if the claim, controversy, issue or dispute is not settled by mutual discussion between agreement among the parties, then the Company dispute shall be settled by a single arbitration conducted by three arbitrators in the State of New Jersey, under the auspices of, and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the applicable rules applicable to employment disputes of of, the Judicial American Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimAssociation then in effect. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an One arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss the Corporation, one arbitrator shall be selected by Dorman and the third arbxxxxxxr shall be selected by the two selected in such manner. The decision of a cointhe arbitrators shall be final and conclusive on the parties and judgment upon such decision may be entered in any court having jurisdiction thereof. The award of the arbitrators shall be in writing and shall specify the factual and legal basis for the award. Dorman shall be entitled xx xximbursement by the Corporations for all reasonable legal and other professional fees and expenses incurred by him in such arbitration or in enforcing the award, including reasonable attorneys' fees. The parties agree that this agreement to arbitrate includes resolution of any such disputes that claim, controversy, issue or other dispute pursuant to the Company may have against Executiveforegoing arbitration proceeding is intended to be final and binding on them and any award rendered by such arbitration shall constitute a complete, final and binding adjudication of any and all legal or Executive may have against the Company and/or its related entities and/or employees, factual issues pertaining to or arising out of the matter that gave rise to the controversy or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationdispute. The parties further agree that arbitration as provided for in provisions of this Section 16(g) is Article 9 shall survive the exclusive and binding remedy termination of this Agreement for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawreason whatsoever.

Arbitration. If any Any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion controversy between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims the breach of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employmentthis Agreement, or Executive’s termination. The parties further agree that otherwise, shall be settled by arbitration as provided for in this Section 16(g) is San Diego, California administered by the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration American Arbitration Association in accordance with applicable law or its National Rules for breaches the Resolution of Employment Disputes then in effect and judgment on the award rendered by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofthe arbitrator may be entered in any court having jurisdiction thereof. The parties agree arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the seat issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration shall be Bostonaward is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant or to this paragraphobtain interim relief, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both Company and Executive. The Company shall pay all of the direct costs and expenses in any arbitration hereunder and the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its, his or its reasonable attorney’s fees and costs; provided, however, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties, except ’ obligations pursuant to this sentence shall terminate on the tenth (110th) as provided by Section 10 anniversary of the date of Executive’s termination of employment. The Company and (2) as may be required by lawExecutive hereby expressly waive their right to a jury trial.

Arbitration. If The parties hereto agree and acknowledge that any dispute arises arising under this Agreement contract or otherwise which cannot related to the provision of or failure to provide officiating services for the MPA or the Member Schools shall be resolved submitted to arbitration for final and binding resolution. The Arbitration Panel shall be composed of three neutral members; one neutral arbitrator shall be chosen by mutual discussion between the partiesMPA, then one neutral arbitrator shall be chosen by the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) Board, and the law applicable to two chosen by the claimparties will appoint a third neutral arbitrator. The parties shall have thirty (30) calendar days after notice agree and acknowledge that the Commercial Arbitration Rules of such arbitration has been given to attempt to agree on the selection American Arbitration Association in effect at the time of an arbitrator from JAMSthe hearing will govern the proceedings before the arbitrators. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS chosen by the parties alternately striking out one name cannot agree on the choice of a potential panel within 15 days, either side will have the right to request the American Arbitration Association to appoint a third neutral arbitrator until only one name remainsin accordance with the applicable rules of the American Arbitration Association. All decisions of this arbitration panel shall be final and binding on the parties. The party entitled arbitrators have jurisdiction to strike an arbitrator first determine whether there is a breach of this Agreement and if so, enter any order which may be appropriate under the circumstances. However, the arbitrators shall be selected not have jurisdiction to award money damages or any other relief involving a monetary payment. Any decision or finding by a toss of a coin. The parties agree that this agreement to arbitrate includes the arbitrators shall not have any such disputes that res judicata or collateral estoppel effect in any judicial proceeding in which the Company may have against ExecutiveMPA, the Member Schools, the Board, or Executive may have against the Company and/or its related entities and/or employees, Member Officials seek any monetary award arising out of or relating in anyway related to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat costs of any arbitration under this provision shall be borne equally by the parties, with the MPA paying fifty percent (50%) of the costs and the Board paying fifty percent (50%) of the costs. However, the parties further agree and acknowledge that the fees of the arbitrators shall be borne equally by the parties provided that each party has approved in advance of the commencement of the arbitration proceedings the fee charged by the neutral arbitrator who is selected by the other party. If the fee is not approved by the other party in advance of the commencement of the arbitration proceedings, the party who selected the arbitrator whose fee is in dispute shall pay that portion of the fee which exceeds the rate of compensation for arbitrators which is set by the American Arbitration Association and the parties shall share equally in the remaining portion of the fee said arbitrator. The decision of the arbitrators shall be Boston, Massachusetts. The Company binding upon the parties and shall pay be enforceable in the cost courts of any arbitration brought pursuant to this paragraph, excluding, however, the cost State of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawMaine.

Arbitration. If Any controversy or claim by or between the parties related in any dispute arises way to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules; provided that nothing herein shall require arbitration of any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement. Any arbitration proceeding brought under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will shall be conducted in accordance with the rules applicable to employment disputes Charlotte, North Carolina by a single arbitrator appointed by agreement of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have within thirty (30) calendar days after notice of receipt by respondent of the demand for arbitration, or in default thereof by the AAA. Each of Buyer, Project LLC, Seller and Blue Sphere, agree to be bound by this arbitration clause provided that they have either (i) signed this contract or a contract that incorporates this contract by reference or (ii) signed any other agreement to be bound by this arbitration clause. Each such party agrees that it may be joined as an additional party to an arbitration involving other parties under any such agreement. The arbitrator(s) in the first-filed of such proceeding shall be the arbitrator(s) for the consolidated proceeding. The arbitrator, in rendering an award in any arbitration has been given conducted pursuant to attempt this provision, shall issue a reasoned award stating the findings of fact and conclusions of law on which it is based, and the arbitrator shall be required to agree on follow the selection law of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS state designated by the parties alternately striking out one name herein. Any judgment or enforcement of a potential any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator until only one name remainsmay be entered, enforced or appealed from in any court having jurisdiction thereof. The party entitled to strike an arbitrator first Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be selected governed by the Federal Arbitration Act, 9 U.S.C.§ 1 et seq. In any arbitration proceedings under this Agreement, each party shall pay all of its, his or her own legal fees, including counsel fees, but AAA filing fees and arbitrator compensation shall be paid pursuant to the AAA Commercial Arbitration Rules, unless otherwise provided by law for a toss of a coinprevailing party. The parties agree that this agreement that, notwithstanding the foregoing, prior to arbitrate includes the appointment of the arbitrator, nothing herein shall prevent any such disputes that the Company may have party from seeking preliminary or temporary injunctive relief against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect party in the federal or state courts of Executive’s compensationNorth Carolina. For the avoidance of doubt, employment, any actions for permanent relief or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration monetary damages shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded settled by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawarbitration.

Arbitration. If The Participant hereby agrees to submit any dispute arising from participation in the Competition to arbitration, for the sole purpose of determining whether the alleged injury arises under this Agreement or otherwise which cannot from a risk inherent in the activities engaged in by the Participant while participating in the Competition. For such disputes, there shall be resolved a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”party) and one neutral arbitrator (collectively, the law applicable “Panel”), to be chosen by the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSparty-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a third, neutral arbitrator, the neutral arbitrator shall be appointed by the United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the costs associated with the party-appointed arbitrators, and the parties are unable to agree shall share equally the costs associated with the neutral arbitrator. The arbitration proceeding shall proceed in such timeHartford, JAMS will provide a list of five (5) available arbitrators Connecticut and an arbitrator will shall be selected from such five member panel provided by JAMS governed by the parties alternately striking out one name Federal Rules of a potential arbitrator until only one name remainsEvidence. The party entitled Panel shall establish a reasonable and appropriate discovery schedule to strike an arbitrator first expeditiously resolve this matter. In the event that the Panel determines the alleged injury arises from a risk inherent in the Participant’s participation in the Competition, the claim shall be selected by deemed barred, as a toss matter of a coinlaw, and the Participant shall be barred from recovering any compensation from the Facility, the Partnership, and/or the Lounge. The parties agree that this agreement to arbitrate includes any such disputes In the event that the Company may have against ExecutivePanel determines the alleged injury did not arise from a risk inherent in the activities engaged in during the Competition, the Participant shall proceed to the Superior Court of Connecticut, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, howeverif appropriate, the cost United States District Court, for the District of representation of ExecutiveConnecticut, unless such cost is awarded in accordance with law or otherwise awarded by the arbitratorsfor a trial de novo. Neither party nor an arbitrator may disclose the existenceI HAVE READ AND UNDERSTAND THIS AGREEMENT AND I AM AWARE THAT BY SIGNING THIS AGREEMENT I MAY BE WAIVING CERTAIN LEGAL RIGHTS, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawINCLUDING THE RIGHT TO SUE.

Arbitration. If In the event that any claim, controversy, issue or other dispute arises under this Agreement Agreement, the breach thereof, the termination of Karp's employment by the Xxxxxration under Section 4 of this Agreement, including any claim based in whole or otherwise which canin part on federal or state constitutions, statutes or regulations, local ordinances, the common law or public policy, including, but not be resolved limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act of 1988, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Civil Rights Act of 1971, the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974, or the amount of any payments under Sections 5 or 6, if the claim, controversy, issue or dispute is not settled by mutual discussion between agreement among the parties, then the Company dispute shall be settled by a panel of three (3) arbitrators in the State of New Jersey, the arbitrators to be chosen by The American Arbitration Association, under the auspices of, and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the applicable rules applicable to employment disputes of, the American Arbitration Association then in effect, and the decision of the Judicial Arbitration three arbitrators shall be final and Mediation Services (“JAMS”) conclusive on the parties and the law applicable to the claimjudgment upon such decision may be entered in any court having jurisdiction thereof. The parties award of the arbitrators shall have thirty (30) calendar days after notice of be in writing and shall specify the factual and legal basis for the award. Karp shall be entitled tx xximbursement by the Corporation for all reasonable legal and other professional fees and expenses incurred by him in such arbitration has been given to attempt to agree on or in enforcing the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such timeaward, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coinincluding reasonable attorneys' fees. The parties agree that this agreement to arbitrate includes resolution of any such disputes that claim, controversy, issue or other dispute pursuant to the Company may have against Executiveforegoing arbitration proceeding is intended to be final and binding on them and any award rendered by such arbitrator shall constitute a complete, final and binding adjudication of any and all legal or Executive may have against the Company and/or its related entities and/or employees, factual issues pertaining to or arising out of the matter that gave rise to the controversy or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationdispute. The parties further agree that arbitration as provided for in provisions of this Section 16(g) is Article 8 shall survive the exclusive and binding remedy termination of this Agreement for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawreason whatsoever.

Arbitration. If Any claim, action, dispute, controversy or disagreement (each, a “Dispute”) between the parties hereto or any dispute arises of their respective successors and assigns under or related to this Agreement or otherwise which cannot shall be resolved governed exclusively and finally by mutual discussion between arbitration. Such arbitration shall be conducted by the partiesAmerican Arbitration Association (“AAA”) in the State of New York, then the Company County of New York, and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will shall be initiated and conducted in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services AAA, as such rules shall be in effect on the date of a delivery of a demand for arbitration (“JAMSDemand”), except to the extent that such rules are inconsistent with the provisions set forth herein. The arbitration shall be conducted by a single arbitrator (the “Arbitrator”) to be mutually selected by, and agreeable to, the law applicable to the claimparties. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event If the parties are unable to agree in such time, JAMS will provide a list of on the Arbitrator within forty-five (545) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by days of the parties alternately striking out one name date of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The Demand, then the parties agree that this agreement to arbitrate includes an Arbitrator shall be designated by the AAA. In any such disputes that event, the Company may have against Executive, Arbitrator shall be independent and without any economic or Executive may have against financial interest of any kind in the Company and/or its related entities and/or employees, arising out outcome of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims the arbitration. Any award by the Arbitrator shall be accompanied by a written opinion setting forth the findings of discrimination or harassment fact and conclusions of law relied upon in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationreaching the decision. The parties further agree that arbitration as provided for in this Section 16(g) is award rendered by the exclusive Arbitrator shall be final, binding and binding remedy for any non-appealable, and judgment upon such dispute and will award may be used instead of entered by any court action, which is hereby expressly waived, except for any request by any of competent jurisdiction. Each party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost fees of any arbitration brought pursuant to this paragraphits own attorneys, excludingexpenses of witnesses and all other expenses and costs in connection with the presentation of such party’s case. The remaining costs of the arbitration, howeverincluding without limitation, fees of the Arbitrator, costs of records or transcripts and administrative fees shall be borne equally by the parties. Notwithstanding the foregoing, the cost Arbitrator may modify the allocation of representation such costs and fees in those cases where fairness dictates a different allocation of Executive, unless such cost is awarded in accordance with law or otherwise awarded costs between the parties and an award of attorneys’ fees to the prevailing party as determined by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawArbitrator.

Arbitration. If any dispute arises under The Company and Executive agree to the resolution by binding arbitration of all claims, demands, causes of action, disputes, controversies or other matters in question (“claims”) arising out of this Agreement or Executive’s employment (or its termination), whether in contract, tort or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel whether provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes statute or common law, that the Company may have against Executive, Executive or that Executive may have against the Company and/or or its parents, subsidiaries and affiliates, and each of the foregoing entities’ respective officers, directors, employees or agents in their capacity as such or otherwise; except that this agreement to arbitrate shall not limit the Company’s right to seek equitable relief, including injunctive relief and specific performance, as provided in Section 12(i). Notwithstanding the foregoing, however, this Section 12(h) shall not apply in the event Executive asserts any claim arising under or related entities and/or employees, to ERISA. The arbitrator may make an interim award granting equitable relief to either party and such award may be enforced like a final award. Claims covered by this agreement to arbitrate also include claims by Executive for breach of this Agreement or other claims arising out of his employment, including but not limited to, wrongful termination, discrimination (based on age, race, sex, disability, national origin, religion or any other factor), statutory leave entitlements and retaliation. The Company and Executive agree that any arbitration shall be in accordance with the Federal Arbitration Act (“FAA”) and, to the extent an issue is not addressed by the FAA, with the then-current National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) or such other rules of the AAA as applicable to the claims being arbitrated. The arbitration shall be conducted by a single arbitrator, who shall be selected by agreement of the parties or if they do not agree on an arbitrator within 15 days after either the Company or Executive has made a demand for arbitration then the arbitrator will be selected pursuant to the rules of the AAA. If a party refuses to honor its obligations under this Agreement to arbitrate, the other party may compel arbitration in either federal or state court. The arbitrator shall apply the substantive law of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other state’s law), or federal law, or both as applicable to the claims asserted. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, or Executive’s employment or Executive’s terminationAgreement to arbitrate, including any claims claim that all or part of discrimination this Agreement is void or harassment in violation of applicable law voidable and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree claim that arbitration as provided for in this Section 16(g) an issue is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofnot subject to arbitration. The parties agree that the seat exclusive venue for arbitration will be in the county in which the Company’s headquarters are then located, and that any arbitration commenced in any other venue will be transferred to such county upon the written request of any party to this Agreement. If permitted by law, the party in whose favor the arbitrator renders the award may, in the discretion of the arbitration shall arbitrator, also be Bostonawarded all costs and expenses actually incurred, Massachusettsincluding reasonable attorneys’ fees, and costs, but excluding expert witness fees. The Company shall pay Any and all of the cost of arbitrator’s orders, decisions and awards may be enforceable in, and judgment upon any arbitration brought award rendered by the arbitrator may be confirmed and entered by, any federal or state court having jurisdiction. All proceedings conducted pursuant to this paragraphagreement to arbitrate, excludingincluding any order, howeverdecision or award of the arbitrator, shall be kept confidential by all parties except to the cost of representation of Executive, unless extent such cost disclosure is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law, or in a proceeding to enforce the rights hereunder. THE PARTIES ACKNOWLEDGE THAT, BY SIGNING THIS AGREEMENT, THEY ARE WAIVING ANY RIGHT THAT THEY MAY HAVE TO A JURY TRIAL OR A COURT TRIAL OF ANY EMPLOYMENT-RELATED CLAIM.

Arbitration. If Except as set forth in Article VIII, arbitration shall be the exclusive remedy for resolving any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion controversy between or among the partiesCompany, then any of its Subsidiaries and/or the Company and Executive each agree to resolve that dispute by binding Stockholders. Such arbitration before an arbitrator experienced in employment law. Said arbitration will shall be conducted in accordance with the then most applicable rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimAssociation. The parties arbitrator shall have thirty (30) calendar days after notice be empowered to grant only such relief as would be available in a court of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSlaw. In the event of any conflict between this Agreement and the rules of the American Arbitration Association, the provisions of this Agreement shall be determinative. If the parties are unable to agree in such timeupon an arbitrator, JAMS will provide they shall select a single arbitrator from a list including a number of five (5) available arbitrators determined by multiplying the number of parties to the arbitration by two and adding one. The arbitrators shall be designated by the office of the American Arbitration Association having responsibility for the city in which the Company has its executive office, all of whom shall be retired judges who are actively involved in hearing private cases or members of the National Academy of Arbitrators. If the parties are unable to agree upon an arbitrator will be selected from such five member panel provided list, they shall each strike names alternatively from the list, with the first to strike being determined by JAMS lot. After each party has used two strikes, the remaining name on the list shall be the arbitrator. The fees and expenses of the arbitrator shall initially be borne equally by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excludingparties; provided, however, that each party shall initially be responsible for the cost fees and expenses of representation its own representatives and witnesses. If the parties cannot agree upon a location for the arbitration, the arbitrator shall determine the location. Judgment may be entered on the award of Executivethe arbitrator in any court having jurisdiction. The prevailing party in the arbitration proceeding, unless such cost is awarded in accordance with law or otherwise awarded as determined by the arbitrators. Neither party nor an arbitrator may disclose arbitrator, and in any enforcement or other court proceedings, shall be entitled to the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as extent provided by Section 10 law to reimbursement from the other party for all of the prevailing party’s costs (including, but not limited to, the arbitrator’s compensation), expenses and (2) as may be required by lawreasonable attorneys’ fees.

Arbitration. If any the Chief Executive Officers (or, if none, highest-ranking executive officers) are unable to resolve the dispute arises under this Agreement or otherwise which cannot be in accordance with Section 14.1, either Party will have the right to have the dispute resolved by mutual discussion between binding arbitration, initiated by either Party on [*] Business Days notice to the partiesother party following expiration of the [*] day period referenced above (such notice, the “Initiation Notice”), under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then pertaining, except where those rules conflict with this provision, in which case this provision controls, applying the Company and Executive each agree laws of the State of New York, without regard to resolve that dispute by binding arbitration its conflicts of law provisions, before an arbitrator three (3) independent, neutral arbitrators experienced in employment lawthe pharmaceutical industry and manufacturing relationships in such industry. Said arbitration will Cempra and FFFC shall each be conducted entitled to select one (1) such arbitrator, with the two (2) such arbitrators so selected selecting the third (3rd) such arbitrator. In the event either Party fails to select its arbitrator in accordance with the rules applicable to employment disputes foregoing within [*] Business Days of the Judicial Initiation Notice, the arbitrator selected by the other Party within such [*] Business Day period shall be entitled to select such arbitrator, and, to the extent all three such arbitrators are not selected within [*] Calendar Days of the Initiation Notice, such arbitrators shall be appointed by the International Court of Arbitration of the ICC. Prior to the commencement of hearings, each of the arbitrators appointed must provide an oath of undertaking of impartiality. The decision of the arbitrators will be final and Mediation Services (“JAMS”) binding on the Patties, and judgment upon the award or determination rendered by the arbitrators may be entered and enforced in any court of competent jurisdiction. The arbitration shall be conducted in English, and the law applicable to the claimplace of arbitration shall be New York, New York, USA. The parties Each Party shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators bear its own expenses and an arbitrator will equal share of the reasonable, documented expenses of the arbitration panel and any fees required by ICC to submit such matter to arbitration, unless the panel determines that any such fees or expenses are to be selected from such five member panel provided by JAMS paid by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that non-prevailing Party, and the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is Parties hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration panel shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant entitled and empowered to this paragraph, excluding, however, the cost of representation of Executive, unless make such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawa determination.

Arbitration. If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, Any controversy arising out of or relating to this Separation Agreement, the enforcement or interpretation of this Separation Agreement, or Executive’s employment because of an alleged breach, default, or Executive’s terminationmisrepresentation in connection with any of the provisions of this Separation Agreement, including (without limitation) any claims state or federal statutory claims, shall be submitted to final and binding arbitration, to be held in Orange County, California before a sole neutral arbitrator; provided, however, that provisional injunctive relief may, but need not, be sought in a court of discrimination or harassment in violation of applicable law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other aspect in connection with any matter whatsoever arising out of Executiveor in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Section VII.I. The parties agree that MSC shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s compensation, employment, or Executive’s terminationfee. The parties further agree that in any proceeding with respect to such matters, each party will bear its own attorney’s fees and costs (other than forum costs associated with the arbitration as provided for which in any event shall be paid by MSC). Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section VII.I, Xxxxxx and MSC acknowledge that any breach of any of the covenants or provisions contained in this Section 16(g) is Separation Agreement could result in irreparable injury to either of the exclusive parties hereto for which there might be no adequate remedy at law, and binding remedy for that, in the event of such a breach or threat thereof, the non-breaching party shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request activities prohibited by any party for temporary, preliminary covenant or permanent injunctive provision in this Separation Agreement or such other equitable relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawto enforce specifically any of the covenants or provisions of this Separation Agreement.

Arbitration. If any a dispute arises under out of or relates to this Agreement Agreement, or otherwise which the breach thereof, and if such dispute cannot be resolved by mutual discussion between settled through negotiation, the parties, then Parties agree first to try in good faith to settle the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with mediation under the rules applicable to employment disputes Commercial Mediation Rules of the Judicial American Arbitration and Mediation Services (“JAMS”) and the law applicable Association, before resorting to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such timearbitration, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executivelitigation, or Executive may have against the Company and/or its related entities and/or employeessome other dispute resolution procedure as required by this Section 9.14. Failing an adequate resolution by mediation, any controversy or claim arising out of or relating to this Agreement, Agreement or Executive’s employment or Executive’s terminationthe transactions contemplated hereby, including any claims controversy or claim arising out of discrimination or harassment relating to the Parties' decision to enter into this Agreement, shall be settled by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in violation the controversy and to be selected from the National Panel of applicable law and any other aspect Commercial Arbitrators (or successor panel, if any). If within 45 days after service of Executive’s compensationthe demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, employment, or Executive’s terminationthen an arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. The parties further agree that arbitration Except as specifically provided for in this Section 16(g9.14, the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in New York, New York. Expenses related to the arbitration, including counsel fees, shall be borne by the Party incurring such expenses, unless the arbitrator determines another allocation is more equitable. The fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in the controversy, unless the arbitrator determines another allocation is more equitable. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) is the exclusive and binding remedy for any such dispute and will may be used instead of entered in any court action, which of competent jurisdiction. Nothing in this Section 9.14 shall restrict any Parties' ability to seek injunctive or other equitable relief in any court of competent jurisdiction prior to initiating mediation or arbitration. In the event that such injunctive or equitable relief is hereby expressly waived, except for any request sought by any party for temporaryParty, preliminary such Party is specifically entitled to enforce the appropriate provisions of the Agreement in obtaining such relief in any court of competent jurisdiction and, thereafter, submit the remaining controversy, dispute or permanent injunctive relief pending claim to arbitration in accordance with applicable law this Section. Any proceeding for such injunctive or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration other equitable relief shall be Bostonheld in New York, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawNew York.

Arbitration. If any dispute arises under Except as set forth in Section 14.6 of this Agreement Agreement, Seller, TPC and Buyer agree that all disputes, controversies or otherwise which cannot claims that may arise out of the transactions contemplated by this Agreement, or the breach, termination or invalidity thereof, shall be resolved by mutual discussion between the partiessubmitted to, then the Company and Executive each agree to resolve that dispute by determined by, binding arbitration. Such arbitration before an arbitrator experienced in employment law. Said arbitration will shall be conducted pursuant to the Commercial Arbitration Rules (the "Rules") then in effect of the American Arbitration Association, except to the extent such Rules are inconsistent with this Section 15.9. If the amount in controversy in the arbitration exceeds $100,000, exclusive of interest, attorneys' fees and costs, the arbitration shall be conducted by a panel of three (3) neutral arbitrators. Otherwise, the arbitration shall be conducted by a single neutral arbitrator. The arbitrator(s) shall be selected pursuant to the Rules. Exclusive venue for such arbitration shall be in Wilmington, Delaware. The arbitrator(s) shall apply the internal laws of the State of Delaware (without regard to conflict of law rules) in determining the substance of the dispute, controversy or claim and shall decide the same in accordance with the rules applicable to employment disputes usages and terms of trade. Evidentiary questions shall be governed by the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimFederal Rules of Evidence. The parties arbitrator(s)' award shall have thirty (30be in writing and shall set forth the findings and conclusions upon which the arbitrator(s) calendar days after notice of such arbitration has been given to attempt to agree on based the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsaward. The prevailing party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes in any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Bostonentitled to recover its reasonable attorneys' fees, Massachusettscosts and expenses incurred in connection with the arbitration. Any award pursuant to such arbitration shall be final and binding upon the parties hereto, and judgment on the award may be entered in any federal or state court sitting or located in the State of Ohio or in any other court having jurisdiction. The Company provisions of this Section 15.9 shall pay survive the cost termination of any arbitration brought pursuant this Agreement. A party hereto may seek and obtain from a court of competent jurisdiction a temporary restraining order, temporary injunction or other temporary emergency relief without first having to this paragraph, excluding, however, the cost of representation of Executive, unless submit such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawdispute to arbitration.

Arbitration. If any Any dispute arises or controversy arising under or in connection with this Agreement or otherwise which cannot shall be resolved settled exclusively by mutual discussion between the partiesarbitration, then the Company and Executive each agree to resolve that dispute by binding arbitration conducted before an arbitrator experienced in employment law. Said arbitration will be conducted New York, New York, in accordance with the rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services (“JAMS”) Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company or Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 5, 6 or 7 of the Agreement, as applicable, and the law applicable Company, Parent and Executive hereby consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) actively engaged or have been actively engaged in the claim. The parties shall have thirty last 10 years in the practice of law, including as in-house counsel or as a judge; and (30b) calendar days after notice of such arbitration has been given to attempt to agree on the selection AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator from JAMSshall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the Parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. In the event that an action is brought to enforce the parties are unable to agree in such time, JAMS will provide a list provisions of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought Agreement pursuant to this paragraph, excluding, however(x) if the arbitrator determines that Executive is the prevailing party in such action, the cost Company shall be required to pay the arbitrator’s full fees and expenses (but not the Executive’s legal fees), (y) if the Company (or Parent) prevails in such action, Executive shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees) and (z) if, in the opinion of representation of Executivethe arbitrator deciding such action, unless such cost there is awarded in accordance with law no prevailing party, each party shall pay his or otherwise awarded its own attorney’s fees and expenses and the arbitrator’s fees and expenses will be borne equally by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawParties thereto.

Arbitration. If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable Notwithstanding anything herein to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In contrary, in the event that there shall be a dispute among the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s terminationthe breach thereof, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The the parties further agree that arbitration as provided for in this Section 16(g) is the exclusive such dispute shall be resolved by final and binding remedy for any such dispute and will be used instead of any court actionarbitration in New York City, which is hereby expressly waivedNew York, except for any request administered by any party for temporarythe American Arbitration Association (the “AAA”), preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive AAA’s Commercial Arbitration Rules, to which shall be added the provisions of Executive’s obligations under Sections 11the Federal Rules of Civil Procedure relating to the Production of Evidence, 12, 14 or 15 hereof. The and the parties agree that the seat arbitrators may impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If employee, on the one hand, and employer, on the other hand, do not agree on the arbitrator within fifteen (15) days after a party requests arbitration, the arbitrator shall be selected by employer and employee from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on the list shall be the arbitrator. This selection process shall take place within the two (2) business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the arbitration proceedings shall commence within twenty (20) days of the selection of the arbitrator or as soon thereafter as the arbitrator is available. The arbitrator shall deliver his or her opinion within twenty (20) days after the completion of the arbitration hearings. The arbitrator’s decision shall be Bostonfinal and binding upon the parties, Massachusettsand may be entered and enforced in any court of competent jurisdiction by either of the parties. The Company arbitrator shall pay have the cost of any arbitration brought power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this paragraph, excluding, howeverAgreement, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded arbitrator’s fees and expenses shall be shared equally by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.

Arbitration. If The Parties agree that any dispute arises under this Agreement Dispute referred for arbitration by a Party pursuant to Section 11.1 or otherwise which cannot referred by Alkermes pursuant to Section 5.2 shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by through binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable CPR International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration, as amended from time to employment disputes of time (the Judicial Arbitration and Mediation Services (“JAMSCPR Rules”) and the law applicable to the claim). The parties shall have thirty Neutral Organization designated to perform the functions specified in the CPR Rules will be the CPR International Institute for Conflict Prevention and Resolution, or its successor organization. Any Dispute in which either Party seeks in excess of [***] in damages, or in which any equitable relief is sought by either Party, will be resolved by an arbitral tribunal consisting of three (303) calendar days after notice arbitrators, one of such arbitration has been given to attempt to agree on whom will be designated by each Party in accordance with the selection of an CPR Rules, and a third arbitrator from JAMS. In who will chair the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators tribunal and an arbitrator who will be selected from such five member panel as provided by JAMS by in the parties alternately striking out one name of a potential arbitrator until only one name remainsCPR Rules. The party entitled Parties shall use commercially reasonable efforts to strike an select the arbitrator first shall be selected by a toss of a coinor arbitrators within [***] after such Dispute is referred for arbitration under this Section 11.2. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s terminationAny other Dispute, including any claims of discrimination or harassment Dispute referred by Alkermes pursuant to Section 5.2, will be submitted to a sole arbitrator, who shall be an individual with relevant experience in violation of applicable law the biotechnology/pharmaceutical industry and any other aspect of Executive’s compensation, employment, or Executive’s terminationwho shall be appointed pursuant to the CPR Rules. The parties further agree that arbitrator(s) shall be instructed by the Parties to complete the arbitration as provided for in this Section 16(g) is within [***] after selection of the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary sole or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereoffinal arbitrator. The parties agree that arbitrator(s) shall, within [***] after the seat conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Arbitration pursuant to this Section 11.2 shall be governed by the Federal Arbitration Act, 9 U.S.C. § § 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The arbitration proceedings shall be conducted in Boston, Massachusetts. Each Party shall continue to perform its obligations under the Agreements pending final resolution of any Dispute unless to do so would be impossible or impracticable under the circumstances. Nothing contained in this Agreement shall deny any Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding. The Company Parties agree that they shall share equally the cost of arbitration filing and hearing fees, and the cost of the arbitrator(s). Each Party must bear its own attorney’s fees and associated costs and expenses. Notwithstanding the foregoing, with respect to any Dispute referred by Alkermes pursuant to Section 5.2, the Party whose judgment about whether or not the transaction at issue was a Trigger Transaction is determined by the arbitrator to be incorrect shall 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. EXECUTION COPY pay the cost of any arbitration brought pursuant to this paragraphfiling and hearing fees, excluding, however, and the cost of representation of Executivethe arbitrator. Nothing contained in this Agreement shall deny or limit any relief, unless such cost is awarded in accordance with law remedy or recovery to which a Party may otherwise awarded by be entitled under the arbitrators. Neither party nor an arbitrator may disclose Sublease, the existenceEquity Investment Agreements, content the Promissory Note or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawSecurity Agreement.

Arbitration. If any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree in the event a dispute arises concerning the service documents, whereby the value of the claim is less than ten thousand dollars ($10,000), litigation will not afford a practical resolution. Consequently, for any claim less than $10,000, with the exceptions noted below, parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executivedispute, controversy, or Executive may have against the Company and/or its related entities and/or employees, claim arising out of or relating to this Agreementcontract, including the formation, interpretation, breach, or Executive’s employment or Executive’s terminationtermination thereof, including any whether the claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensationasserted are arbitrable, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request referred to and finally determined by any party for temporary, preliminary or permanent injunctive relief pending binding arbitration in accordance with applicable law or for breaches by Executive the JAMS International Arbitration Rules. Arbitration will consist of Executive’s obligations under Sections 11, 12, 14 or 15 hereofa sole arbitrator. The parties agree that the seat of the arbitration shall will be Bostonin Las Vegas, MassachusettsXxxxx County, Nevada. The Company language to be used in the arbitrary proceedings will be American English. The arbitrator shall award the prevailing party fees and costs. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. The losing party shall pay the cost filing and arbitrator’s cost, if any, of any arbitration brought pursuant to the successful party. For purposes of this paragraph, excluding, howeverprovision, the cost following matters will not be subject to arbitration: matters relating to the breach of representation Confidential Information, which NCC may seek to enforce in any court of Executivecompetent jurisdiction. Either party may initiate an arbitration proceeding at any time by giving notice to the other party. The arbitration proceeding and all filing, unless such cost is awarded testimony, documents, and information, relating to or presented during the proceeding shall be disclosed exclusively for the purpose of facilitating the arbitration process and for no other purpose shall be deemed to be the information subject to the Confidential Information section of this MSA. The decision of the arbitrator absent fraud, duress, incompetence, or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in accordance with law courts of proper jurisdiction. Following written notice of a request for arbitration, each party shall be entitled to an injunction restraining all further proceedings in any pending or otherwise awarded by subsequently filed litigation concerning the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both partiesservice documents, except (1) as otherwise provided by Section 10 and (2) as may be required by lawherein.

Arbitration. If any The Parties agree that all questions or matters in dispute arises under with respect to this Agreement or otherwise which canshall be submitted to arbitration on the following terms: (a) It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than five business days? prior written notice of its intention to do so to the other party together with particulars of the matter in dispute. On the expiration of such five business days the party who gave such notice may proceed to refer the dispute to arbitration as provided for below. (b) The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator, to act with them and be resolved by mutual discussion between chairman of the partiesarbitration herein provided for. If the other party shall fail to appoint an arbitrator within five business days after receiving actual notice of the appointment of the first arbitrator, then the Company proceeding may continue with only one arbitrator so appointed, and Executive each if the two arbitrators appointed by the parties shall be unable to agree to resolve that dispute by binding on the appointment of the chairman, the chairman shall be appointed in accordance with the rules for commercial arbitration before an arbitrator experienced of the American Arbitration Association. Except as specifically otherwise provided in employment law. Said this section, the arbitration will herein provided for shall be conducted in accordance with the rules applicable to employment disputes for commercial arbitration of the Judicial American Arbitration Association and Mediation Services (“JAMS”) and shall be conducted in the law applicable to the claimState of Florida. The parties chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall have thirty (30) calendar days after notice fix a time and place for the purpose of such hearing the evidence and representations of the parties, and he shall preside over the arbitration has been given to attempt to agree on and determine all questions of procedure not provided for by the selection rules for commercial arbitration of an arbitrator from JAMSthe American Arbitration Association, or this section. In the event After hearing any evidence and representations that the parties are unable to agree in such timemay submit, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executivesingle arbitrator, or Executive the arbitrators, as the case may have against be, shall make an award and reduce the Company and/or its related entities and/or employeessame to writing, arising out and deliver one copy thereof to each of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationthe parties. (c) The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties Parties agree that the seat award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them, and there shall be no appeal from such award. Any such award may be filed thereafter in any court of competent jurisdiction in order to enforce the said award, and shall have the same force and effect as a judgment in favor of the party in his favor the award was entered and against the other party to the arbitration. (d) Any award in the arbitration shall be Bostonlimited to actual contractual damages, Massachusettsand there shall be no award of consequential or punitive damages, attorneys? fees or other expenses. The Company shall pay Each party expressly waives and disclaims the cost right to a jury trial relating to or arising out of this Agreement and expressly accepts the arbitration procedure set forth herein as the sole means of resolving any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law disputes or otherwise awarded by the arbitratorsdisagreements. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law18.

Arbitration. If any dispute arises under this Agreement or Except as otherwise which cannot be resolved by mutual discussion between provided in Section 11 hereof, the partiesEmployee, then the Company HMC and Executive HMC each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment any and all disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, claims arising out of or relating related to the Employee’s employment by HMC or the termination thereof, shall be submitted to binding arbitration in Palm Beach County, Florida pursuant to the then-existing model employment dispute rules of the American Arbitration Association (“Rules”), before three (3) arbitrators to be selected pursuant to the then-existing Rules. THE EMPLOYEE HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, IN AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH OF THE EMPLOYEE AND HMC GIVE UP THE RIGHT TO HAVE THE DISPUTE(S) OR CLAIMS(S) HEARD IN A COURT OF LAW BY A JUDGE OR JURY. However, nothing herein shall in any way limit either the Employee’s, HMC’s statutory rights and/or remedies, all of which are reserved and may be alleged in the arbitration process, and nothing herein shall in any way limit HMC’s rights under Section 11 hereof. Moreover, nothing herein shall restrict any resort to any statutory agency charged with enforcing any of the Employee’s or HMC’s statutory rights and/or remedies; however the review of any such agency’s actions shall be had before the arbitrators as discussed above and not before a judge or jury. By signing this Agreement, the Employee understands that the Employee may not have a jury decide any dispute or Executive’s employment or Executive’s terminationclaim, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree but that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration claim shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded decided only by the arbitrators. Neither The arbitrators shall issue a written decision, including the arbitrators’ written findings and conclusions upon which any award is based. Each party nor shall bear its own costs and expenses and an arbitrator may disclose equal share of the existence, content or results arbitrators’ and administrative fees of any arbitration hereunder without the prior written consent of both partiesarbitration, except (1) as provided by Section 10 that the arbitrators shall be authorized, in their discretion, to award fees and (2) as may be required by lawexpenses to a prevailing party in the interests of justice.

Arbitration. If In the event the designated senior executives are not able to resolve, within an additional thirty (30) day period or such other period as the parties may mutually agree, any dispute arises under this Agreement or otherwise which cannot Dispute pursuant to the Informal Dispute Resolution procedure as set forth in Section 20.1, such Dispute shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted of three arbitrators in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMSRules”) promulgated by the International Chamber of Commerce (the “ICC”). Each Party shall select one arbitrator in the request for arbitration and the law applicable answer to the claim. The parties request respectively, and the two nominated arbitrators shall have select their chairman, provided however, that if the two nominated arbitrators are unable to mutually agree to the chairman within thirty (30) calendar days after notice the appointment of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In second arbitrator, the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first chairman shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration ICC in accordance with applicable the Rules. For purposes of the selection of arbitrators under this Section 20.2, the Customers shall be collectively considered to be a single Party. Unless otherwise mutually agreed to by the parties to the arbitration, the arbitration shall take place in New York, NY, and the procedural law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofthe place of arbitration shall apply where the Rules are silent. The parties agree that the seat language of the arbitration and all pleadings, written statements, documents, and decisions shall be Boston, Massachusettsin English. The Company decision or award rendered by the arbitrators shall pay be written, final and non-appealable and may be entered and enforced in any court of competent jurisdiction. Notwithstanding the cost foregoing, either party may apply to any court of competent jurisdiction (i) for interim injunctive relief, or (ii) in conjunction with any dispute about the validity of a patent without breach of this arbitration brought pursuant to this paragraphprovision. The costs of the arbitration, excludingincluding administrative fees and fees of the arbitrators, however, shall be shared equally by the cost of representation of Executiveparties, unless such cost is awarded in accordance with law or otherwise awarded determined by the arbitrators. Neither Furthermore, notwithstanding the foregoing, if an IP Claim or IP Claim to Contractor is brought against any Party to this Contract, such Party may bring any counterclaim, cross-claim, impleader or other action to bring any other Party or Parties to this Contract into such third party nor initiated action if the Party brought into such suit would have an arbitrator may disclose indemnity obligation under Section 12 or 13 hereunder; the existence, content question whether or results of any arbitration hereunder without not such indemnification obligation between the prior written consent of both parties, except (1) as provided Parties exists shall be decided by the arbitral tribunal in accordance with Section 10 and (2) as may be required by law20.

Arbitration. If any dispute arises All disputes under this Agreement or otherwise which cannot may at the election of the Indemnified Party, be resolved settled by mutual discussion between the partiesarbitration in Wilmington, then the Company and Executive each agree Delaware, pursuant to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services Association (“JAMS”the "ASSOCIATION") and the law applicable before a panel of three (3) arbitrators. Arbitration may be commenced at any time by a party hereto giving written notice to the claim. The all other parties shall have thirty (30) calendar days after notice of hereto that such arbitration dispute has been given referred to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsarbitration. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, (or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(gparties) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of initiating the arbitration shall be Bostonentitled to select one arbitrator, Massachusettsthe other party (or parties) shall be entitled to select one arbitrator, and the two arbitrators so selected shall select the third arbitrator; provided, that, all three of the arbitrators shall be selected from a list of arbitrators with expertise in commercial disputes and/or contract interpretation maintained by the Association. The Company Any award rendered by the arbitrators shall pay be conclusive and binding upon the cost of any arbitration brought pursuant to this paragraph, excludingparties hereto; provided, however, that any such award shall be accompanied by a written opinion of the cost arbitrators giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and the decision of representation of Executive, unless such cost is awarded the arbitrator in accordance with law herewith shall be final and binding and there shall be no right of appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the arbitrators shall be equally shared; provided, however, that if in the opinion of the arbitrators any claim made was unreasonable, the arbitrators may assess, as part of their award, all or otherwise awarded any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and of the arbitrators against the party raising such unreasonable claim, defense or objection. To the extent that arbitration may not be legally permitted hereunder or the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration any party may commence a civil action in the federal district courts in Wilmington, Delaware, and the parties agree to submit to the personal jurisdiction of such court. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the arbitrators. Neither party nor an arbitrator may disclose laying of the existence, content or results venue of any arbitration hereunder without proceeding brought in the prior written consent of both partiesfederal district courts in Wilmington, except (1) as provided by Section 10 Delaware, any claim that any proceeding brought in such a court has been brought in an inconvenient forum, and (2) as any right to which it may be required by lawentitled on account of its place of residence or domicile.

Arbitration. If In the event any dispute claim or controversy arises under or concerning any provision of this Agreement or otherwise which cannot be resolved by mutual discussion between Agreement, excluding the partiestermination provision (Paragraph 10), then the Company and Executive each hereby agree to resolve that dispute such claim or controversy shall be settled by final, binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes Employment Dispute Resolution Rules of the Judicial American Arbitration Association, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties Executive are unable to agree in such timeupon an impartial arbitrator within five (5) days of a request for arbitration, JAMS will provide the parties shall request a list panel of five (5) available labor and employment arbitrators from the American Arbitration Association and an shall alternatively strike names until a single arbitrator will be selected from such five member panel provided by JAMS remains. Arbitration shall occur, if practicable, in Santa Xxxxxxx County, CA. Judgment upon the award rendered by the parties alternately striking out one name of a potential arbitrator until only one name remainsmay be entered in any court having jurisdiction thereof. The party entitled Depositions may be taken and other discovery may be obtained during such arbitration proceedings to strike an arbitrator first shall be selected the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by a toss of a cointhe arbitrator. The parties agree that shall share equally in the costs of conducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to recover its reasonable attorneys' fees. Notwithstanding the foregoing, nothing herein shall preclude or limit Company from seeking injunctive relief from a court of competent jurisdiction. Executive acknowledges and agrees that, by agreeing to this agreement provision, he is agreeing to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or claim relating to his employment, whether or not it arises under the terms of this Agreement, or Executive’s employment or Executive’s terminationthat may arise under federal and state laws including, including any but not limited to, claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations arising under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, howeverTitle VII, the cost of representation of ExecutiveAge Discrimination in Employment Act, unless such cost is awarded in accordance the Americans with law or otherwise awarded by Disabilities Act and the arbitratorsFair Employment and Housing Act. Neither party nor an arbitrator may disclose the existenceEXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, content or results of any arbitration hereunder without the prior written consent of both partiesEITHER STATE OR FEDERAL, except (1) as provided by Section 10 and (2) as may be required by lawAND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

Arbitration. If any In the event that a dispute arises under between the parties regarding the formation, interpretation and/or the terms and conditions of this Agreement and/or if there arises any other claim or otherwise which cannot be resolved by mutual discussion legal dispute between the partiesparties with respect to Executive’s employment or the termination thereof (the “Dispute”), then the Company complaining party shall submit the Dispute in writing to the other party for resolution. If the Dispute is not resolved between the parties within thirty (30) days of the date the Dispute is submitted in writing to the other party, the complaining party must make a demand for final and Executive each agree to resolve that dispute by binding arbitration in Boston, MA before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with pursuant to the rules applicable to employment disputes Employment Arbitration Rules of the Judicial American Arbitration and Mediation Services Association in effect at the time of the Dispute (the “AAA Rules”) if the complaining party wishes to pursue the Dispute (“JAMSDemand for Arbitration”) and ). Provided, however, that the law applicable foregoing shall not preclude the Company from immediately seeking injunctive or other equitable relief in a court of competent jurisdiction in connection with Executive’s breach or threatened breach of the Restrictive Covenants or the provisions set forth in Sections 13 or 14 of this Agreement. The parties expressly understand that by agreeing to the claimthis arbitration provision, they are agreeing to waive any rights to a civil action and/or jury trial regarding any Disputes between them. The parties shall have thirty (30) calendar days after notice of such share all costs, filing fees, and administrative fees for the arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event equally as they come due; the parties are unable shall be responsible for their own attorneys’ fees, witness fees, and travel costs. The arbitrator shall have the authority to agree rule on any and all issues properly presented in such timethe Demand for Arbitration and/or pursuant to the AAA Rules and may award any and all relief provided under applicable law. The arbitrator’s award may be enforced, JAMS will provide a list of five (5) available arbitrators and an arbitrator will vacated, modified or corrected as set forth in the Federal Arbitration Act, 9 U.S.C § 1 et seq. This Agreement shall be selected from such five member panel provided by JAMS governed by the parties alternately striking out one name Federal Arbitration Act, 9 U.S.C § 1 et seq., as amended, and the applicable rules of a potential arbitrator until only one name remainsthe American Arbitration Association set forth in this Agreement. The party entitled to strike an arbitrator first This Agreement shall be selected by a toss of a coin. The parties agree that this agreement binding upon, and shall inure to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation benefit of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 Company and (2) as may be required by lawtheir respective permitted successors and assigns.

Arbitration. If any Any dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes arising from alleged violation of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that may be submitted to binding arbitration as provided for in this Section 16(gArticle. This procedure shall be the sole and exclusive method for resolving any and all disputes arising from the application, interpretation or construction of this Agreement. The grievance and arbitration procedures of this Agreement shall not apply to negotiation impasses. Prior to an appeal to binding arbitration the procedure for the settlement of the grievance, Article 25, Grievance Procedure, must have been exhausted. Arbitrators shall be selected (by an alternate striking process) is from a panel of arbitrators provided by the exclusive Federal Mediation and binding remedy Conciliation Service (“FMCS”). The moving party will request a panel of seven (7) arbitrators from FMCS. Once the panel has been received the parties shall strike names, and thus select an Arbitrator, within ten (10) workdays. The determination of who strikes first shall be determined by a coin toss. A grievance properly moved to arbitration shall be scheduled for any such dispute and will hearing before the Arbitrator as soon as practicable under the circumstances. Each party shall not be used instead allowed more than one (1) adjournment of any court action, which is hereby expressly waiveda hearing date, except for any request good cause shown. The fees and expenses of the arbitrator, including the FMCS filing fees, shall be borne equally by any the parties. If UNM decides to use the services of a court reporting agency, the Union may view a copy of the transcribed document at the Office of University Counsel. If the Union elects, it may instead receive a copy of the transcribed document by reimbursing half of the transcription charge, including the cost of services, and the cost of obtaining the initial document, to UNM. Each party will be responsible for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereofcompensating its own witnesses and representatives. The parties agree that shall provide to the seat Arbitrator in advance of the arbitration hearing a copy of the Collective Bargaining Agreement, copies of all grievance letters by the Union, copies of all responses to grievance letters by UNM and any other documents to which both parties agree. The parties may stipulate in advance to facts and the admission of documents that are undisputed. The Arbitrator shall decide issues of arbitrability and jurisdiction prior to hearing the merits of the case. The Arbitrator shall be Boston, Massachusettsempowered to hold pre-hearing conferences between the parties. The Company Arbitrator may require either party to make available documents, in addition to those described in the paragraph above, prior to the arbitration and shall pay be empowered to rule on document requests prior to arbitration. The Arbitrator’s decision shall be binding on the cost of any arbitration brought pursuant HSO, CIR/SEIU, and UNM, subject only to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded collateral proceedings contemplated by the arbitratorsNew Mexico Uniform Arbitration Act. Neither party nor The Arbitrator shall have no power to add to or subtract from or modify any of the terms of this Agreement or any written supplementary agreements incorporated herein, to change any wage or other element of compensation, or to modify or adjust in any manner the professional, clinical, and/or academic standards of the institution and its training program. The Arbitrator's award is limited to back pay and/or reinstatement. In cases where reinstatement presents conflicts the Arbitrator shall retain jurisdiction. The award shall be limited to the amount of wages and benefits the HSO otherwise would have earned subject to any earnings or compensation received by the HSO including, but not limited to, unemployment insurance benefits. The HSO has an arbitrator obligation to mitigate her or his damages. The Arbitrator may disclose the existencenot award attorney's fees, content punitive damages, general compensatory damages, or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as costs. The Arbitrator's award may be required set aside, by law.a court of competent jurisdiction, when the Arbitrator:

Arbitration. If You and Oaktree acknowledge and agree that, to the extent permitted by law, any dispute arises under this Agreement and all disputes, claims or otherwise which cannot controversies arising out of or relating to the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or any similar provision of state or federal statutory or common law) shall be resolved by mutual discussion between the parties, then the Company submitted to final and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall take place in employment law. Said arbitration will Los Angeles, California, and shall be conducted in accordance with the rules applicable to employment disputes provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the Judicial Arbitration demand for arbitration. The arbitration shall be held before and Mediation Services (“JAMS”) decided by a single neutral arbitrator, experienced in employment matters. You and Oaktree agree to participate in the arbitration in good faith. The arbitrator shall have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the law jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the arbitrator, the fees and costs of the arbitrator and the arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, that Oaktree shall pay a greater portion (including, if required, all) of the fees and costs of the arbitrator and the arbitration where required by applicable to the claimlaw. The parties arbitrator shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s terminationapply California substantive law, including any claims applicable statutes of discrimination or harassment in violation of limitation. Adequate discovery shall be permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The award of the arbitrator, which shall be in writing summarizing the basis for the decision, shall be final and binding upon the parties (subject only to limited review as required by law) and may be entered as a judgment in any other aspect court having competent jurisdiction, and the parties hereby consent to the jurisdiction of Executive’s compensationthe courts of the State of California. The details, employmentexistence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to, or Executive’s termination. The parties further agree witness in, the arbitration; provided that arbitration a party may make such disclosures as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request are required by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11legal process; provided further that a party may make such disclosures to its attorneys, 12, 14 accountants or 15 hereof. The parties agree that other agents and representatives who reasonably need to know the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of disclosed information in connection with any arbitration brought pursuant to this paragraphSection 9(h) and who are obligated to keep such information confidential to the same extent as such party. If either you or Oaktree, excludingas the case may be, howeverreceives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the immediately preceding sentence, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as believes that it may be required by lawto disclose any such information, you or Oaktree, as the case may be, shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. To the extent necessary, disclosure of the EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and Oaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, claims or controversies that shall be separate and distinct from any arbitration pursuant to this Section 9(h).

Arbitration. If Executive and the Corporation will submit any dispute arises disputes arising under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by an arbitration panel conducting a binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted Hartford, Connecticut, in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial American Arbitration Association in effect on the date of such arbitration (the "Rules"), and Mediation Services (“JAMS”) judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof; PROVIDED, HOWEVER, that nothing herein shall impair the Corporation's right to seek equitable relief for breach or threatened breach of Section 7 or Section 8. The award of the arbitrators shall be final and shall be the law applicable sole and exclusive remedy between the parties regarding any claims, counterclaims, issue or accounting presented to the claimarbitration panel. The parties hereto further agree that the arbitration panel shall have thirty consist of one (301) calendar person mutually acceptable to the Corporation and Executive, PROVIDED that if the parties cannot agree on an arbitrator within fifteen (15) days after of filing a notice of such arbitration, the arbitration has been given to attempt to agree on panel shall consist of three (3) persons, one selected by the selection of an arbitrator from JAMS. In Corporation, one selected by Executive (or his representative) and one selected by the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be so selected from such five member panel provided by JAMS by the parties alternately striking out one name hereto, or if the parties hereto cannot agree, selected by the manager of the principal office of the American Arbitration Association in Hartford County in the State of Connecticut. All fees and expenses of the arbitration, including a potential arbitrator until only one name remainstranscript if either party requests, shall be borne equally by the parties. The If Executive prevails as to any material issue presented in the arbitration, the entire cost of such proceedings (including, without limitation, Executive's reasonable attorney's fees) shall be borne by the Corporation. If Executive does not prevail as to any material issue, each party will pay for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney's fees are recoverable under the Rules). Any action to enforce or vacate the arbitrator's award shall be governed by the federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Corporation or Executive pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, dismissal or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive regarding such action and recovery of Executive’s obligations under Sections 11all costs, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant losses and attorney's fees related to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawaction.

Arbitration. If Except as provided above for alleged violations of Sections 7, 8 and 9 of this Agreement, for which immediate equitable relief in an appropriate court of law specified in Section 16 may be sought, and except for claims for benefits under any dispute arises Company benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, which shall be made and resolved in the manner specified in the claims procedures applicable to the plan at issue, any and all disputes and controversies arising under or in connection with this Agreement shall be settled by arbitration conducted before one arbitrator sitting in the State of Nevada, applying federal and/or Nevada law, or otherwise which cannot at such other location agreed by the parties hereto, in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect. The parties shall be resolved by mutual discussion between entitled to take the partiesfollowing discovery in such proceedings: a total of 20 interrogatories, then the Company document requests, or requests for admission; and Executive each agree up to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will two seven-hour depositions per party, with such discovery to be conducted in accordance with the rules applicable Federal Rules of Civil Procedure. Upon motion, the arbitrator has the authority to employment disputes permit additional discovery (and to place limits upon such additional discovery) upon a showing of compelling need by a party. Each party shall be entitled to present the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claimtestimony of one or more expert witnesses in such arbitration. The parties shall have thirty (30) calendar may submit post-hearing briefs within 21 days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat close of the arbitration hearing, and the determination of the arbitrator shall be Boston, Massachusettsmade within 30 days following the receipt of the parties’ post-hearing briefs. The decision of the arbitrator shall be final and binding on the parties. A final judgment may be entered in any court having proper jurisdiction based on the award of the arbitrator. Company shall pay all reasonable fees of professionals and experts and other costs and fees incurred by Executive in connection with any arbitration relating to the cost interpretation or enforcement of any provision of this Agreement if Executive prevails on any material substantive issue in such proceeding; otherwise, each party shall be responsible for its own such fees and costs, and the costs of the arbitration brought pursuant to this paragraph(AAA fees, excludingarbitrator fees, howeverarbitrator expenses, the cost of representation of Executiveroom costs, unless such cost is awarded in accordance with law or otherwise awarded etc.) shall be split evenly by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law.

Arbitration. If Corporation, Bank and Executive recognize that in the event a dispute should arise between them concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, with the exception of the Engagement in Other Employment provisions in Section 3, the Unauthorized Disclosure provisions of Section 8, the Return of Company Property and Documents provisions of Section 10 and the Restrictive Covenant provisions in Section 11, which Corporation or Bank may seek to enforce in any dispute arises under court of competent jurisdiction, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement or otherwise which cannot are to be resolved by mutual discussion between submitted for resolution, in Scranton, Pennsylvania, to the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted American Arbitration Association (“Association”) in accordance with the Association’s National Rules for the Resolution of Employment Disputes or other applicable rules applicable then in effect (“Rules”). Corporation, Bank or Executive may initiate an arbitration proceeding at any time by giving notice to employment disputes the other in accordance with the Rules. Corporation, Bank and Executive may, as a matter of right, mutually agree on the appointment of a particular arbitrator from the Association’s pool. The arbitrator shall not be bound by the rules of evidence and procedure of the Judicial Arbitration and Mediation Services (“JAMS”) and courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to the claimthis Agreement. The arbitration proceeding and all filings, testimony, documents and information, relating to or presented during the proceeding, shall be disclosed exclusively for the purpose of facilitating the arbitration process and for no other purpose and shall be deemed to be information subject to the confidentiality provisions of this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact or law, shall be final and binding upon the parties and shall have thirty (30) calendar days after be enforceable in courts of proper jurisdiction. Following written notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such timea request for arbitration, JAMS will provide a list of five (5) available arbitrators Corporation, Bank and an arbitrator will Executive shall be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes injunction restraining all further proceedings in any such disputes that the Company may have against Executive, pending or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to subsequently filed litigation concerning this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration except as otherwise provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawherein.

Arbitration. If Any dispute that is not resolved as provided in Section 10.3 may be referred to arbitration in accordance with this Section 10.4, by Verenium or BP. Such arbitration shall be conducted in New York, New York, or any dispute arises under this Agreement or otherwise which cannot be resolved other place selected by mutual discussion between the partiesagreement of Verenium and BP, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial Arbitration AAA. Such arbitration shall be conducted by a single arbitrator with knowledge of and Mediation Services (“JAMS”) experience with the alternative energy industry appointed by mutual consent of Verenium and BP or appointed by the law applicable to AAA if the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties Parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and select an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainswithin 30 days. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that apply the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment governing law set forth in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 11.1 hereof. The parties agree that arbitrator shall determine what discovery shall be permitted, consistent with the seat goal of limiting the cost and time which the Parties must expend for discovery; provided the arbitrators shall permit such discovery as they deem necessary to permit an equitable resolution of the arbitration dispute. Any written evidence originally in a language other than English shall be Boston, Massachusettssubmitted in English translation accompanied by the original or a true copy thereof. The Company decision of the arbitrator shall pay be final and binding and conclusive on the Parties, and the judgment thereon may be entered into any court having jurisdiction over the Parties and the subject matter thereof. The costs and expenses of the arbitration, but not the costs and expenses of the Parties, will be shared equally by the Verenium and BP; provided that if the arbitrator determines that one Party prevailed in the proceeding, then the other Party will bear the entire cost and expense of any the arbitration. If a Party fails to proceed with arbitration, unsuccessfully challenges the arbitration brought pursuant award, or fails to this paragraph, excluding, howevercomply with the arbitration award, the cost of representation of Executiveother Party is entitled to costs, unless such cost is awarded in accordance with law including reasonable attorneys’ fees, for having to compel arbitration or defend or enforce the award. Except as otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by law, the Parties and the arbitrator will maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the dispute.

Arbitration. If READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SONNEN, INC. For any dispute arises under with sonnen, Inc. in connection with this Agreement or otherwise which canFactory Limited Warranty, you agree to first contact us at the email address identified below and attempt to resolve the dispute with us informally. If the dispute has not be been resolved by mutual discussion between the partiesafter 60 days, then the Company and Executive we each agree to resolve that such dispute by through binding arbitration before an arbitrator experienced under the Optional Expedited Arbitration Procedures then in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of effect for the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim). JAMS may be contacted at xxx.xxxxxxx.xxx. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such timeexistence, JAMS will provide a list of five (5) available arbitrators content and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat result of the arbitration shall be Boston, Massachusettsheld in confidence by all participants. The Company arbitration will be conducted by a single arbitrator selected by agreement of the Parties or, failing such agreement, appointed in accordance with the JAMS rules. The arbitration shall pay be conducted in English and in Atlanta, Georgia. If you are using the cost Covered Products for commercial purposes, each Party will bear its own expenses in the arbitration and will share equally the costs of any arbitration brought pursuant to this paragraph, excludingthe arbitration; provided, however, that the cost arbitrator may, in their discretion, award reasonable costs and fees to the prevailing Party. If you are an individual using the Covered Products for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of representation of Executiveyour case, unless such cost is awarded in accordance with law or otherwise awarded you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrators. Neither party nor an arbitrator may disclose the existenceinclude your costs of arbitration, content or results of any arbitration hereunder without the prior written consent of both partiesyour reasonable attorney's fees, except (1) as provided by Section 10 and your reasonable costs for expert and other witnesses; and (2iii) as you may xxx in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be required by lawentered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing sonnen, Inc. from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

Arbitration. If any dispute arises under All disputes, claims, and controversies between the Parties arising out of or related to this Agreement or otherwise which the breach hereof (except for breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right, or any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the Parties or to others) that cannot be resolved by mutual discussion between the partiesParties within a period of thirty (30) days after written notice of a dispute has been given by one Party hereunder to the other (the last day of such thirty (30) day period being herein referred to as the “Arbitration Date”), shall be settled by arbitration by an arbitrator with substantial experience in resolving complex commercial contract disputes, who shall be chosen from a list of JAMS arbitrators. The arbitration shall be conducted by one arbitrator appointed pursuant to the applicable procedures of JAMS and conducted under the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall issue an award in support of his or her decision within 120 days of the selection of the arbitrator, stating the legal and factual basis for the decision and the reasoning leading to such decision. The arbitrator shall be prohibited from awarding damages or remedies in excess of those allowed by the provisions of this Agreement. If the Parties cannot agree upon the identity of an arbitrator within fifteen (15) days following either Party’s receipt of notice that an arbitration has been commenced by the other Party, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will shall be conducted selected on an expedited basis in accordance with the rules applicable Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the networking and wireless communication circuitry industries. The arbitrator shall have the authority to employment disputes grant specific performance and shall allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The substantially prevailing Party in the arbitration, as shall be determined by the arbitrator, shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The decision and award of the Judicial Arbitration arbitrator shall be final and Mediation Services (“JAMS”) binding and judgment on the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held in Santa Xxxxx County, California, and the law applicable award shall be deemed to be made in California. Except as may be determined otherwise by the claimarbitrator, each Party shall bear its own costs and expenses, including attorney’s fees, witness fees, travel expenses, and preparation costs. The parties Notwithstanding the foregoing, each Party shall have thirty (30) calendar days after notice the right to institute an action in a court of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided proper jurisdiction for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches a final decision by Executive of Executive’s obligations under Sections 11the arbitrator, 12, 14 or 15 hereof. The parties agree provided that the seat of the arbitration a permanent injunction and damages shall only be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawarbitrator.

Arbitration. If any dispute arises under Any dispute, controversy or claim ("Dispute") arising out of or in relation to this Agreement Agreement, or otherwise which the breach, termination or invalidity thereof, that cannot be resolved settled amicably by mutual the Parties after a good faith discussion between the parties, then the Company and Executive each agree to resolve that dispute the Dispute by binding the appropriate officers of the Parties, shall be submitted by either Party to arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes then in effect of the Judicial American Arbitration Association ("AAA"). Arbitration shall take place in Newark, New Jersey and Mediation Services shall be conducted by three (“JAMS”3) arbitrators, one of whom shall be designated by each Party, and the law applicable third selected by the other two (2) arbitrators, all within the time limits established by the then existing rules of the AAA. If the two (2) designated arbitrators are unable to agree upon a third arbitrator by two (2) months after submission of the matter to arbitration, the AAA shall select such third arbitrator within three (3) months of such original submission. The written decision of the arbitrators shall be final and binding on the parties and may be enforced in any court having jurisdiction over the Parties or their current assets. The award rendered by the arbitrators shall include the cost of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and in the event of a termination, in whole or in part, a transition procedure, including the performance of transition services by Roche, so as to maintain the value of the assets being transferred to Memory and, to the claimextent contemplated by Section 16.4, permit Memory to conduct the business being transferred to it. The parties shall be entitled to discovery as provided in the Federal Rules of Civil Procedure then in effect in the District of New Jersey. If the issues in dispute involve scientific or technical matters, at least one of the arbitrators chosen hereunder shall have thirty (30) calendar days after notice educational training and/or experience sufficient to demonstrate a reasonable level of knowledge in the Field and pharmaceutical drug development. Notwithstanding the preceding provisions of this Article 17, with respect to any breach or threatened breach of this Agreement of Section 15.1, 16.4 or any other provision where a Party would not be appropriately compensated by the payment of money, a party has a right to seek injunctive relief from any court of competent jurisdiction to enjoin such arbitration has been given breach or threatened breach and/or to attempt to agree on the selection of an arbitrator from JAMSseek specific performance. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled Dispute, a Party shall have no right to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes toll or delay any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for obligation in this Section 16(g) is Agreement unrelated to the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat Dispute as a result of the arbitration shall be BostonDispute. By way of example, Massachusetts. The Company if Roche owes Memory $5,000,000 and claims a $2,000,000 payment is not due by reason of breach of Memory, then Roche shall pay the cost of any arbitration brought $5,000,000, and the parties will resolve such $2,000,000 Dispute pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawArticle 17.

Arbitration. If any dispute arises under Any Dispute that is not resolved by negotiations pursuant to Section 1 of this Agreement or otherwise which cannot Exhibit 18.8 shall, upon the written request of either Party, be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be a single Arbitrator (the "Arbitrator"), conducted in accordance with the rules applicable to employment disputes Rules of the Judicial American Arbitration and Mediation Services (“JAMS”) and the law applicable Association, except to the claimextent that such rules are inconsistent with this Exhibit 18.8. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first Arbitrator shall be selected by the Steering Committee. If the Steering Committee cannot agree on the identity of the Arbitrator within 15 days after the written request to resolve such Dispute by binding arbitration was received by the other Party, each Party shall promptly select a toss representative who shall jointly, with the other Party's representative, agree on the identity of a cointhe Arbitrator. If the representatives cannot thereafter agree on the identity of the Arbitrator within fifteen (15) days, the Arbitrator shall be selected in accordance with the rules of the American Arbitration Association. The parties agree Arbitrator shall determine the Dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure) that this would be applied by a federal court sitting at the site of the arbitration. The arbitration shall take place in Wilmington, Delaware. Except as set forth in the Agreement, the Arbitrator is not empowered to award damages in excess of compensatory damages. The Arbitrator has no power or authority to relieve the Parties from their agreement hereunder to arbitrate includes or otherwise to amend or disregard any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out provision of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims the provisions of discrimination or harassment in violation this Section 2 of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s terminationthis Exhibit 18.8. The parties further agree that arbitration as provided for award of the Arbitrator shall be the sole and exclusive remedy of the Parties and shall be enforceable in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court actionof competent jurisdiction, which is hereby expressly waivedsubject only to revocation on grounds of fraud or clear bias on the part of the Arbitrator. The statute of limitations of the State of Delaware applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration no defenses shall be Boston, Massachusetts. The Company shall pay available based upon the cost passage of time during any arbitration brought negotiation or mediation called for pursuant to Section 1 of this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawExhibit 18.8.

Arbitration. If The Participant hereby agrees to submit any dispute arising from participation in Racing and/or as a Season Pass Holder, to arbitration, for the sole purpose of determining whether the alleged injury arises under this Agreement or otherwise which cannot from a risk inherent in the activities engaged in by the Participant while participating in Racing and/or as a Season Pass Holder. For such disputes, there shall be resolved a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”party) and one neutral arbitrator (collectively, the law applicable “Panel”), to be chosen by the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMSparty-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a third, neutral arbitrator, the neutral arbitrator shall be appointed by the United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the costs associated with the party-appointed arbitrators, and the parties are unable to agree shall share equally the costs associated with the neutral arbitrator. The arbitration proceeding shall proceed in such timeHartford, JAMS will provide a list of five (5) available arbitrators Connecticut and an arbitrator will shall be selected from such five member panel provided by JAMS governed by the parties alternately striking out one name Federal Rules of a potential arbitrator until only one name remainsEvidence. The party entitled Panel shall establish a reasonable and appropriate discovery schedule to strike an arbitrator first expeditiously resolve this matter. In the event that the Panel determines the alleged injury arises from a risk inherent in the Participant’s participation in Racing and/or as a Season Pass Holder, the claim shall be selected by deemed barred, as a toss matter of a coinlaw, and the Participant shall be barred from recovering any compensation from the Facility, the Partnership, and/or the Lounge. The parties agree that this agreement to arbitrate includes any such disputes In the event that the Company may have against ExecutivePanel determines the alleged injury did not arise from a risk inherent in the activities engaged in while Racing and/or as a Season Pass Holder, the Participant shall proceed to the Superior Court of Connecticut, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, howeverif appropriate, the cost United States District Court, for the District of representation of ExecutiveConnecticut, unless such cost is awarded in accordance with law or otherwise awarded by the arbitratorsfor a trial de novo. Neither party nor an arbitrator may disclose the existenceI HAVE READ AND UNDERSTAND THIS AGREEMENT AND I AM AWARE THAT BY SIGNING THIS AGREEMENT I MAY BE WAIVING CERTAIN LEGAL RIGHTS, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawINCLUDING THE RIGHT TO XXX.

Arbitration. If any dispute arises under this Agreement or otherwise which cannot Title Disputes shall be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted submitted for resolution in accordance with this Section 5.7 to an attorney with at least ten (10) years of experience in oil and gas title matters in the rules applicable State of Oklahoma, and Environmental Disputes shall be submitted for resolution in accordance with this Section 5.7 to employment disputes an attorney with at least ten (10) years of experience in oil and gas environmental matters in the Judicial Arbitration State of Oklahoma (in each case, the “Arbitrator”). Seller and Mediation Services (“JAMS”) and the law applicable to the claim. The parties Purchaser shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of upon an arbitrator from JAMSArbitrator. In the event the parties that Seller and Purchaser are unable not able to agree in such timeon an Arbitrator within ten (10) days after the date on which either Party determines to submit a Title Dispute or Environmental Dispute to arbitration, JAMS will provide a list either Seller or Purchaser may request that the American Arbitration Association appoint the Arbitrator. The fees and expenses of five (5) available arbitrators and an arbitrator will any Arbitrator shall be selected from such five member panel provided by JAMS paid by the parties alternately striking out one name losing party. Each of Seller and Purchaser shall submit a potential arbitrator until only one name remainswritten statement of its position to the Arbitrator with respect to the Title Dispute or Environmental Dispute (as applicable) not later than the tenth (10th) day after the Arbitrator is appointed. The party entitled to strike an arbitrator first Arbitrator shall render his or her decision within fifteen (15) days after the Arbitrator is appointed. The decision of the Arbitrator shall be selected by conclusive and binding on Seller and Purchaser and shall be enforceable against any Party in a toss court of a coincompetent jurisdiction. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for Anything in this Section 16(g5.7 or the other provisions of this Agreement to the contrary notwithstanding, to the extent that all Title Disputes and Environmental Disputes have not been resolved prior to the Closing by arbitration or otherwise: (a) is the exclusive Subject Interests affected by such unresolved Title Defects and binding remedy for any such dispute and will Environmental Defects shall be used instead of any court actionconveyed to Purchaser at the Closing; (b) an amount equal to (i) the aggregate Title Defect Values (as asserted in good faith by Purchaser, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that unless the seat Parties have otherwise agreed upon an amount) of the arbitration Subject Interests (or portion thereof) affected by such unresolved Title Disputes and (ii) the aggregate Allocated Values of the Subject Interests affected by such unresolved Environmental Disputes shall be Bostondeducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); and (c) as each such Title Dispute or Environmental Dispute is resolved by the Arbitrator or by agreement of Purchaser and Seller, Massachusetts. The Company Purchaser shall pay or retain, as applicable, amounts on account of such resolved Title Dispute or Environmental Dispute (and any interest or other earnings thereon): (i) to Purchaser if and to the cost extent resolved in favor of Purchaser, and (ii) otherwise, to Seller. In connection with any arbitration brought determination of an Environmental Dispute by an Arbitrator pursuant to this paragraphSection 5.7, excluding, however, the cost of representation of Executive, unless such cost it is awarded in accordance with law understood that: (a) neither Party may introduce or otherwise awarded use information obtained by Purchaser after the arbitrators. Neither party nor an arbitrator date of the Environmental Defect Notice with respect to the Environmental Defect in dispute or its Environmental Defect Value, and in no event may disclose the existenceArbitrator consider or give weight to any such information, content or results (b) either Party may assert any violation of any arbitration hereunder without Environmental Law that is not specified in the prior written consent of both partiesEnvironmental Defect Notice with respect to the Environmental Defect in dispute, except (1) as provided by Section 10 and (2c) as the Environmental Defect Value of an Environmental Defect may be required by lawnot exceed the amount thereof asserted in the Environmental Defect Notice with respect thereto.

Arbitration. If any dispute arises under this Agreement Any dispute, claim or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employeescontroversy based on, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive Agreement shall be settled by final and binding remedy for any such dispute and will be used instead of any court actionarbitration in San Diego, which is hereby expressly waivedCalifornia, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration before a single neutral arbitrator in accordance with applicable law the JAMS Employment Arbitration Rules and Procedures (the “Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration may be compelled pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for breaches by Executive such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the Executive’s obligations under Sections 11taxable year following the taxable year in which the fees, 12costs and expenses were incurred; provided, 14 or 15 hereof. The parties agree further, that the seat parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the arbitration shall be BostonTermination Date. Other costs of the arbitration, Massachusetts. The Company shall pay including the cost of any arbitration brought pursuant record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 9 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this paragraph, excludingAgreement or relating to Executive’s employment; provided, however, that neither this Agreement nor the cost submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation injunctive relief, in any court of representation competent jurisdiction pursuant to California Code of Executive, unless Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such cost is awarded in accordance with law or otherwise awarded by relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawCompany expressly waive their right to a jury trial.

Arbitration. If any dispute arises under All disputes between the Seller and Buyer, including, without limitation, those relating to this Agreement or otherwise the Licenses which canare not resolved pursuant to Section 12.1, shall be resolved by mutual discussion between arbitration as provided in this Section 12.2. This agreement to arbitrate shall survive the rescission or termination of this Agreement or the Licenses. All arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association except as herein may be provided. The decision of the arbitrators shall be final and binding on all parties. All arbitration shall be undertaken pursuant to the Federal Arbitration Act, where applicable, and the decision of the arbitrators shall be enforceable in any court of competent jurisdiction. In any dispute where a party seeks $50,000 or more in damages, three arbitrators shall be employed. All costs attendant to the arbitration, excluding attorney's and expert's fees, shall be borne equally by the parties. Each party shall bear its own attorney's and expert's fees. The arbitrators shall not award punitive, then consequential, and/or indirect damages and each party hereby waives the Company and Executive each agree right to resolve that dispute by binding arbitration before make claims for such damages with respect to the Agreement. In resolving all disputes between parties, unless an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with agreement specifies otherwise, the rules applicable to employment disputes arbitrators shall apply the law of the Judicial Arbitration State of New York, except as may be modified by this Agreement. The arbitrators are by this Agreement directed to conduct the arbitration hearing no later than three months from the service of the statement of claim and Mediation Services demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Except as needed for presentation in lieu of a live appearance, depositions shall not be taken. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty (“JAMS”20) days after receipt of a request. The arbitrators shall resolve any discovery disputes by such pre-hearing conferences as may be needed. All parties agree that the arbitrators and the law applicable any counsel of record to the claim. The parties proceeding shall have thirty (30) calendar days after notice the power of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel subpoena process as provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coinlaw. The parties agree that either shall be entitled to pursue emergency or preliminary injunctive relief in the court of competent jurisdiction, and each party agrees that it shall consent to the stay of such judicial proceedings on the merits of both this agreement to arbitrate includes Agreement and the related transactions pending arbitration of all underlying claims between the parties immediately following the issuance of any such disputes that the Company may have against Executive, emergency or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawrelief.

Arbitration. If Except as provided in paragraph (b) of Section 6, any dispute arises or controversy arising under or in connection with this Agreement or otherwise which cannot the Executive’s employment by the Employer shall be resolved settled exclusively by mutual discussion between the partiesarbitration, then the Company and Executive each agree to resolve that dispute conducted by binding arbitration before an a single arbitrator experienced sitting in employment law. Said arbitration will be conducted Columbia, MD in accordance with the rules applicable to employment disputes of the Judicial American Arbitration and Mediation Services Association (the “JAMSAAA”) then in effect. The arbitrator shall be selected by the parties from a list of eleven (11) arbitrators provided by the AAA, provided that no arbitrator shall be related to or affiliated with either of the parties. No later than ten (10) days after the list of proposed arbitrators is received by the parties, the parties, or their respective representatives, shall meet at a mutually convenient location in Columbia, Maryland, or telephonically. At that meeting, the party who sought arbitration shall eliminate one (1) proposed arbitrator and then the law applicable to the claimother party shall eliminate one (1) proposed arbitrator. The parties shall have thirty (30) calendar days after notice of such arbitration has been given continue to attempt to agree on alternatively eliminate names from the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of proposed arbitrators in this manner until each party has eliminated five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remainsproposed arbitrators. The remaining arbitrator shall arbitrate the dispute. Each party entitled shall submit, in writing, the specific requested action or decision it wishes to strike an take, or make, with respect to the matter in dispute, and the arbitrator first shall be selected by a toss obligated to choose one (1) party’s specific requested action or decision, without being permitted to effectuate any compromise or “new” position; provided, however, that the arbitrator is authorized to award amounts not in dispute during the pendency of a coinany dispute or controversy arising under or in connection with this Agreement. The parties agree Employer shall bear the cost of all counsel, experts or other representatives that this agreement to arbitrate includes any such disputes that the Company may have against Executiveare retained by both parties, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance together with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat all costs of the arbitration shall be Bostonproceeding, Massachusetts. The Company shall pay including, without limitation, the cost of any arbitration brought pursuant to this paragraphfees, excludingcosts and expenses imposed or incurred by the arbitrator; provided, however, that if the cost arbitrator determines that the claim or defenses of representation of Executivethe Executive were without reasonable basis, unless such cost is awarded in accordance with law each party shall bear his or otherwise awarded by the arbitratorsits own cost. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as Judgment may be required by lawentered on the arbitrator’s award in any court having jurisdiction; including, if applicable, entry of a permanent injunction under paragraph (b) of Section 6.

Arbitration. If any a dispute arises under this Agreement or otherwise which canhas not be been resolved by mutual discussion between negotiation as provided in Section 12.2 above, then, except as otherwise provided in this Section 12.3, the partiesdispute shall be determined by arbitration in Chicago, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted Illinois in accordance with the rules applicable to employment disputes Commercial Arbitration Rules of the Judicial Arbitration AAA, by three (3) arbitrators each of whom (i) has the qualifications and Mediation Services experience set forth in subsection (“JAMS”a) of this Section 12.3 and (ii) is selected as provided in subsection (b) of this Section 12.3. Any issue as to whether or the extent to which the dispute is subject to the arbitration and other dispute resolution provisions contained in this Agreement, including, but not limited to, issues relating to the validity or enforceability of these arbitration provisions, the applicability of any statute of limitations or other defense relating to the timeliness of the assertion of any claim or any other matter relating to the arbitrability of such claim, shall be decided by the arbitrators; provided, however, that any person or entity who or which has not agreed to be bound by the provisions of this Agreement or these arbitration provisions shall not be bound by any arbitration award rendered by the arbitrators unless such person or entity participates in the arbitration proceeding and does not object to being bound by such award at or prior to the commencement of the arbitration hearing. The arbitrators shall base their award on the terms of this Agreement, and they shall endeavor to follow the law applicable to and judicial precedents which a U.S. District Judge sitting in the claim. The parties shall have thirty (30) calendar days after notice Southern District of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In New York would apply in the event the parties are unable to agree dispute were litigated in such timecourt; provided, JAMS will provide a list however, that nothing contained herein shall be deemed to enlarge the grounds for vacating arbitral awards even if, despite such endeavors, the arbitrators fail to correctly follow applicable law. The arbitrators shall render their award in writing and, unless all Parties agree otherwise, shall include an explanation in reasonable detail of five (5) available arbitrators and an arbitrator will the reasons for their award. The arbitration shall be selected from such five member panel provided by JAMS governed by the parties alternately striking out one name substantive laws of a potential arbitrator until only one name remainsthe State of New York and applicable to contracts made and to be performed therein, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (Title 9, U.S. Code), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The party entitled Parties expressly waive any putative right they may otherwise have to strike seek an arbitrator first shall be selected by a toss award of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, punitive damages arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of Executive’s obligations under Sections 11, 12, 14 or 15 hereof. The parties agree that the seat of the arbitration shall be Boston, Massachusetts. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive, unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties, except (1) as provided by Section 10 and (2) as may be required by lawhereunder.