Common use of Arbitration Agreement Clause in Contracts

Arbitration Agreement. 5.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 shall be held in Las Vegas, Nevada, where the principal business of the Company is located or in such other location as the Company designates. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 6.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteSecurities) shall be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5Section 6, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 Section 6 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 Section 6 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal or state securities laws. 5.2 6.2 The arbitration of any dispute pursuant to this Paragraph 5 Section 6 shall be held in Las Vegas, Nevada, where the principal business of the Company is located or in such other location as the Company designatesNew York City. 5.3 6.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5Section 6, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 6.4 This Paragraph 5 Section 6 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 56, and each of whom may enforce this Paragraph 5 Section 6 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 Subscriber representsIn an effort to resolve any dispute, warrants claim and/or controversy between Student and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, ECPI arising out of or relating to this Enrollment Agreement and/or the breach, termination, enforcement, interpretation or validity thereof as expeditiously and economically as possible, the parties hereto agree that any acts or omissions such dispute, claim and/or controversy which cannot first be resolved in accordance with ECPI's Student Complaint / Grievance Procedure shall be determined solely by binding arbitration pursuant to the Federal Arbitration Act. Any such arbitration shall be held before a single arbitrator, conducted in the city and state in which Student is enrolled and administered by the American Arbitration Association (the "AAA") pursuant to its Commercial Arbitration Rules, including its Supplementary Procedures for Consumer-Related Disputes (collectively, the "Rules"). The appointment of the Companyarbitrator and conduct of the arbitration proceedings, including without limitation the introduction of evidence, the exchange of documents and related materials by and among the parties and the use of witnesses at any hearing(s), shall be carried out in accordance with the applicable provisions of the Rules. Information about the arbitration process is available from AAA by visiting xxx.xxx.xxx or by phoning 0.000.000.0000. Nothing herein is intended to preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction or from filing an individual action in small claims court. The parties agree that any security holder judgment or award of an arbitrator rendered pursuant hereto may be entered in any federal or state court having jurisdiction thereof. For purposes of their officersthis arbitration provision, "ECPI" shall be deemed to mean and include all entities controlling, controlled by and/or under common control with ECPI as well as the respective employees, directors, agents, affiliatesshareholders, associatespredecessors, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale successors and assigns of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereofforegoing. In arbitration proceedings under this Paragraph 5addition, the parties hereto agree that: a) This agreement to arbitrate is intended to be broadly interpreted. It shall be entitled apply to all disputes, claims and/or controversies between Student and ECPI of any kind of nature and all remedies that would be available in the absence of this Paragraph 5 and the arbitratorswhether any such dispute, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall applyclaim and/or controversy arises from or related to, without limitation, (1) a matter of contract, tort, statute, fraud, misrepresentation and/or any other legal theory or (2) any objection to actions arising in connection with arbitrability or the offer and sale existence, scope, validity, construction or enforceability of this agreement to arbitrate. b) The agreement of the Notes contemplated by parties to arbitrate as provided in this Agreement under provision shall survive the termination for any Federal or state securities lawsreason of this Enrollment Agreement. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 c) Student shall be held in Las Vegas, Nevada, where the principal business of the Company is located or in such other location as the Company designates. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) have the right to have claims resolved opt-out of and reject this arbitration provision by giving to ECPI written notice of Student's election of such right and rejection of this arbitration provision so long as such written notice is 91) mailed by Student to ECPI at 0000 Xxxxxxxxx Xxxx, Xxxxxxxx Xxxxx, XX 00000; Attention: Legal Counsel and (2) actually received by ECPI no later than thirty days following the date of Student's execution of this Enrollment Agreement. d) If Student initiates arbitration pursuant hereto, ECPI agrees that it shall pay, on behalf of Student, one-half of the Initial Filing Fee (as defined and provided in the Rules) applicable for a claim in an amount of up to $10,000.00. The foregoing notwithstanding, Xxxxxxx agrees that the arbitrator may provide for a reimbursement by Student to ECPI of such payment by ECPI in the event it is determined that Student's claim was frivolous as contemplated by the rules of procedures applicable thereto. If the amount of Student's claim exceeds $10,000, the arbitration filing fee and the fees of the arbitrator shall be paid by the parties as provided by the Rules or by specific ruling by the arbitrator. e) The parties agree that this Enrollment Agreement evidences a transaction which involves interstate commerce; accordingly the Federal Arbitration Act, and not any state law, governs the interpretation and enforcement of this arbitration provision. In the event any portion of this arbitration provision is found or held to be invalid and/or unenforceable, such finding or holding shall not affect the remaining portions of this arbitration provision, all of which shall remain in full force and effect. All aspects of the arbitration including its resolution at all times shall remain strictly confidential. f) Any state or federal court with jurisdiction and venue may enter an order enforcing this arbitration provision, enter judgement upon the arbitrator's award and/or take any action authorized under the AAA. For any arbitration-related proceedings in which courts are authorized to take action under the AAA, each party expressly consents to the non-exclusive jurisdiction of any court of law and before a jury; (ii) certain discovery rights; and (iii) general jurisdiction or any state court of equity that is reasonably convenient to Student, provided that the parties to any such judicial proceeding shall have the right to appeal any decisioninitiate such proceedings in a federal court or remove the proceeding to federal court if authorized to do so under applicable federal law.

Arbitration Agreement. 5.1 Subscriber representsIn an effort to resolve any dispute, warrants claim and/or controversy between Student and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, ECPI arising out of or relating to this Enrollment Agreement and/or the breach, termination, enforcement, interpretation or validity thereof as expeditiously and economically as possible, the parties hereto agree that any acts or omissions such dispute, claim and/or Student Signature Date (mm/dd/yyyy) Parent/Guardian Signature Date (mm/dd/yyyy) controversy which cannot first be resolved in accordance with ECPI's Student Complaint / Grievance Procedure shall be determined solely by binding arbitration pursuant to the Federal Arbitration Act. Any such arbitration shall be held before a single arbitrator, conducted in the city and state in which Student is enrolled and administered by the American Arbitration Association (the "AAA") pursuant to its Commercial Arbitration Rules, including its Supplementary Procedures for Consumer-Related Disputes (collectively, the "Rules"). The appointment of the Companyarbitrator and conduct of the arbitration proceedings, including without limitation the introduction of evidence, the exchange of documents and related materials by and among the parties and the use of witnesses at any hearing(s), shall be carried out in accordance with the applicable provisions of the Rules. Information about the arbitration process is available from AAA by visiting xxx.xxx.xxx or by phoning 0.000.000.0000. Nothing herein is intended to preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction or from filing an individual action in small claims court. The parties agree that any security holder judgment or award of an arbitrator rendered pursuant hereto may be entered in any federal or state court having jurisdiction thereof. For purposes of their officersthis arbitration provision, "ECPI" shall be deemed to mean and include all entities controlling, controlled by and/ or under common control with ECPI as well as the respective employees, directors, agents, affiliatesshareholders, associatespredecessors, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale successors and assigns of the Note) shall be settled foregoing. The parties further agree that by arbitration under entering into this agreement to arbitrate, each party is waiving the Federal Arbitration Act right to trial by jury or to participate in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereofa class action. In arbitration proceedings under this Paragraph 5addition, the parties hereto agree that: a) This agreement to arbitrate is intended to be broadly interpreted. It shall be entitled apply to all disputes, claims and/or controversies between Student and ECPI of any kind or nature and all remedies that would be available in the absence of this Paragraph 5 and the arbitratorswhether any such dispute, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall applyclaim and/or controversy arises from or related to, without limitation, (1) a matter of contract, tort, statute, fraud, misrepresentation and/or any other legal theory or (2) any objection to actions arising in connection with arbitrability or the offer and sale existence, scope, validity, construction or enforceability of this agreement to arbitrate. b) The agreement of the Notes contemplated by parties to arbitrate as provided in this Agreement under provision shall survive the termination for any Federal or state securities lawsreason of this Enrollment Agreement. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 c) Student shall be held in Las Vegas, Nevada, where the principal business of the Company is located or in such other location as the Company designates. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) have the right to have claims resolved opt-out of and reject this arbitration provision by giving to ECPI written notice of Student's election of such right and rejection of this arbitration provision so long as such written notice is (1) mailed by Student to ECPI at 0000 Xxxxxxxxx Xxxx; Xxxxxxxx Xxxxx, XX 00000; Attention: Legal Counsel and (2) actually received by ECPI no later than thirty days following the date of Student's execution of this Enrollment Agreement. d) If Student initiates arbitration pursuant hereto, ECPI agrees that it shall pay, on behalf of Student, one-half of the Initial Filing Fee (as defined and provided in the Rules) applicable for a claim in an amount of up to $10,000.00. The foregoing notwithstanding, Student agrees that the arbitrator may provide for a reimbursement by Student to ECPI of such payment by ECPI in the event it is determined that Student's claim was frivolous as contemplated by the rules of procedure applicable thereto. If the amount of Student's claim exceeds $10,000, the arbitration filing fee and the fees of the arbitrator shall be paid by the parties as provided by the Rules or by specific ruling by the arbitrator. e) The parties agree that this Enrollment Agreement evidences a transaction which involves interstate commerce; accordingly, the Federal Arbitration Act, and not any state law, governs the interpretation and enforcement of this arbitration provision. In the event any portion of this arbitration provision is found or held to be invalid and/or unenforceable, such finding or holding shall not affect the remaining portions of this arbitration provision, all of which shall remain in full force and effect. All aspects of the arbitration including its resolution at all times shall remain strictly confidential. f) Any state or federal court with jurisdiction and venue may enter an order enforcing this arbitration provision, enter judgment upon the arbitrator's award and/or take any action authorized under the AAA. For any arbitration-related proceedings in which courts are authorized to take action under the AAA, each party expressly consents to the non-exclusive jurisdiction of any court of law and before a jury; (ii) certain discovery rights; and (iii) general jurisdiction or any state court of equity that is reasonably convenient to Student, provided that the parties to any such judicial proceeding shall have the right to appeal initiate such proceeding in a federal court or remove the proceeding to federal court if authorized to do so under applicable federal law. Further, unless Student and ECPI agree otherwise, the arbitrator may not consolidate more than one person's claim(s) and may not otherwise preside over any decisionform of a representative or class proceeding. Student Signature Date (mm/dd/yyyy) Parent/Guardian Signature Date (mm/dd/yyyy) Full Legal Name Degree Program Concentration The following Tuition and Fee charges are per Semester for the academic year; the Tuition and Fees are subject to annual review and ECPI reserves the right to make changes in Tuition and Fees. Full time 1 (12-18 semester credits) per semester Students who are receiving benefits under the Veteran's Administration programs are charged per credit hour. This is calculated by dividing the above Full Time tuition by 12 credits, and billed up to a maximum of 12 credits in a semester so to not exceed the maximum Full Time Semester charge. Students who attend a Semester at a less than Full Time rate are charged the Semester rate divided by the minimum number of credits applicable for that enrollment status [nine (9) for Three-Quarter time, six (6) for Half Time, three (3) for Quarter time]. The charge per credit amount is the same and will not exceed the maximum charge for that semester based on enrollment status. Please see the VA coordinator for assistance with these benefits. OTHER FEES (all students-required) Application Fee, one time non-refundable fee Registration Fee Background Check Fee, applicable programs High School, GED or College Transcript Request Fee Learning Resource Fee,2 per semester (including tax) $45 $55 Fee Varies Fee Varies $345 Drug Screening NCLEX Review Course, nursing programs Physical Exam/Shots/PPD RN, PTA, and DMS pre-requisite/individual subject courses As required by various states or campuses/price varies $50 Variable by location and insurance $200 each Change of Program Fee Course Challenge Fee, per subject area Re-entry Fee Schedule Change Fee, per change Licensing and Certification Exam Fee, per exam, first attempt only (technical programs) Licensing and Certification Exam Fee, per exam, first attempt only (medical programs) Transcript fee, per copy $100 $275 ($200 refunded if credit is not awarded) $100 $25 $15 25% of certification costs $10 for urgent handling and $5 for normal processing 1 All students attend ECPI on a full time basis, unless an exception is approved by a campus official. 2 As a result of the ECPI University GREEN commitment and to provide the best value in education resources, ECPI has implemented textbook recycling and extensive use of electronic textbooks. Students may be allowed to keep textbooks for their core courses and required concentration courses or retain the electronic version for an extended period when an ebook is utilized. All other textbooks are available for purchase at cost, if desired. Most courses have online resources available and many courses utilize mobile computing technology. If a mobile device is unintentionally damaged and not lost/stolen, it may be repaired one time while enrolled at ECPI without additional charge. Additional incidents or loss will incur actual repair or replacement cost. Student Signature Date (mm/dd/yyyy) Parent/Guardian Signature Date (mm/dd/yyyy) In this Consumer Credit Installment Agreement (this "Agreement"), ("Student"), by signing below, agrees to purchase from ECPI University ("ECPI"), goods and services as listed in the separate Enrollment Agreement dated between Student and ECPI (herein referred to as the "Enrollment Agreement") and which is incorporated herein by reference, and to pay ECPI for such goods and services on the terms and conditions set forth in this Agreement.

Arbitration Agreement. 5.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 shall be held in Las VegasPalm Beach County, Nevada, where the principal business of the Company is located or in such other location as the Company designatesFlorida. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, attorneys, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteShares) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“"AAA”") and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons persons, shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph Section 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph Section 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph Section 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph Section 5 shall be held in Las VegasWashington, Nevada, where the principal business of the Company is located or in such other location as the Company designates.D.C. 5.3 Notwithstanding the foregoing foregoing, in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph Section 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph Section 5 is intended to benefit the security holders, agents, attorneys, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph Section 5, and each of whom may enforce this Paragraph Section 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph Section 5 limits a number of Subscriber’s 's rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal repeal any decision. 5.6 Please note that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) the arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited; (v) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry; (vi) no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; or (b) the class is decertified; or (c) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration Agreement. 5.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 shall be held in Las VegasPalm Beach County, Nevada, where the principal business of the Company is located or in such other location as the Company designatesFlorida. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third third-party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 shall be held in Las VegasCharlotte, NevadaNorth Carolina, where the principal business of the Company is located or in such other location as the Company designates. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 6.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteSecurities) shall be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“"AAA”") and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5Section 6, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 Section 6 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 Section 6 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal or state securities laws. 5.2 6.2 The arbitration of any dispute pursuant to this Paragraph 5 Section 6 shall be held in Las Vegas, Nevada, where the principal business of the Company is located or in such other location as the Company designatesNew York City. 5.3 6.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5Section 6, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 6.4 This Paragraph 5 Section 6 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 56, and each of whom may enforce this Paragraph 5 Section 6 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 6.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holdersecurityholder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder securityholder or any of their officers, directors, agents, affiliates, associates, employees employees, counsel or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteSecurities) shall be settled by binding arbitration under the United States Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“"AAA”") and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder securityholder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees employees, counsel or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 56, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 6 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 6 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal Federal, state, foreign securities or state securities other laws. 5.2 6.2 The arbitration of any dispute pursuant to this Paragraph 5 6 shall be held decided by a single arbitrator sitting in Las Vegas, Nevada, where the principal business of the Company is located or in such other location as the Company designates___________. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 6.3 This Paragraph 5 6 is intended to benefit the security holderssecurityholders, agents, affiliates, associates, employees employees, counsel and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 56, and each of whom may enforce this Paragraph 5 6 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 6.4 Subscriber acknowledges that this Paragraph 5 6 limits a number of Subscriber’s 's rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 Subscriber representsIn an effort to resolve any dispute, warrants claim and/or controversy between Student and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, ECPI arising out of or relating to this Enrollment Agreement and/or the breach, termination, enforcement, interpretation or validity thereof as expeditiously and economically as possible, the parties hereto agree that any acts or omissions such dispute, claim and/or controversy which cannot first be resolved in accordance with ECPI's Student Complaint / Grievance Procedure shall be determined solely by binding arbitration pursuant to the Federal Arbitration Act. Any such arbitration shall be held before a single arbitrator, conducted in the city and state in which Student is enrolled and administered by the American Arbitration Association (the "AAA") pursuant to its Commercial Arbitration Rules, including its Supplementary Procedures for Consumer-Related Disputes (collectively, the "Rules"). The appointment of the Companyarbitrator and conduct of the arbitration proceedings, including without limitation the introduction of evidence, the exchange of documents and related materials by and among the parties and the use of witnesses at any hearing(s), shall be carried out in accordance with the applicable provisions of the Rules. Information about the arbitration process is available from AAA by visiting xxx.xxx.xxx or by phoning 0.000.000.0000. Nothing herein is intended to preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction or from filing an individual action in small claims court. The parties agree that any security holder judgment or award of an arbitrator rendered pursuant hereto may be entered in any federal or state court having jurisdiction thereof. For purposes of their officersthis arbitration provision, "ECPI" shall be deemed to mean and include all entities controlling, controlled by and/ or under common control with ECPI as well as the respective employees, directors, agents, affiliatesshareholders, associatespredecessors, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale successors and assigns of the Note) shall be settled foregoing. The parties further agree that by arbitration under entering into this agreement to arbitrate, each party is waiving the Federal Arbitration Act right to trial by jury or to participate in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereofa class action. In arbitration proceedings under this Paragraph 5addition, the parties hereto agree that: a) This agreement to arbitrate is intended to be broadly interpreted. It shall be entitled apply to all disputes, claims and/or controversies between Student and ECPI of any kind or nature and all remedies that would be available in the absence of this Paragraph 5 and the arbitratorswhether any such dispute, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall applyclaim and/or controversy arises from or related to, without limitation, (1) a matter of contract, tort, statute, fraud, misrepresentation and/or any other legal theory or (2) any objection to actions arising in connection with arbitrability or the offer and sale existence, scope, validity, construction or enforceability of this agreement to arbitrate. b) The agreement of the Notes contemplated by parties to arbitrate as provided in this Agreement under provision shall survive the termination for any Federal or state securities lawsreason of this Enrollment Agreement. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 c) Student shall be held in Las Vegas, Nevada, where the principal business of the Company is located or in such other location as the Company designates. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) have the right to have claims resolved opt-out of and reject this arbitration provision by giving to ECPI written notice of Student's election of such right and rejection of this arbitration provision so long as such written notice is (1) mailed by Student to ECPI at 0000 Xxxxxxxxx Xxxx; Xxxxxxxx Xxxxx, XX 00000; Attention: Legal Counsel and (2) actually received by ECPI no later than thirty days following the date of Student's execution of this Enrollment Agreement. d) If Student initiates arbitration pursuant hereto, ECPI agrees that it shall pay, on behalf of Student, one-half of the Initial Filing Fee (as defined and provided in the Rules) applicable for a claim in an amount of up to $10,000.00. The foregoing notwithstanding, Student agrees that the arbitrator may provide for a reimbursement by Student to ECPI of such payment by ECPI in the event it is determined that Student's claim was frivolous as contemplated by the rules of procedure applicable thereto. If the amount of Student's claim exceeds $10,000, the arbitration filing fee and the fees of the arbitrator shall be paid by the parties as provided by the Rules or by specific ruling by the arbitrator. e) The parties agree that this Enrollment Agreement evidences a transaction which involves interstate commerce; accordingly, the Federal Arbitration Act, and not any state law, governs the interpretation and enforcement of this arbitration provision. In the event any portion of this arbitration provision is found or held to be invalid and/or unenforceable, such finding or holding shall not affect the remaining portions of this arbitration provision, all of which shall remain in full force and effect. All aspects of the arbitration including its resolution at all times shall remain strictly confidential. f) Any state or federal court with jurisdiction and venue may enter an order enforcing this arbitration provision, enter judgment upon the arbitrator's award and/or take any action authorized under the AAA. For any arbitration-related proceedings in which courts are authorized to take action under the AAA, each party expressly consents to the non-exclusive jurisdiction of any court of law and before a jury; (ii) certain discovery rights; and (iii) general jurisdiction or any state court of equity that is reasonably convenient to Student, provided that the parties to any such judicial proceeding shall have the right to appeal initiate such proceeding in a federal court or remove the proceeding to federal court if authorized to do so under applicable federal law. Further, unless Student and ECPI agree otherwise, the arbitrator may not consolidate more than one person's claim(s) and may not otherwise preside over any decisionform of a representative or class proceeding. Student Signature Date (mm/dd/yyyy) Parent/Guardian Signature Date (mm/dd/yyyy) In this Consumer Credit Installment Agreement (this "Agreement"), ("Student"), by signing below, agrees to purchase from ECPI University ("ECPI"), goods and services as listed in the separate Enrollment Agreement dated between Student and ECPI (herein referred to as the "Enrollment Agreement") and which is incorporated herein by reference, and to pay ECPI for such goods and services on the terms and conditions set forth in this Agreement.

Arbitration Agreement. 5.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph 5 shall be held in Las VegasNew York, NevadaN.Y., where the principal business of the Company is located or in such other location as the Company designates. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 6.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“'AAA”') and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 6 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws. 5.2 6.2 The arbitration of any dispute pursuant to this Paragraph 5 6 shall be held in Las VegasNew York City, Nevada, where the principal business of the Company is located or in such other location as the Company designatesNew York. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 Subscriber represents, warrants and covenants (a) Each Investor acknowledges that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holderan Investor, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder Company or any of their its officers, directors, agents, affiliates, associates, employees employees, attorneys or controlling persons person (including without limitation any controversy or claim relating to a purchase or sale of the NoteSecurities of the Company) shall be settled by binding arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the SubscriberInvestor, whether in his capacity as present or former security holder stockholder of the Company in or against any of the SubscriberInvestor’s officers, directors, agents, affiliates, associates, employees employees, attorneys or controlling persons shall also be settled by binding arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5Section 6.12, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 Section 6.12 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 Section 6.12 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes securities contemplated by this Agreement under any Federal federal, state or state foreign securities laws. 5.2 (b) The arbitration of any dispute pursuant to this Paragraph 5 Section 6.12 shall be held in Las VegasWashington, Nevada, where the principal business of the Company is located or in such other location as the Company designates.D.C. 5.3 (c) Notwithstanding the foregoing foregoing, in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5Section 6.12, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 (d) This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.Section

Arbitration Agreement. 5.1 The Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, attorneys, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteWarrants or Warrant Shares) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“"AAA”") and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons persons, shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph Section 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph Section 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph Section 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph Section 5 shall be held in Las VegasNew York, Nevada, where the principal business of the Company is located or in such other location as the Company designatesNew York. 5.3 Notwithstanding the foregoing foregoing, in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph Section 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph Section 5 is intended to benefit the security holders, agents, attorneys, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph Section 5, and each of whom may enforce this Paragraph Section 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 The Subscriber acknowledges that this Paragraph Section 5 limits a number of the Subscriber’s 's rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal repeal any decision. 5.6 Please note that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) the arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited; (v) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry; (vi) no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; or (b) the class is decertified; or (c) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration Agreement. 5.1 The Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agentsemployees, attorneys, agents or affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) Securities, shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“"AAA”") and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons persons, shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph Section 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph Section 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph Section 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph Section 5 shall be held in Las VegasWashington, Nevada, where the principal business of the Company is located or in such other location as the Company designates.D.C. 5.3 Notwithstanding the foregoing foregoing, in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph Section 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph Section 5 is intended to benefit the security holders, agentsofficers, affiliatesdirectors, associatesemployees, employees attorneys, agents and controlling persons affiliates of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph Section 5, and each of whom may enforce this Paragraph Section 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 The Subscriber acknowledges that this Paragraph Section 5 limits a number of the Subscriber’s 's rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision. 5.6 Please note that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) the arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited; (v) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry; (vi) no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; or (b) the class is decertified; or (c) the person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration Agreement. 5.1 7.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holdersecurityholder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder securityholder or any of their officers, directors, agents, affiliates, associates, employees employees, counsel or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteCommon Stock) shall be settled by binding arbitration under the United States Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“"AAA”") and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder securityholder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees employees, counsel or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 57, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 7 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 7 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Common Stock contemplated by this Agreement under any Federal Federal, state, foreign securities or state securities other laws. 5.2 7.2 The arbitration of any dispute pursuant to this Paragraph 5 7 shall be held in Las VegasNew York, Nevada, where the principal business of the Company is located or in such other location as the Company designatesNew York. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 7.3 This Paragraph 5 7 is intended to benefit the security holderssecurityholders, agents, affiliates, associates, employees employees, counsel and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 57, and each of whom may enforce this Paragraph 5 7 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 7.4 Subscriber acknowledges that this Paragraph 5 7 limits a number of Subscriber’s 's rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 6.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, attorneys, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteShares) shall be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, attorneys, associates, employees or controlling persons shall also be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 56, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 6 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 6 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Shares contemplated by this Agreement under any Federal or state securities laws. 5.2 6.2 The arbitration of any dispute pursuant to this Paragraph 5 6 shall be held in Las VegasXxxxxx, NevadaXxxxxx County Texas, where unless the principal business of Placement Agent submits a written demand to the Company is located or to have the arbitration of any specific dispute held in such other location as the Company designatesNew York City. 5.3 6.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 56, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 6.4 This Paragraph 5 6 is intended to benefit the security holders, agents, affiliates, attorneys, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 56, and each of whom may enforce this Paragraph 5 6 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 The Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holdersecurityholder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder securityholder or any of their officers, directors, agentsemployees, attorneys, agents or affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) Securities, shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“"AAA”") and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder securityholder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons persons, shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph Section 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph Section 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph Section 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal or state securities laws. 5.2 The arbitration of any dispute pursuant to this Paragraph Section 5 shall be held in Las VegasWashington, Nevada, where the principal business of the Company is located or in such other location as the Company designates.D.C. 5.3 Notwithstanding the foregoing foregoing, in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph Section 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph Section 5 is intended to benefit the security holders, agentsofficers, affiliatesdirectors, associatesemployees, employees attorneys, agents and controlling persons affiliates of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph Section 5, and each of whom may enforce this Paragraph Section 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 The Subscriber acknowledges that this Paragraph Section 5 limits a number of the Subscriber’s 's rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision. 5.6 Please note that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) the arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited; (v) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry; (vi) no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; or (b) the class is decertified; or (c) the person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Arbitration Agreement. 5.1 6.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 6 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes contemplated by this Agreement under any Federal or state securities laws. 5.2 6.2 The arbitration of any dispute pursuant to this Paragraph 5 6 shall be held in Las VegasNew York City, Nevada, where the principal business of the Company is located or in such other location as the Company designatesNew York. 5.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph 5 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.

Arbitration Agreement. 5.1 6.1 Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the NoteSecurities) shall be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity as present or former security holder of the Company in or against any of the Subscriber’s 's officers, directors, agents, affiliates, associates, employees or controlling persons shall also be settled by submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this Paragraph 5Section 6, the parties shall be entitled to any and all remedies that would be available in the absence of this Paragraph 5 Section 6 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise be applicable. This Paragraph 5 Section 6 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes Securities contemplated by this Agreement under any Federal or state securities laws. 5.2 6.2 The arbitration of any dispute pursuant to this Paragraph 5 Section 6 shall be held in Las VegasHenderson, Nevada, where the principal business of the Company is located or in such other location as the Company designates. 5.3 6.3 Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5Section 6, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration. 5.4 6.4 This Paragraph 5 Section 6 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company, each of whom shall be deemed to be a third party beneficiary of this Paragraph 56, and each of whom may enforce this Paragraph 5 Section 6 to the full extent that the Company could do so if a controversy or claim were brought against it. 5.5 Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.