Common use of Arbitration Dispute Resolution Clause in Contracts

Arbitration Dispute Resolution. All matters in dispute hereunder which are not mutually resolved by the Parties after good faith negotiation shall be resolved between the Parties pursuant to fmal and binding arbitration as follows: (a) The arbitration regarding any matter in dispute under this Agreement, shall be: (i) in the event the amount in dispute is less than One Million Dollars ($1,000,000.00), by a single arbitrator, mutually selected by Buyer and Seller; or (ii) in the event the amount in dispute equals or exceeds One Million Dollars ($1,000,000.00), by a panel of three arbitrators, one arbitrator selected by each of Buyer and Seller, and the two arbitrators in turn selecting a third arbitrator to act with them in a panel. Each arbitrator hereunder shall be a neutral-party attorney with at least fifteen (15) years substantial experience in the practice of commercial real estate transactions, chosen from the pool of then available arbitrators working with the American Arbitration Association (“AAA”). All arbitrations shall be held in Anderson, California, and shall be conducted in accordance with the arbitration rules of the AAA, existing at the date thereof, to the extent not inconsistent with this Agreement. The decision of the arbitrator or majority of the panel (as applicable) with respect to any matter in dispute hereunder shall be fmal and binding.. The determination of which Party (or combination of them) bears the costs and expenses incurred in connection with any arbitration proceeding required hereunder shall be determined by the arbitrator or panel. The Parties agree that the arbitrator or panel shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or consequential damages (or any other amount awarded for the purpose of imposing a penalty). The Parties agree that all facts and other information relating to any arbitration arising under this Agreement will be kept confidential to the fullest extent permitted by applicable law. (b) Any Party who fails to submit to binding arbitration following a lawful demand by the other Party shall bear all costs and expenses, including reasonable attorneys’ fees, (including those incurred in any trial, bankruptcy proceeding, appeal or review) incurred by the other Party in obtaining a stay of any pending judicial proceeding concerning a dispute which by the terms of this Agreement has been properly submitted to mandatory arbitration, and or compelling arbitration of any dispute. (c) The award in such arbitration may be enforced on the application of either Party by the order of judgment of a court of competent jurisdiction. The arbitrator shall resolve all disputes in accordance with the substantive law of the State of California. The arbitrator shall have no authority nor jurisdiction to award any damages or any other remedies beyond those which could have been awarded in a court of law if the Parties had litigated the claims instead of arbitrating them. No provision of, nor the exercise of any rights under this Section 12.20 shall limit the right of either Party to exercise self help remedies or obtain provisional or ancillary remedies such as an injunction, receivership, attachment or garnishment; provided, however, that any such action or proceeding arising out of this Agreement that is litigated for any reason will be litigated in courts located in Shasta County, California, and each Party consents and submits to the jurisdiction of any state or federal court located in Shasta County, California, for any such litigation. Additionally, each of the Parties waives any right it may have to trial by jury in any proceeding between or involving the Parties whether arising under this Agreement or otherwise. (d) The Parties shall use their best efforts to complete any arbitration within sixty (60) days of the filing of the dispute unless the dispute is regarding the refusal to grant a consent or approval in which case the time period shall be thirty (30) days. The arbitrator shall be empowered to impose sanctions for any Party’s failure to do so. The provisions of this arbitration provision shall survive any termination, amendment, or expiration hereof unless the Parties otherwise expressly agree in writing. Each Party agrees to keep all disputes and arbitration proceedings strictly confidential, except for the disclosure of information required in the ordinary course of business of the Parties or as required by applicable law or regulation. Any time limitation (such as the statute of limitations or laches) which would bar litigation of a claim shall also bar arbitration of the claim. If any provision of this arbitration procedure is declared invalid by any court, the remaining provisions shall not be affected thereby and shall remain fully enforceable. The Parties understand that they have decided that upon demand of either of them, their disputes as described herein will be resolved by arbitration rather than in a court and once so decided cannot later be brought, filed or pursued in court. The Parties have executed this Agreement in duplicate originals as of the Effective Date. SELLER: SIERRA PACIFIC INDUSTRIES, a California corporation By: Name: Title: BUYER: RENEGY SUSANVILLE, LLC, an Arizona limited liability company By: Name: Title: A - Description of the Property

Arbitration Dispute Resolution. All matters in dispute hereunder which are not mutually resolved by the Parties after good faith negotiation shall be resolved between the Parties pursuant to fmal and binding arbitration as follows: (a) The arbitration regarding any matter in dispute under Any controversy or claim arising out of or relating to this AgreementAgreement or the validity, inducement, or breach thereof, shall be: (i) in the event the amount in dispute is less than One Million Dollars ($1,000,000.00), be settled by arbitration before a single arbitrator, mutually selected by Buyer and Seller; or (ii) arbitrator in accordance with the event the amount in dispute equals or exceeds One Million Dollars ($1,000,000.00), by a panel Commercial Arbitration Rules of three arbitrators, one arbitrator selected by each of Buyer and Seller, and the two arbitrators in turn selecting a third arbitrator to act with them in a panel. Each arbitrator hereunder shall be a neutral-party attorney with at least fifteen (15) years substantial experience in the practice of commercial real estate transactions, chosen from the pool of then available arbitrators working with the American Arbitration Association (“AAA”). All arbitrations shall be held in Anderson) then pertaining, California, and shall be conducted in accordance with the arbitration except where those rules of the AAA, existing at the date thereof, to the extent not inconsistent conflict with this Agreement. The decision of the arbitrator or majority of the panel (as applicable) with respect to any matter provision, in dispute hereunder shall be fmal and binding.. The determination of which Party (or combination of them) bears the costs and expenses incurred in connection with any arbitration proceeding required hereunder shall be determined by the arbitrator or panelcase this provision controls. The Parties agree that hereby consent to the arbitrator or panel shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or consequential damages (or any other amount awarded of the federal district court for the purpose district in which the arbitration is held for the enforcement of imposing a penalty)this provision and entry of judgment on any award rendered hereunder. The Parties agree that all facts Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and other information relating to enter judgment on any arbitration arising under this Agreement will be kept confidential to the fullest extent permitted by applicable lawaward. (b) Any Party The arbitrator shall be an attorney who fails to submit to binding has at least 15 years of experience with a law firm or corporate law department of over 25 lawyers or was a judge of a court of general jurisdiction for at least 10 years. The arbitration following a lawful demand shall be held in Chicago, Illinois and in rendering the award the arbitrator must apply the substantive law of Illinois (except where that law conflicts with this clause), except that the interpretation and enforcement of this arbitration provision shall be governed by the other Party Federal Arbitration Act. The arbitrator shall bear all costs be neutral, independent, disinterested, and expenses, including reasonable attorneys’ fees, (including those incurred impartial and shall abide by The Code of Ethics for Arbitrators in any trial, bankruptcy proceeding, appeal or review) incurred Commercial Disputes approved by the other Party in obtaining a stay AAA. Within 45 days of any pending judicial proceeding concerning a dispute which by the terms initiation of this Agreement has been properly submitted to mandatory arbitration, the Parties shall reach agreement upon and or compelling thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight months from the selection of any disputethe arbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. (c) The award in such arbitration may be enforced on Each Party has the application of either Party by the order of judgment of a court of competent jurisdiction. The arbitrator shall resolve all disputes in accordance with the substantive law of the State of California. The arbitrator shall have no authority nor jurisdiction to award any damages right before, or any other remedies beyond those which could have been awarded in a court of law if the Parties had litigated arbitrator cannot hear the claims instead of arbitrating them. No provision ofmatter within an acceptable period, nor during the exercise of any rights under this Section 12.20 shall limit arbitration, to seek and obtain from the right of either Party to exercise self help remedies or obtain appropriate court provisional or ancillary remedies such as an attachment, preliminary injunction, receivershipreplevin, attachment etc., to avoid irreparable harm, maintain the status quo or garnishment; provided, however, that any such action or proceeding arising out of this Agreement that is litigated for any reason will be litigated in courts located in Shasta County, California, and each Party consents and submits to preserve the jurisdiction of any state or federal court located in Shasta County, California, for any such litigation. Additionally, each subject matter of the Parties waives any right it may have to trial by jury in any proceeding between or involving the Parties whether arising under this Agreement or otherwisearbitration. (d) The Parties shall use their best efforts to complete any arbitration within sixty EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. THE DECISION OF THE ARBITRATOR SHALL BE BINDING UPON THE PARTIES. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL (60INCLUDING LOST SALES OR LOST PROFITS) days of the filing of the dispute unless the dispute is regarding the refusal to grant a consent or approval in which case the time period shall be thirty (30) daysDAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. The arbitrator shall be empowered to impose sanctions for any Party’s failure to do so. The provisions of this arbitration provision shall survive any termination, amendment, or expiration hereof unless the Parties otherwise expressly agree in writing. Each Party agrees to keep all disputes and arbitration proceedings strictly confidential, except for the disclosure of information required in the ordinary course of business of the Parties or as required by applicable law or regulation. Any time limitation (such as the statute of limitations or laches) which would bar litigation of a claim shall also bar arbitration of the claim. If any provision of this arbitration procedure is declared invalid by any court, the remaining provisions shall not be affected thereby and shall remain fully enforceable. The Parties understand that they have decided that upon demand of either of them, their disputes as described herein will be resolved by arbitration rather than in a court and once so decided cannot later be brought, filed or pursued in court. The Parties have executed this Agreement in duplicate originals as of the Effective Date. SELLER: SIERRA PACIFIC INDUSTRIES, a California corporation By: Name: Title: BUYER: RENEGY SUSANVILLE, LLC, an Arizona limited liability company By: Name: Title: A - Description of the PropertyNO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS.

Arbitration Dispute Resolution. All matters To the extent feasible, the parties desire to resolve any controversies or claims or issues arising out of or relating to this Agreement through discussions and negotiations between each other. The parties agree to use their reasonable best efforts to attempt to resolve any disputes, controversies, claims or issues arising out of or relating to this Agreement by face-to-face negotiations with each other. In the event that, after discussions, such controversies, claims or issues cannot be resolved solely between the parties, then the parties shall, within 10 days after either the Company or the Stockholder gives notice to the other, jointly submit their dispute to binding arbitration in dispute hereunder which are not mutually resolved by the Parties after good faith negotiation City of Chicago, Illinois. Such arbitration shall be resolved between the Parties pursuant to fmal and binding arbitration as follows: (a) The arbitration regarding any matter in dispute under this Agreement, shall be: (i) in the event the amount in dispute is less than One Million Dollars ($1,000,000.00), administered by a single arbitrator, mutually selected by Buyer and Seller; or (ii) in the event the amount in dispute equals or exceeds One Million Dollars ($1,000,000.00), by a panel of three arbitrators, one arbitrator selected by each of Buyer and Seller, and the two arbitrators in turn selecting a third arbitrator to act with them in a panel. Each arbitrator hereunder shall be a neutral-party attorney with at least fifteen (15) years substantial experience in the practice of commercial real estate transactions, chosen from the pool of then available arbitrators working with the American Arbitration Association (“AAA”). All arbitrations shall be held in Anderson, California, and shall be conducted the "Institute") in accordance with its then prevailing rules for arbitration of business disputes (except as otherwise provided by this Agreement), by three independent and impartial arbitrators, one of whom shall be appointed by the Company, one of whom shall be appointed by the Stockholder and one of whom shall be appointed by the Institute (collectively, the "Arbitrator"). Notwithstanding anything to the contrary provided in Section 9.10 of this Agreement, the arbitration rules shall be governed by the United States Arbitration Act, 9 U.S.X.xx. 0 et. seq. The Arbitrator shall permit and facilitate such discovery as it shall determine appropriate in the circumstances, taking into account the needs of the AAA, existing at parties hereto and the date thereof, to the extent not inconsistent with this Agreement. The decision desirability of the arbitrator or majority of the panel (as applicable) with respect to any matter in dispute hereunder shall be fmal making discovery expeditious and binding.. The determination of which Party (or combination of them) bears the costs and expenses incurred in connection with any arbitration proceeding required hereunder shall be determined by the arbitrator or panel. The Parties agree that the arbitrator or panel shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or consequential damages (or any other amount awarded for the purpose of imposing a penalty). The Parties agree that all facts and other information relating to any arbitration arising under this Agreement will be kept confidential to the fullest extent permitted by applicable law. (b) Any Party who fails to submit to binding arbitration following a lawful demand by the other Party shall bear all costs and expenses, including reasonable attorneys’ fees, (including those incurred in any trial, bankruptcy proceeding, appeal or review) incurred by the other Party in obtaining a stay of any pending judicial proceeding concerning a dispute which by the terms of this Agreement has been properly submitted to mandatory arbitration, and or compelling arbitration of any dispute. (c) The award in such arbitration may be enforced on the application of either Party by the order of judgment of a court of competent jurisdictioncost effective. The arbitrator shall resolve all disputes may issue such interim orders in accordance with principles of equity as may be necessary to protect any party from irreparable harm during the substantive law pendency of any arbitration, including entry of a preliminary injunction. Any such order shall be without prejudice to the final determination of the State of Californiacontroversy. The arbitrator shall have no authority nor jurisdiction Each party to award any damages or any other remedies beyond those which could have been awarded in a court of law if the Parties had litigated the claims instead of arbitrating them. No provision of, nor the exercise of any rights under this Section 12.20 shall limit the right of either Party to exercise self help remedies or obtain provisional or ancillary remedies such as an injunction, receivership, attachment or garnishment; provided, however, that any such action or proceeding arising out of this Agreement hereby agrees that is litigated for any reason will such arbitration shall be litigated completed and a final arbitration decision rendered within 60 days of the submission of the respective dispute to arbitration, except as otherwise specified in courts located in Shasta County, Californiathis Agreement, and each Party consents of such parties shall take all actions appropriate and submits necessary to the jurisdiction of any state or federal court located in Shasta County, California, for any such litigation. Additionally, each of the Parties waives any right it may have to trial by jury in any proceeding between or involving the Parties whether arising under this Agreement or otherwise. (d) The Parties shall use their best efforts to complete any arbitration within sixty (60) days of the filing of the dispute unless the dispute is regarding the refusal to grant a consent or approval in which case the time period shall be thirty (30) days. The arbitrator shall be empowered to impose sanctions for any Party’s failure to do so. The provisions of this arbitration provision shall survive any termination, amendment, or expiration hereof unless the Parties otherwise expressly agree in writing. Each Party agrees to keep all disputes and arbitration proceedings strictly confidential, except for the disclosure of information required in the ordinary course of business of the Parties or as required by applicable law or regulation. Any time limitation (such as the statute of limitations or laches) which would bar litigation of a claim shall also bar arbitration of the claim. If any provision of this arbitration procedure is declared invalid by any court, the remaining provisions shall not be affected thereby and shall remain fully enforceable. The Parties understand that they have decided that upon demand of either of them, their disputes as described herein will be resolved by arbitration rather than in a court and once so decided cannot later be brought, filed or pursued in court. The Parties have executed this Agreement in duplicate originals as of the Effective Date. SELLER: SIERRA PACIFIC INDUSTRIES, a California corporation By: Name: Title: BUYER: RENEGY SUSANVILLE, LLC, an Arizona limited liability company By: Name: Title: A - Description of the Propertycause such

Arbitration Dispute Resolution. All matters in dispute hereunder which are not mutually resolved by the Parties after good faith negotiation shall be resolved between the Parties pursuant to fmal and binding arbitration as follows: (a) The arbitration regarding parties agree to negotiate in good faith to resolve any matter controversy, dispute or claim arising out of, in dispute under connection with, or in relation to the interpretation, performance, non-performance, validity or breach of this AgreementAgreement or the Collateral Agreements or otherwise arising out of, shall be: or in any way related to, this Agreement or the Collateral Agreements including any claim based on contract, tort, statute or constitution (i) a “Dispute”); provided that whether the parties negotiated in good faith to resolve any Disputes will not be an issue to be resolved in any forum. In the event the amount parties are unable to resolve such Dispute, any party may demand that such Dispute be determined by arbitration conducted in dispute is less than One Million Dollars ($1,000,000.00), by a single arbitrator, mutually selected by Buyer and Seller; or (ii) in the event the amount in dispute equals or exceeds One Million Dollars ($1,000,000.00), by a panel of three arbitrators, one arbitrator selected by each of Buyer and SellerEnglish, and the two arbitrators in turn selecting a third arbitrator to act with them in a panel. Each arbitrator hereunder place of such arbitration shall be a neutral-party attorney with at least fifteen (15) years substantial experience in the practice of commercial real estate transactionsDallas, chosen from the pool of then available arbitrators working with Texas. Such arbitration shall be conducted before the American Arbitration Association (the “AAA”). All arbitrations shall be held in Anderson) and, Californiaexcept as otherwise provided herein, and shall be conducted in accordance with the arbitration rules of the AAA, existing AAA in effect at the date thereoftime of such arbitration, by, and all decisions and awards shall be rendered by, three arbitrators listed on the AAA roster, one appointed by Buyer, one appointed by the Seller and one appointed by the two arbitrators appointed by the parties (together the “Arbitration Panel”). (b) Except as provided in Section 9.8(g), all controversies, disputes and claims, including those involving non-monetary remedies, whether a dispute is an arbitrable dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the extent not inconsistent with interpretation or enforceability of this Agreement. The decision of the arbitrator or majority of the panel (as applicable) with respect to any matter in dispute hereunder shall be fmal and binding.. The determination of which Party (or combination of them) bears the costs and expenses incurred in connection with any arbitration proceeding required hereunder Section 9.8, shall be determined by the arbitrator or panel. The Parties agree that Arbitration Panel in accordance with the arbitrator or panel shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or consequential damages (or any other amount awarded for rules of the purpose of imposing a penalty). The Parties agree that all facts and other information relating to any arbitration arising under this Agreement will be kept confidential to the fullest extent permitted by applicable law. (b) Any Party who fails to submit to binding arbitration following a lawful demand by the other Party shall bear all costs and expenses, including reasonable attorneys’ fees, (including those incurred in any trial, bankruptcy proceeding, appeal or review) incurred by the other Party in obtaining a stay of any pending judicial proceeding concerning a dispute which by the terms of this Agreement has been properly submitted to mandatory arbitration, and or compelling arbitration of any disputeAAA. (c) The Any award rendered by the Arbitration Panel shall be final, binding and unappealable except as provided in such arbitration the Federal Xxxxxxxxxxx Xxx, 0 X.X.X. §0 et seq., and judgment may be enforced entered on the application of either Party by the order of judgment of a court of competent jurisdiction. The arbitrator shall resolve all disputes in accordance with the substantive law of the State of California. The arbitrator shall have no authority nor jurisdiction to award any damages or any other remedies beyond those which could have been awarded in a court of law if the Parties had litigated the claims instead of arbitrating them. No provision of, nor the exercise of any rights under this Section 12.20 shall limit the right of either Party to exercise self help remedies or obtain provisional or ancillary remedies such as an injunction, receivership, attachment or garnishment; provided, however, that any such action or proceeding arising out of this Agreement that is litigated for any reason will be litigated in courts located in Shasta County, California, and each Party consents and submits to the jurisdiction of award by any state or federal court located in Shasta County, California, for any such litigation. Additionally, each of the Parties waives any right it may have to trial by jury in any proceeding between or involving the Parties whether arising under this Agreement or otherwisehaving competent jurisdiction. (d) The Parties shall use their best efforts to complete any arbitration within sixty (60) days of the filing of the dispute unless the dispute is regarding the refusal to grant a consent or approval in which case the time period Arbitration Panel shall be thirty (30) days. The arbitrator shall be empowered entitled, if appropriate, to impose sanctions for award any Party’s failure to do soremedy in such proceedings, including monetary damages, specific performance and all other forms of legal and equitable relief. The provisions of this Section 9.8 shall not apply to any dispute resolution between the parties conducted by the Reviewing Accountant pursuant to Sections 2.6 or 2.7. (e) In any arbitration provision pursuant to this Section 9.8, and before the Arbitration Panel establishes the facts of the case, each party shall survive be entitled to the timely production by the other party of relevant, non-privileged documents or copies thereof. If the parties are unable to agree on the scope and/or timing of such document production, the Arbitration Panel shall have the power, upon application of any terminationparty, amendmentto make all appropriate orders for the production of documents by any party. (f) In any arbitration pursuant to this Section 9.8, and before the Arbitration Panel establishes the facts of the case, each party shall be entitled to examine witnesses by deposition to provide non-privileged testimony that is relevant to the controversies, claims or disputes at issue. If the parties are unable to agree on the propriety of a deposition, or expiration hereof unless its scope and/or timing, the Parties otherwise expressly agree Arbitration Panel shall have the power, upon the application of any party, to make all appropriate orders in writing. Each Party agrees to keep all disputes and arbitration proceedings strictly confidential, except for the disclosure of information required in the ordinary course of business of the Parties connection with a proposed deposition. (g) In any dispute under Sections 5.3 or as required by applicable law or regulation. Any time limitation (such as the statute of limitations or laches) which would bar litigation of a claim shall also bar arbitration of the claim. If any provision 5.9 of this arbitration procedure is declared invalid by Agreement, any courtparty hereto may, notwithstanding the remaining other provisions shall not be affected of this Section 9.8, request at any time pending a final decision under this Agreement, a temporary restraining order, preliminary injunction and/or any other interim relief from any court of competent jurisdiction without thereby and shall remain fully enforceable. The Parties understand that they have decided that upon demand of either of them, their disputes as described herein will be resolved by arbitration rather than in a court and once so decided cannot later be brought, filed or pursued in court. The Parties have executed waiving its other rights under this Agreement or being in duplicate originals as violation of the Effective Date. SELLER: SIERRA PACIFIC INDUSTRIES, a California corporation By: Name: Title: BUYER: RENEGY SUSANVILLE, LLC, an Arizona limited liability company By: Name: Title: A - Description of the Propertythis Section 9.8.

Arbitration Dispute Resolution. All matters Etc. Unless otherwise provided herein, in the event that there shall be a dispute hereunder which are not mutually resolved by (a “Dispute”) among the Parties after good faith negotiation parties arising out of or relating to this Agreement, or the breach thereof, the parties agree that such dispute shall be resolved between the Parties pursuant to fmal by final and binding arbitration as follows: (a) The arbitration regarding any matter in dispute under this Agreement, shall be: (i) in the event the amount in dispute is less than One Million Dollars ($1,000,000.00), by before a single arbitratorarbitrator in San Diego County, mutually selected California, administered by Buyer and Seller; or (ii) in the event the amount in dispute equals or exceeds One Million Dollars ($1,000,000.00), by a panel of three arbitrators, one arbitrator selected by each of Buyer and Seller, and the two arbitrators in turn selecting a third arbitrator to act with them in a panel. Each arbitrator hereunder shall be a neutral-party attorney with at least fifteen (15) years substantial experience in the practice of commercial real estate transactions, chosen from the pool of then available arbitrators working with the American Arbitration Association (the “AAA”). All arbitrations shall be held in Anderson, California, and shall be conducted in accordance with the arbitration rules National Rules for the Resolution of Employment Disputes of the AAAAAA (the “Rules”). If the parties are unable to agree upon an arbitrator, existing at the date thereof, to the extent not inconsistent with this Agreement. The decision of the arbitrator or majority of the panel (as applicable) with respect to any matter in dispute hereunder one shall be fmal and binding.. The determination of which Party (or combination of them) bears the costs and expenses incurred in connection with any arbitration proceeding required hereunder shall be determined appointed by the arbitrator or panel. The Parties agree that the arbitrator or panel shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or consequential damages (or any other amount awarded for the purpose of imposing a penalty). The Parties agree that all facts and other information relating to any arbitration arising under this Agreement will be kept confidential to the fullest extent permitted by applicable law. (b) Any Party who fails to submit to binding arbitration following a lawful demand by the other Party shall bear all costs and expenses, including reasonable attorneys’ fees, (including those incurred in any trial, bankruptcy proceeding, appeal or review) incurred by the other Party in obtaining a stay of any pending judicial proceeding concerning a dispute which by the terms of this Agreement has been properly submitted to mandatory arbitration, and or compelling arbitration of any dispute. (c) The award in such arbitration may be enforced on the application of either Party by the order of judgment of a court of competent jurisdiction. The arbitrator shall resolve all disputes AAA in accordance with the substantive law Rules. The arbitrator’s decision shall be final and binding upon the parties, and may be entered and enforced in any court of competent jurisdiction by either of the State of Californiaparties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. The Company will pay the direct costs and expenses of the arbitration. You and the Company are responsible for your respective attorneys’ fees incurred in connection with enforcing this Agreement; however, you and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees within forty-five (45) days following any such award, but in no authority nor jurisdiction event later than the last day of your taxable year following the taxable year in which the fees were incurred; provided, further, that the parties’ obligations pursuant to award this sentence shall terminate on the tenth (10th) anniversary of your termination of employment. This Section 11 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages or any other remedies beyond those which could have been awarded in a court of law if the Parties had litigated the claims instead of arbitrating them. No provision of, nor the exercise of any rights under this Section 12.20 shall limit the right of either Party Agreement or relating to exercise self help remedies or obtain provisional or ancillary remedies such as an injunction, receivership, attachment or garnishmentyour employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation, injunctive relief, in any court of competent jurisdiction. Seeking any such action or proceeding arising out of this Agreement that is litigated for any reason will be litigated in courts located in Shasta County, California, and each Party consents and submits to the jurisdiction of any state or federal court located in Shasta County, California, for any such litigation. Additionally, each of the Parties waives any right it may have to trial by jury in any proceeding between or involving the Parties whether arising under this Agreement or otherwise. (d) The Parties shall use their best efforts to complete any arbitration within sixty (60) days of the filing of the dispute unless the dispute is regarding the refusal to grant a consent or approval in which case the time period shall be thirty (30) days. The arbitrator shall be empowered to impose sanctions for any Party’s failure to do so. The provisions of this arbitration provision shall survive any termination, amendment, or expiration hereof unless the Parties otherwise expressly agree in writing. Each Party agrees to keep all disputes and arbitration proceedings strictly confidential, except for the disclosure of information required in the ordinary course of business of the Parties or as required by applicable law or regulation. Any time limitation (such as the statute of limitations or laches) which would bar litigation of a claim shall also bar arbitration of the claim. If any provision of this arbitration procedure is declared invalid by any court, the remaining provisions relief shall not be affected thereby deemed to be a waiver of such party’s right to compel arbitration. Both you and shall remain fully enforceable. The Parties understand that they have decided that upon demand of either of them, their disputes as described herein will be resolved by arbitration rather than in the Company expressly waive your rights to a court and once so decided cannot later be brought, filed or pursued in court. The Parties have executed this Agreement in duplicate originals as of the Effective Date. SELLER: SIERRA PACIFIC INDUSTRIES, a California corporation By: Name: Title: BUYER: RENEGY SUSANVILLE, LLC, an Arizona limited liability company By: Name: Title: A - Description of the Propertyjury trial.

Arbitration Dispute Resolution. All matters in dispute hereunder which are not mutually resolved by the Parties after good faith negotiation shall be resolved between the Parties pursuant to fmal final and binding arbitration as follows: (a) The arbitration regarding any matter in dispute under this Agreement, shall be: (i) in the event the amount in dispute is less than One Million Dollars ($1,000,000.00), by a single arbitrator, mutually selected by Buyer and Seller; or (ii) in the event the amount in dispute equals or exceeds One Million Dollars ($1,000,000.00), by a panel of three arbitrators, one arbitrator selected by each of Buyer and Seller, and the two arbitrators in turn selecting a third arbitrator to act with them in a panel. Each arbitrator hereunder shall be a neutral-party attorney with at least fifteen (15) years substantial experience in the practice of commercial real estate transactions, chosen from the pool of then available arbitrators working with the American Arbitration Association (“AAA”). All arbitrations shall be held in Anderson, California, and shall be conducted in accordance with the arbitration rules of the AAA, existing at the date thereof, to the extent not inconsistent with this Agreement. The decision of the arbitrator or majority of the panel (as applicable) with respect to any matter in dispute hereunder shall be fmal final and binding.. . The determination of which Party (or combination of them) bears the costs and expenses incurred in connection with any arbitration proceeding required hereunder shall be determined by the arbitrator or panel. The Parties agree that the arbitrator or panel shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or consequential damages (or any other amount awarded for the purpose of imposing a penalty). The Parties agree that all facts and other information relating to any arbitration arising under this Agreement will be kept confidential to the fullest extent permitted by applicable law. (b) Any Party who fails to submit to binding arbitration following a lawful demand by the other Party shall bear all costs and expenses, including reasonable attorneys’ fees, (including those incurred in any trial, bankruptcy proceeding, appeal or review) incurred by the other Party in obtaining a stay of any pending judicial proceeding concerning a dispute which by the terms of this Agreement has been properly submitted to mandatory arbitration, and or compelling arbitration of any dispute. (c) The award in such arbitration may be enforced on the application of either Party by the order of judgment of a court of competent jurisdiction. The arbitrator shall resolve all disputes in accordance with the substantive law of the State of California. The arbitrator shall have no authority nor jurisdiction to award any damages or any other remedies beyond those which could have been awarded in a court of law if the Parties had litigated the claims instead of arbitrating them. No provision of, nor the exercise of any rights under this Section 12.20 shall limit the right of either Party to exercise self help remedies or obtain provisional or ancillary remedies such as an injunction, receivership, attachment or garnishment; provided, however, that any such action or proceeding arising out of this Agreement that is litigated for any reason will be litigated in courts located in Shasta County, California, and each Party consents and submits to the jurisdiction of any state or federal court located in Shasta County, California, for any such litigation. Additionally, each of the Parties waives any right it may have to trial by jury in any proceeding between or involving the Parties whether arising under this Agreement or otherwise. (d) The Parties shall use their best efforts to complete any arbitration within sixty (60) days of the filing of the dispute unless the dispute is regarding the refusal to grant a consent or approval in which case the time period shall be thirty (30) days. The arbitrator shall be empowered to impose sanctions for any Party’s failure to do so. The provisions of this arbitration provision shall survive any termination, amendment, or expiration hereof unless the Parties otherwise expressly agree in writing. Each Party agrees to keep all disputes and arbitration proceedings strictly confidential, except for the disclosure of information required in the ordinary course of business of the Parties or as required by applicable law or regulation. Any time limitation (such as the statute of limitations or laches) which would bar litigation of a claim shall also bar arbitration of the claim. If any provision of this arbitration procedure is declared invalid by any court, the remaining provisions shall not be affected thereby and shall remain fully enforceable. The Parties understand that they have decided that upon demand of either of them, their disputes as described herein will be resolved by arbitration rather than in a court and once so decided cannot later be brought, filed or pursued in court. The Parties have executed this Agreement in duplicate originals as of the Effective Date. SELLER: SIERRA PACIFIC INDUSTRIES, a California corporation By: Name: Title: BUYER: RENEGY SUSANVILLE, LLC, an Arizona limited liability company By: Name: Title: RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: Documentary transfer tax is $ computed on full value of property conveyed, or computed on full value less value of liens and encumbrances remaining at time of sale. Signature of Declarant or Agent Determining Tax FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, hereby GRANTS to the following described real property in County, State of California: Assessor’s Parcel No. Dated: A - Description of the Property