Common use of Arbitration of Disputes Clause in Contracts

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. If the Seller Representative and the Buyer are unable to resolve all Disputed Items within 20 Business Days after delivery of the Buyer Response Notice (a) If any grievance has not been satisfactorily settled pursuant or such longer period as may be mutually agreed by the Buyer and the Seller Representative), then all unresolved Disputed Items shall be submitted to the foregoing provisions either party mayArbitration Firm, which shall be jointly engaged by the Buyer and the Seller Representative, to promptly review the applicable Earn-Out Statement and resolve the Disputed Items. The Buyer and the Seller Representative will request that the Arbitration Firm render its determination within five (5) working days, serve notice in writing submitting 60 days following submission to arbitration according it of such Disputed Items. The scope of the disputes to be resolved by the Arbitration Firm is limited to the following provisions. Disputed Items. In resolving any Disputed Item, the Arbitration Firm (i) The notice submitting to arbitration shall contain will determine the name resolution of the appointee to Disputed Items for purposes of establishing the Arbitration Board Company’s EBITDA for the corresponding Earn-Out Period, and the resulting Earn-Out Payment for such Earn-Out Period, each in accordance with the provisions of this Schedule, including the party making the submission. The recipient of the notice shalldefinitions, within ten (10) working days of receipt of the submission(s)calculations and accounting rules set forth herein, inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After may not assign a value to any item greater than the second party has appointed its arbitrator greatest value claimed for such item by either the two nominees to Buyer or the Arbitration Board shallSeller Representative or less than the smallest value claimed for such item by either the Buyer of the Seller Representative, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. and (iii) If will base its determination solely on written materials submitted by the recipient Buyer and the Seller Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Arbitration Firm shall have the sole and exclusive authority to resolve the Disputed Items even if the resolution of legal issues is required to resolve the Disputed Items. The Parties further agree that the Arbitration Firm shall also have the sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of Arbitration Firm’s choosing with respect to legal conclusions or judgments arising from the Disputed Items, provided that the Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the notice fails to select an appointeeParties. The costs of any fees and expenses of the Arbitration Firm will be borne in equal parts by the Buyer, or if on the two appointees fail to agree upon a chairperson within one hand, and the time limitSellers, then on the appointment shall be other hand. All determinations made by the Minister of Labour upon request of either party. No person may Arbitration Firm will be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrablefinal, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final conclusive and binding upon on the parties and any teacher affected by it. The decision of a majority Parties, absent fraud or manifest error on the part of the Arbitration Board is the decision of Firm, upon which the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee Firm will deliver to the Arbitration Board Buyer and the Seller Representative a revised Earn-Out Statement setting forth the updated calculation of Company’s EBITDA for the applicable Earn-Out Period and the applicable Earn-Out Payment, as modified by the Arbitration Firm’s final determinations, which will be deemed final, non-appealable and binding among the parties shall equally share the cost hereto for all purposes of the chairperson. (vii) Each party this Schedule, and upon which a judgment may be represented at the arbitration rendered by two representatives a court of its choicecompetent jurisdiction, and will not be subject to further appeal or review. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (aWhile we have no expectation that a problem will arise concerning the fee(s) If any grievance has not been satisfactorily settled pursuant or other matters relating to this Agreement, should one develop, it is the foregoing provisions either party mayParties’ mutual desire that it be resolved expeditiously and economically. The Parties all recognize that arbitration will accomplish that result. Accordingly, within five (5) working daysin the event of a disagreement or controversy between the Client, serve notice in writing submitting to arbitration according to including it’s parents’, subsidiaries, affiliates, investors, employees, officers, directors, agents, principals, successors, and assigns, on the following provisions. (i) The notice submitting to arbitration shall contain one hand and Law Firm, including its partners, associates, attorneys, employees, agents, principals, successors, and assigns, on the name other hand, concerning Law Firm’s representation of the appointee Client, the performance of this Agreement, the fees due under this Agreement, the Expenses due or to be reimbursed under this Agreement, the Arbitration Board meaning of any part of this Agreement, the extent of the party making rights and obligations under this Agreement, any claim of breach of or termination of this Agreement, any claim of malpractice or malfeasance, or any matter related to this Agreement or Law Firm’s relationship with Client, then it shall be resolved by binding arbitration which will be conducted in accordance with the submissionCommercial Arbitration Rules of the American Arbitration Association (“AAA”), but which will not be administered by the AAA. There will be three arbitrators on the panel, all of whom will be attorneys residing in Xxxxxx County, Texas. The recipient of arbitrators will be selected as follows: Law Firm will select one arbitrator; the notice shallClient will select one arbitrator; and those two arbitrators will select the third arbitrator, within ten (10) working days of receipt of the submission(s), inform the other but if one party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails or refuses to select an appointee, arbitrator or if the two appointees fail to party selected arbitrators cannot agree upon on who should be selected, a chairperson within state district judge of Xxxxxx County, Texas, will appoint the time limitarbitrator(s) for the vacant position(s). The compensation of each arbitrator will be determined by agreement between Law Firm and Client, then and the appointment shall arbitrators, and failing such agreement, the compensation will be made based on the regular hourly rate or other fee regularly charged by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by itarbitrators for professional services. The decision of the arbitrators shall be final, and a majority judgment based on any award by the arbitrators may be entered in any state civil district court in Xxxxxx County, Texas. The Parties hereby agree that this Agreement is performable in Xxxxxx County, Texas, and, in the unlikely event that there is any litigation or arbitration concerning this Agreement, the Parties agree that they will not contest the personal jurisdiction or the venue of the Arbitration Board is the decision of the Arbitration Boardstate civil district courts in Xxxxxx County, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the Texas. The Parties agree that any arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board under this section shall be submitted conducted in writing by registered mail or personal delivery to the two partiesXxxxxx County, Texas.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled Subject to Section 11.10, except with respect to the selection of the Banker Arbiter and the determination of Fair Market Value, in each case pursuant to Section 4.2, any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a Breach thereof (a “Dispute”), shall be exclusively referred to, and finally settled exclusively by, arbitration under and in accordance with the foregoing Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (“ICC”). The arbitration panel shall have the exclusive right to determine arbitrability of any Dispute. In the event of a conflict between the Rules of the ICC and any provisions either party mayof this Agreement, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisionsthis Agreement shall govern. (ib) The notice submitting to place of arbitration shall contain be New York, New York, and the name award shall be deemed to have been made there. (c) The arbitral tribunal shall consist of three arbitrators, one Qualified Arbitrator appointed by the appointee party or parties (acting together) initiating the arbitration (the “Claimant”) and one Qualified Arbitrator appointed by the responding party or parties (acting together) to the Arbitration Board of dispute (the party making the submission. The recipient of the notice shall“Respondent”), within and a third Qualified Arbitrator who must be an attorney licensed to practice law with at least ten (10) working years experience in handling complex merger and acquisition and/or corporate transactions or commercial disputes, and who shall act as chairman of the tribunal jointly appointed by the other two Qualified Arbitrators that have been appointed as provided in this Section 11.9. If the Respondent has failed to appoint a Qualified Arbitrator within thirty (30) days of receipt receiving written notice of the submission(s), inform the other party in writing appointment of the name Claimant’s Qualified Arbitrator, or vice-versa, and/or if within thirty (30) days following the appointment of its appointee the later-appointed of such two party-appointed Qualified Arbitrators the two party-appointed Qualified Arbitrators have not agreed upon the appointment of a chairman, either the Claimant or the Respondent may apply to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shallICC, within ten (10) working days, appoint a third person who shall which will serve as the chairperson of this committee. (iii) If the recipient appointing authority, and shall appoint a Qualified Arbitrator on behalf of the notice fails non-appointing party or shall appoint the chairman, as applicable. With respect to select an appointeesaid panel of three (3) Qualified Arbitrators, in the event that there are three (3) or more parties to a dispute: (i) if the interest of the parties acting as Claimant are sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator, or if the two appointees fail to agree upon a chairperson within the time limitClaimant is only one party, then the appointment Claimant shall be made entitled to appoint one Qualified Arbitrator; (ii) if the interest of the parties acting as Respondent are sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator or if the Respondent is only one (1) party, then the Respondent shall be entitled to appoint one Qualified Arbitrator; (iii) (A) if the interests of the parties acting as Claimant are not sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator or (B) the interests of the parties acting as Respondent are not sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator, then all Qualified Arbitrators shall be appointed by the Minister ICC. The arbitration proceedings shall be administered by the ICC and the costs of Labour the arbitration shall be determined pursuant to the schedule of fees for arbitrators in international cases which the ICC administers. (d) Notwithstanding this Section 11.9, nothing contained herein shall be construed as a waiver of a right to bring or commence any action authorized by Article 23 of the ICC Rules of Arbitration (Conservatory and Interim Measures) in any state or federal court located in the State of New York, County of New York, or in xxx xxxx xx xxxxxx xx Xxxxxxxx, Xxxxx. Each of the parties hereto irrevocably consents to the non-exclusive jurisdiction of said courts for that purpose. Furthermore, to avoid duplicative and competing actions and the possibility of inconsistent results, each party agrees to submit all such disputes authorized by Article 23 of the ICC Rules of Arbitration to the court hearing the first such action filed seeking such relief. Moreover, each party submits to the jurisdiction of such court for purposes of such an Article 23 action and agrees that service of process pursuant to the Notice provision set forth in Section 11.4 shall be deemed sufficient service to commence such an action. (e) The language of the arbitration shall be English, provided that any party may submit testimony or documentary evidence in a language other than English, and shall, upon request of either party. No person may be appointed any other party to the Arbitration Board who has participated directly in an attempt to settle the grievancearbitration, furnish a translation or interpretation into English of any such testimony or documentary evidence. (ivf) The Arbitration Board established as above Any decision or award of the arbitration panel shall decide the grievance submitted to it be reasoned and any related question(s) including whether the matter is arbitrablein writing, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by itto the arbitration proceeding. The parties hereby agree not to invoke or execute any and all rights to appeal, review, vacate or impugn such decision of or award by the arbitration panel. The parties also agree that the arbitral decision or award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found, and that a majority judgment upon the arbitral decision or award may be entered in any court having jurisdiction. Without prejudice to any other powers which it may possess, the arbitral tribunal shall have the power to make provisional awards and take any interim measures it deems necessary in respect of the Arbitration Board is the decision subject-matter of the Arbitration Board, but if there is no majority, the decision of the chairperson governsdispute. (vig) Each The parties hereby agree that if any party shall pay the cost of its own appointee to the Arbitration Board and arbitration proceeding fails or refuses to voluntarily comply with any arbitral decision or award within thirty (30) days after the parties shall equally share the cost date on which it receives notice of the chairpersondecision or award, the other party(ies), the arbitration panel or their attorneys-in-fact may immediately proceed to seek confirmation of the award and/or request judicial approval necessary for the execution of such decision or award, before a competent judge of the domicile of such refusing party or before any other court of competent jurisdiction. Further, if any prevailing party(ies) is required to retain counsel to enforce the arbitral decision or award, the party against whom the decision or award is made shall reimburse the prevailing party for all reasonable fees and expenses incurred and paid to said counsel for such service. (viih) Each The parties agree that notifications of any proceedings, reports, communications, orders, arbitral decisions, arbitral awards, arbitral award enforcement petitions, and any other document shall be sent as set forth Section 11.4 of this Agreement. To facilitate the comprehensive resolution of related disputes, and upon request by any party may be represented at to the arbitration by two representatives proceeding, the arbitral tribunal may, at any time before the first oral hearing of its choiceevidence, consolidate the arbitration proceeding with any other arbitration proceeding between or among the parties arising from or out of any other contract or relationship between or among them. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. If any Dispute has not been resolved by the non-binding procedures set forth in Sections 6.2 and 6.3 within the time periods provided for therein, either party may submit the Dispute to arbitration administered by the American Arbitration Association ("AAA") under its then current ICDR International Arbitration Rules ("AAA International Rules"), and as set forth in this Article. The arbitration proceeding shall take place in London, UK, in English, before a panel of three (3) arbitrators, all of whom shall be admitted to practice law in at least one jurisdiction in the United States, and at least one of whom shall have substantial experience in the field of patent licenses. The arbitration shall be commenced and conducted as follows: (a) If Three arbitrators, appointed in accordance with the AAA International Rules, shall hear the Dispute. Any person who (or whose spouse) is or has been an employee, officer, director, partner, legal counsel, consultant to or agent of ITC, IDC or Licensee or any grievance has of their respective Affiliates shall be deemed to be partial and to have a conflict of interest and may not been satisfactorily settled pursuant be appointed an arbitrator. Should an arbitrator die, resign, refuse to act, or become incapable of performing his or her functions as an arbitrator, the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to AAA may declare a vacancy on the following provisionsArbitral Tribunal. The vacancy shall be filled by the method by which that arbitrator was originally appointed. (ib) The notice submitting parties shall request that the arbitrators conduct the arbitration proceeding in an expedited fashion in order to arbitration shall contain complete the name proceeding within one (1) year of the appointee to date upon which the Arbitration Board of arbitration was initiated under the party making the submissionAAA Institutional Rules. The recipient of parties shall use their best efforts to cooperate with the notice shallarbitrators to complete the proceeding within such one (1) year period. However, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration BoardArbitral Tribunal may extend this period for good cause shown. (iic) After The arbitration proceedings shall be governed by this Agreement, the second party has appointed AAA International Rules, and by the procedural arbitration law of the site of the arbitration, and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The Arbitral Tribunal shall determine the matters at issue in the Dispute in accordance with the substantive law of the State of New York and U.S. Federal patent law, without regard to conflicts of law principles. The Arbitral Tribunal shall decide the issues submitted as arbitrators at law only and shall base its arbitrator award, and any interim awards, upon the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson terms of this committeeAgreement and U.S. Federal patent law and the laws of the State of New York. The Arbitral Tribunal is not empowered to and shall not act as amiable compositeur or ex aequo et xxxx. (iiid) If The Arbitral Tribunal shall take into account applicable principles of legal privilege and related protections, such as those involving the recipient confidentiality of communications between a lawyer and a client and the notice fails to select an appointeework product of a lawyer, and no party or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person witness may be appointed required to waive any privilege recognized at law. The Arbitral Tribunal shall issue orders as reasonably necessary to protect the Arbitration Board who has participated directly in an attempt to settle the grievanceconfidentiality of proprietary information, trade secrets, and other sensitive information disclosed. (ive) The Arbitration Board Pursuant to a schedule to be established as above shall decide by the grievance submitted to it and any related question(s) including whether the matter is arbitrableArbitral Tribunal, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share exchange those documents upon which the cost producing party may rely in support of any claim or defense. The parties may further exchange documents in response to written requests for disclosure of non-privileged documents directly relevant to the determination of the chairperson. (vii) Each party may be represented at issues presented for determination by the arbitration by two representatives Arbitral Tribunal. Any dispute regarding such requests for disclosure or the adequacy of its choice. (viii) The decision of the Arbitration Board any party's disclosures shall be submitted in writing determined by registered mail or personal delivery to the two partiesArbitral Tribunal consistent with the expedited nature of arbitration.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions provisions, either party may, may within five (5) working days, serve notice notice, in writing writing, submitting to arbitration according to the following provisions.: (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, shall within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator nominee, the two nominees to the Arbitration Board shall, within ten (10) working days, days appoint a third person who shall serve as the chairperson of this committeeArbitration Board. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above above, shall decide the grievance submitted to it it, and any related question(s) ), including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance grievance, and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board Board, and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted submitted, in writing, by registered mail, or personal delivery, to the two parties. (b) As an alternative to 7.05 above, both parties may, upon mutual agreement, choose a single arbitrator to settle the grievance. (i) The notice submitting to a single arbitrator shall contain the names of the three suggested appointees of the party making the submission. The recipient either agrees to one of the nominees or suggests three other appointees. (ii) If the parties fail to select an appointee, then the appointment shall be made by the Minister of Labour on request of either party. No person may be appointed who has participated directly in an attempt to settle the grievance. (iii) The Arbitrator established as above, shall decide the grievance, and any related question(s), including whether the matter is arbitrable, but this Arbitrator shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (iv) The Arbitrator shall hear and decide the grievance, and shall issue a decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. (v) The parties shall equally share the cost of the Arbitrator. (vi) The decision of the Arbitrator shall be submitted, in writing, by registered mail or personal delivery delivery, to the two parties.

Arbitration of Disputes. If a dispute arises between the parties relating to this Agreement, the following shall be the sole and exclusive procedure for enforcing the terms hereof and for seeking relief hereunder: (ai) If CPR. Following good faith negotiations between the parties hereto (or, with respect to a Contested Reimbursement, between Ford and Visteon in accordance with subsection 3.2 hereof), any grievance has dispute arising among the parties relating to this Agreement including any Contested Reimbursement that is not been satisfactorily settled pursuant resolved in accordance with subsection 3.2(i) will be submitted to mandatory, final and binding arbitration before a sole arbitrator in accordance with the foregoing provisions either party mayCPR Rules, within including discovery rules, for Non-Administered Arbitration, as follows. Within five (5) working daysBusiness Days after the selection of the arbitrator, serve notice in writing submitting to arbitration according each party shall submit its requested relief to the following provisions. other parties (iexcept that in the case of a Contested Reimbursement notice only has to be given to Ford or Visteon as the case may be) The notice submitting and to arbitration the arbitrator with a view toward settling the matter prior to commencement of discovery. If no settlement is reached, then discovery shall contain proceed subject to the name authority of the appointee arbitrator to resolve discovery disputes between the parties. Upon the conclusion of discovery, each party shall again submit to the Arbitration Board arbitrator its requested relief (which may be modified from the initial submission) and, in the case of a Contested Reimbursement, the arbitrator shall select only the entire requested relief submitted by one party or the other, as the arbitrator deems most appropriate. The arbitrator shall not select one party's requested relief as to certain claims or counterclaims and the other party's requested relief as to other claims or counterclaims; rather, the arbitrator must only select one or the other party's entire requested relief on all of the party making asserted claims and counterclaims, and the submissionarbitrator will enter a final ruling that adopts in whole such requested relief, provided, however, that with respect to a Request for Escrow Reimbursement the arbitrator may act separately upon each portion of such request that has been contested under subsection 3.2 hereof. The recipient of arbitrator will limit his/her final ruling to selecting the notice shall, within ten (10) working days of receipt of requested relief he/she considers the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made most appropriate from those submitted by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. 7.1 Each party is required to notify the other parties, in writing, of any dispute, claim, or controversy arising out of this Agreement, any other agreement referenced herein or therein or any transactions contemplated hereby or thereby. As to disputes related to indemnification, the parties will provide written notice in accordance with Section 6.7. As to all other disputes, the parties will provide notice in the form of a written description of the basis for the dispute and the remedy sought, delivered in accordance with Section 11.9. If, within thirty days after delivery of the notice, the parties are unable to resolve the dispute, then any party may submit the dispute to binding arbitration. 7.2 Any dispute, claim, or controversy arising out of this Agreement, any other agreement referenced herein or therein or any transactions contemplated hereby or thereby which cannot be resolved by the parties, including but not limited to Indemnification Demands made pursuant to Section 6.7 and the determination of the scope or applicability of this agreement to arbitrate, will be determined by binding arbitration conducted by one arbitrator and administered by Judicial Arbitration and Mediation Services, Inc. (a“JAMS”) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions either party mayprocess set forth in its Comprehensive Arbitration Rules and Procedures then in effect except to the extent those rules conflict with any provision of this section. If, within five (5) working daysthirty days after submission of any dispute to arbitration, serve notice in writing submitting the parties cannot mutually agree on one arbitrator, then the parties will arrange for JAMS to arbitration designate a single arbitrator according to the following provisionsprocess set forth in its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. (i) 7.3 The notice submitting arbitrator will set a limited time period and establish procedures designed to arbitration shall contain reduce the name cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the appointee arbitrator, to discover relevant information from the Arbitration Board opposing parties about the subject matter of the party making the submissiondispute. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select In an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in arbitration regarding an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majorityIndemnification Demand, the decision of the chairperson governsarbitrator as to the validity and amount of any indemnification claim in such Indemnification Demand will be subject to the limitations set forth in this Agreement and final, binding, and conclusive upon the parties. In an arbitration to resolve any other dispute, claim, or controversy arising out of this Agreement, the decision of the arbitrator will be final, binding, and conclusive upon the parties. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) 7.4 The decision of the Arbitration Board shall arbitrator will be submitted written and will be supported by written findings of fact and conclusions which will set forth the award, judgment, decree or order awarded by the arbitrator. As part of such award, the prevailing party (as determined by the arbitrator) will be awarded reasonable legal fees and expenses incurred in writing conjunction with the dispute and the non-prevailing party will be required to pay such fees. The parties agree that the arbitrator’s fees and the administrative fee of JAMS will be split evenly. All payments required by registered mail the decision of the arbitrator will be made within 30 days after the decision of the arbitrator is rendered. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. 7.5 The parties to this Agreement agree that, in the event of any Breach or personal delivery threatened Breach by any party to this Agreement of any covenant, obligation or other provision set forth in this Agreement for the two partiesbenefit of any other party to this Agreement, such other party will be entitled to seek (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance to enforce the observance and performance of such covenant, obligation or other provision, and (ii) an injunction restraining such Breach or threatened Breach in an arbitration instituted pursuant to this Section 7.

Arbitration of Disputes. 10.1. All disputes, controversies or claims between the parties hereto, arising under, out of, or in any way relating to this Agreement including without limitation, the execution, delivery, validity, enforceability, performance, breach, discharge, interpretation or construction of this Agreement, that are not settled within thirty (a30) If any grievance has not been satisfactorily settled pursuant to days (or such longer period as may be mutually agreed upon) from the foregoing provisions date that either party may, within five (5) working days, serve notice notifies the other in writing submitting to that such dispute or disagreement exists shall be finally settled by arbitration according to in a proceeding conducted under the following provisionsthen existing UNCITRAL Arbitration Rules by three (3) arbitrators appointed and acting in accordance with said rules and the procedure set forth herein, whose award shall final and binding upon the parties. 10.2. Each party may select one (i1) The notice submitting arbitrator, and the two (2) selected arbitrators shall choose a third arbitrator to arbitration shall contain the name serve as chairman of the appointee to the Arbitration Board of arbitration. If the party making the submission. The recipient of the notice shall, fails to select an arbitrator within ten (10) working days of receipt of after the submission(s)arbitration is sought, inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator or the two nominees (2) arbitrators fail to the Arbitration Board shall, select a third arbitrator within ten (10) working daysdays after they are both appointed, appoint a third person who the President of the Stockholm Chamber of Commerce shall serve as make the chairperson of this committeeappointment. (iii) If the recipient of the notice fails 10.3. The arbitrators to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board herein shall have no power interest in this Agreement or either of the parties, and need not be a resident of the country of the parties or among those individuals on the list of any commercial arbitration association. Any challenge to alter, modify, or amend this agreement nor make any the suitability of an arbitrator shall be decided by the President of the Stockholm Chamber of Commerce whose decision inconsistent therewithon the matter shall be final. (v) 10.4. The Arbitration Board cost of any arbitration conducted pursuant to this Agreement shall hear be borne equally by the parties, provided, however, that each party shall pay its own attorney's fees. Notwithstanding the foregoing, as part of the arbitration award, the arbitrators may include in the award the reasonable attorneys' fees and decide cost of the grievance and arbitration to the prevailing party. 10.5. The arbitrators shall endeavor to issue its a decision in writing and suitable for enforcement under international law within six months from the date the party seeking arbitration files its written claim under the UNCITRAL Arbitration Rules. The decision of a majority of the arbitrators shall be final and binding upon the parties and neither party shall seek recourse to a court of law or to other authorities to appeal or request revision of the award. Judgment upon the award returned by the arbitrators may be entered and enforced in any teacher affected by itcourt having jurisdiction over the parties or the parties' assets. 10.6. The decision of a majority arbitration proceeding shall take place in Stockholm, Sweden, at the premises of the Stockholm Chamber of Commerce Institute of Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted conducted in writing by registered mail or personal delivery to the two partiesEnglish language.

Arbitration of Disputes. Any controversy, dispute or claim arising out of or from this lease, or alleged breach thereof, shall be settled by arbitration pursuant to the Uniform Arbitration Act of the State of Idaho (Sections 7-901, et. seq., Idaho Code) as amended and as in effect on the date either party commences arbitration proceedings. Said Act shall control the substantive and procedural aspects of the proceedings unless otherwise agreed in this lease. Judicial review may be had pursuant to said Act. (a) If any grievance Proceedings shall be initiated by the complaining party serving upon the other party a complaint, as would be done in court proceedings. The allegations regarding the circumstances giving rise to the issues to be arbitrated shall be stated in detail and with particularity. The party upon whom the complaint is served shall answer or otherwise respond with a pleading just as is required by the Idaho Rules of Civil Procedure for a court action. Except, however, the response shall be served upon the initiating party within 30 days from the date of service of the complaint. (b) The parties shall agree upon an arbitrator, who is neutral, competent and willing to serve and, if possible, who has not been satisfactorily settled experience in cases involving mining and mining contracts. Should the parties fail to reach agreement on appointment of an arbitrator within 20 days from the date proceedings are initiated, either party may apply to the court for appointment of an arbitrator who meets the criteria set forth herein pursuant to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisionsof section 0-000 Xxxxx Code. (ic) The notice submitting to arbitration Prehearing discovery shall contain the name not be allowed except upon order of the appointee arbitrator for good cause shown, the parties being in agreement that the expense and time associated with discovery should be minimized, and that this desire should, however, be balanced against the need for each party to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of be able to effectively present its appointee to the Arbitration Boardcase. (iid) After the second Each party has appointed its arbitrator the two nominees to the Arbitration Board shallarbitration proceedings shall bear one-half of the arbitrator's fees and expenses, which shall be promptly paid by each party monthly within ten (10) working days15 days from the submission by the arbitrator to the parties of his/her reasonably detailed and itemized statement for services rendered, appoint a third person who which statement shall serve as be submitted by the chairperson arbitrator at the end of this committeeeach month. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vie) Each party shall pay the cost of bear its own appointee attorney's fees and costs of litigation for the proceedings before the arbitrator. This subparagraph (e) is not applicable to court proceedings, in which event the Arbitration Board parties recognize that applicable law shall govern and the parties shall equally share matter will be decided by the cost of the chairpersoncourt. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. I acknowledge that the arbitration provisions of my written employment agreement with the Company, which are hereby incorporated by reference, shall remain in effect. TAKE THIS RELEASE HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT: IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. IF YOU WISH, YOU SHOULD TAKE ADVANTAGE OF THE FULL CONSIDERATION PERIOD AFFORDED BY SECTION 5 AND YOU SHOULD CONSULT YOUR ATTORNEY. Executed on this day of , 2000 /s/ Xxxxxxx X. Xxxxx --------------------------------------- Xxxxxxx X. Xxxxx VELOCITYHSI, INC. By: /s/ Xxxxxxx X. Xxxxxxx -------------------------- Name: Xxxxxxx X. Xxxxxxx ------------------------- Title: President and CEO ----------------------- SCHEDULE 2 ---------- ARBITRATION PROCEDURES (a) If any grievance has not been satisfactorily settled pursuant Request for Arbitration A person or entity asserting a claim to be arbitrated under these arbitration procedures (Plaintiff) must submit a request for arbitration to the foregoing provisions either party may, within five person or entity against whom the claim is being asserted (5) working days, serve notice Defendant). The Plaintiff or Defendant may bring an action in writing submitting any court of appropriate jurisdiction to compel arbitration according to the following provisionsin accordance with these procedures. (ib) Applicable Arbitration Rules The notice submitting arbitration shall be held under the auspices of either the American Arbitration Association (AAA) or the Judicial Arbitration and Mediation Service (JAMS), whichever is chosen by the Defendant. Except as provided below, the arbitration shall be in accordance with the AAA or JAMS's then-current employment dispute resolution rules (depending on which is selected). The Arbitrator shall apply the Federal Rules of Evidence and shall have the authority to entertain a motion to dismiss or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The Federal Arbitration Act shall govern all arbitrations that take place under these procedures (or that are required to take place under them), and shall govern the interpretation or enforcement of these procedures or any arbitration award. To the extent that the Federal Arbitration Act is inapplicable, California law pertaining to arbitration agreements shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Boardapply. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant The parties hereto mutually consent to the foregoing provisions resolution by arbitration of all claims and controversies arising out of or relating to this Agreement. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively in the manner set forth in this Section 16. If the Company and the Executive disagree on any matter arising under or in connection with this Agreement, either party may, within five (5) working days, serve notice in writing submitting shall have the right to arbitration according deliver to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing a written request (a "Consent Request") that the other party consent to the position of the name of its appointee requesting party with respect to the Arbitration Board. matter in question. The parties shall negotiate in good faith to resolve the matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within thirty (ii30) After days following delivery thereof, then the second party has appointed its arbitrator the two nominees to the Arbitration Board shallparties shall elect one arbitrator, within ten (10) working days, appoint a third person who shall serve as be knowledgeable in the chairperson of this committee. (iii) high technology industry. If the recipient of the notice fails to select an appointee, or if the two appointees parties fail to agree upon an arbitrator within thirty (30) days, either party may request the Office of the president of the American Arbitrator Association to do so. Each party shall then submit its or his position in writing to the arbitrator within thirty (30) days of the arbitrator's selection. After receiving the written positions of the parties, and after a chairperson within hearing, if the time limitarbitrator deems a hearing to be necessary, then the appointment arbitrator shall and must select the position offered by one of the parties. Such arbitration procedure shall be made by commenced immediately upon selection of the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance arbitrator and shall issue its be completed within ninety (90) days. The decision in writing and of the decision arbitrator shall be final and binding on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until completion of the arbitration and the rendering of the arbitrator's decision. The amounts, if any, determined by the arbitrator to be owed by the Company to the Executive, or the Executive to the Company, shall be paid within the five (5) days after the decision by the arbitrator is rendered. All matters approved pursuant to this Section 16 shall be deemed conclusively to have been approved or agreed upon by the parties and for all purposes of the _______ _______ 8 Agreement. Judgment may be entered on the Arbitrator's award in any teacher affected by itcourt having jurisdiction. The decision costs and expenses of a majority such arbitration shall be borne in accordance with the determination of the Arbitration Board is arbitrator. All benefits including salary and other compensation will be in full effect during the decision duration of the Arbitration Board, but if there is no majority, the decision arbitration. Failure of the chairperson governs. (vi) Each party shall pay the cost Company to continue compensation will result in an automatic breach of its own appointee this Agreement and all compensation earn and unearned will become immediately due to the Arbitration Board and the parties shall equally share the cost of the chairpersonExecutive. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If This Agreement and all Ancillary Agreements and all disputes or controversies arising out of or relating to this Agreement or the Ancillary Agreements or the Transaction (whether in contract, tort, equity or otherwise), including the arbitrability of any grievance has dispute or controversy that cannot been satisfactorily be settled pursuant by mutual agreement (with the exception of any employment related agreements for post-closing periods which will be governed by their own terms) shall be finally settled by binding arbitration in accordance with the Comprehensive Arbitration Rules & Procedures of Judicial Arbitration & Mediation Service, Inc. (“JAMS”), as set forth in Section 16.1 et seq. of the JAMS rules, or any successor provision thereto, as follows: Any party aggrieved will deliver a notice to the foregoing provisions either other party setting forth the specific points in dispute. Any points remaining in dispute 20 days after the giving of such notice may, within five (5) working upon 10 days, serve ’ notice in writing submitting to arbitration according to the following provisionsother party, be submitted to JAMS arbitration conducted before a single neutral arbitrator in Orange County, California; provided, however, that if the dispute involves claims of greater than $5,000,000, the JAMS arbitration shall be conducted before a panel of three arbitrators. With respect to disputes before a single arbitrator, the arbitrator shall be appointed by agreement of the parties hereto or, if no agreement can be reached, by JAMS in accordance with its rules. With respect to disputes before a panel of three arbitrators, the Buyer and the Seller shall each appoint one arbitrator (the “Party-Appointed Arbitrators”) and the Party-Appointed Arbitrators shall appoint the third and presiding arbitrator within 14 days of the appointment of the second arbitrator; provided, that, any arbitrator not timely appointed herein shall be appointed by the JAMS upon the written demand of any party to the dispute. The arbitrator(s) may enter a default decision against any party who fails to participate in the arbitration proceedings. All arbitrators shall serve as neutral, independent, and impartial arbitrators. For avoidance of doubt, the parties have a right to conduct pre-hearing third-party discovery under California Code of Civil Procedure Sections 1283.5 and 1283.1. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viiib) The decision of the Arbitration Board arbitrator(s) on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrator(s) shall only be submitted authorized to interpret the provisions of this Agreement, and shall not amend, change or add to any such provisions. The parties agree that this provision has been adopted by the parties to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or proceedings seeking equitable relief as permitted under Section 10.11. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in writing or with respect to such litigation. (c) Except as otherwise provided in this Agreement or by registered mail applicable law, the arbitrator(s) will be authorized to apportion its (or personal delivery their) fees and expenses as the arbitrator(s) deems appropriate and the arbitrator(s) will be authorized to award the two prevailing party its fees and expenses (including attorneys’ fees). In the absence of any such apportionment or award, each party will bear its own expenses and the fees of its own attorney. (d) The parties and the arbitrator(s) will keep confidential, and will not disclose to any Person, except the parties’ advisors and legal representatives, or as may be required by law, the existence of any controversy under this Section 10.12 the referral of any such controversy to arbitration or the status or resolution thereof.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily dispute arises concerning the project, any provision of this Agreement or any provision of a subcontract that is subject to this Agreement, the dispute shall be settled pursuant by arbitration held in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association in effect at the time a demand for arbitration is filed with the Association. Any party to the foregoing provisions either party maydispute may file, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain manner provided by the name Construction Industry Arbitration Rules of the appointee to the Arbitration Board Association, a demand for arbitration. The written decision of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has arbitrator or arbitrators appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision Association shall be final and conclusive as to all parties to the dispute. If any party fails or refuses to appear or participate in the arbitration proceedings, the arbitrator(s) may decide the dispute on the evidence presented in the proceedings by the other party or parties to the dispute. The arbitrator(s) shall have the power to award to any party or parties to the dispute any sums for costs, expenses, and attorneys' fees that the arbitrator(s) deem(s) proper. Judgment may be entered on the award in any court of competent jurisdiction. This provision shall be binding upon the parties on Client, DIHOCO, and any teacher affected sub-contractor or sub-sub-contractor who signs this Agreement or another contract that incorporates this Agreement by itreference. The decision arbitration panel shall consist of a majority of the Arbitration Board is the decision of the Arbitration Boardthree persons, but if there is no majorityone each appointed by DIHOCO and Client, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties appointees of DIHOCO and Client shall equally share jointly appoint the third. The arbitration shall be conducted in compliance with Code of Civil Procedure Sections 1280 through 1294.2 relating to arbitration. The cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.divided evenly between DIHOCO and Client. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE BUSINESS AND PROFESSIONS CODE OR OTHER APPLICABLE LAWS. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION. Client’s Initials DIHOCO’s Initials

Arbitration of Disputes. All disputes between the Participants, their successors and assigns, arising under this Agreement, which the parties are unable to resolve within 20 days, may at any time thereafter be submitted to arbitration by written demand of any Participant. To demand arbitration any Participant (athe "Demanding Party") If any grievance has not been satisfactorily settled pursuant shall give written notice to the foregoing provisions either party may, within five other Participant (5) working days, serve the "Responding Party"). Such notice in writing submitting to arbitration according to shall specify the following provisions. (i) The notice submitting to arbitration shall contain the name nature of the appointee to issues in dispute, the Arbitration Board amount involved and the remedy requested. Within 20 days of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s)notice, inform the other Responding Party shall answer the demand in writing, specifying the issues that party in writing disputes. Each Participant shall select one qualified arbitrator within 10 days of the name Responding Party's answer. Each of its appointee the arbitrators shall be a disinterested person qualified by experience to hear and determine the Arbitration Board. (ii) After issues to be arbitrated. The arbitrators so chosen shall select a neutral arbitrator within 10 days of their selection. If the second party has appointed its arbitrator named arbitrators cannot agree on a neutral arbitrator, the two nominees arbitrators shall make application to any court of competent jurisdiction in the Arbitration Board shallProvince of Ontario, within ten (10) working dayswith a copy of both Participants ' notice or answer, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails case may be, requesting that court to select an appointee, or if and appoint the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either partythird arbitrator. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision court's selection shall be final and binding on the Participants. If either Participant does not name an arbitrator, the arbitrator named by either party shall serve as sole arbitrator. Immediately upon appointment of the parties and any teacher affected third arbitrator, each Participant shall present in writing to the panel of three arbitrators (with a copy to the other Participant) their statement of the issues in dispute. Any questions of whether a dispute should be arbitrated under this section shall be decided by itthe arbitrators. The decision arbitrators, as soon as possible, but not more than 30 days after their appointment, shall meet in Txxxxxx, Xxxxxxx, at a time and place reasonably convenient for the Participants, after giving each Participant at least 10 days' notice. The failure of a majority Participant to appear at the hearing shall not operate as a default. The attendance of all arbitrators shall not be required at all hearings. Actions of the Arbitration Board is arbitrators shall be by majority vote. After hearing the decision Participants in regard to the matter in dispute, taking such evidence and making such other investigation as justice requires and as the arbitrators deem necessary, they shall decide the issues submitted to them within 10 days thereafter and serve a written and signed copy of the Arbitration Board, but if there is no majority, award upon each Participant. Such award shall be final and binding on the decision Participants and confirmation thereon may be applied for in any court of competent jurisdiction by any Participant. If the Participants settle the dispute in the course of the chairperson governs. (vi) arbitration, such settlement shall be approved by the arbitrators on request of either Participant and become the award. Fees and expenses of the arbitration shall be shared by the Participants in proportion to their Participating Interests. Each party Participant shall pay the cost of bear its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairpersonsolicitors' fees. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If 30.1 In the event the Parties shall be unable to adjust any complaint, grievance has not been satisfactorily settled pursuant or dispute involving the express terms of this Agreement, such complaint, grievance or dispute shall be referred to an impartial arbiter selected from a panel, mutually agreed upon by the foregoing provisions either party mayParties, within in each respective Port. The panel shall be utilized only in the Port selecting said panel. The panel will consist of no more than five (5) working days, serve notice in writing submitting and no less than three (3) impartial arbiters. The panel may be modified from time to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name time by mutual agreement of the appointee to the Arbitration Board of the party making the submissionParties in each respective Port. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail Parties are unable to agree upon on a chairperson within specific arbiter from the time limitpanel, then the appointment Party desiring to arbitrate shall send a request by mail to the Director of the Federal Mediation and Conciliation Service requesting the Director to furnish a list of five (5) arbiters. Each party shall have the right to strike a total of two (2) names from the list, and the right to strike first shall be made determined by lot, or as otherwise agreed by the Minister of Labour upon request of either partyParties, and each party shall alternately strike one (1) name. No person may The name remaining on the list after each Party has stricken two (2) names shall be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) impartial arbiter. The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing Employer and the Union or Unions involved shall equally pay the arbiter's fee, the cost of any hearing room and the cost of a court reporter, if requested by the arbiter. All other expenses shall be paid by the Party incurring such expense. The decision of the arbiter shall be final and binding upon the parties Parties. Such decision shall be limited to interpretation and any teacher affected by it. The decision of a majority application of the Arbitration Board is express terms of this Agreement and shall not change or add to any of its terms or conditions. In his decision, the arbiter shall specify whether or not the decision is retroactive and the effective date thereof. 30.2 Awards or settlements of grievances may or may not be retroactive as the Arbitration Boardequities of each case may demand, but if there is in no majority, the decision of the chairperson governs. (vi) Each party event shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may any arbitration award be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.retroactive beyond thirty

Arbitration of Disputes. All disputes between the Participants, their successors and assigns, arising under this Agreement, which the parties are unable to resolve within 20 days, may at any time thereafter be submitted to arbitration by written demand of any Participant. To demand arbitration any Participant (athe "Demanding Party") If any grievance has not been satisfactorily settled pursuant shall give written notice to the foregoing provisions either party may, within five other Participant (5) working days, serve the "Responding Party"). Such notice in writing submitting to arbitration according to shall specify the following provisions. (i) The notice submitting to arbitration shall contain the name nature of the appointee to issues in dispute, the Arbitration Board amount involved and the remedy requested. Within 20 days of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s)notice, inform the other Responding Party shall answer the demand in writing, specifying the issues that party in writing disputes. Each Participant shall select one qualified arbitrator within 10 days of the name Responding Party's answer. Each of its appointee the arbitrators shall be a disinterested person qualified by experience to hear and determine the Arbitration Board. (ii) After issues to be arbitrated. The arbitrators so chosen shall select a neutral arbitrator within 10 days of their selection. If the second party has appointed its arbitrator named arbitrators cannot agree on a neutral arbitrator, the two nominees arbitrators shall make application to any court of competent jurisdiction in the Arbitration Board shallProvince of Ontario, within ten (10) working dayswith a copy of both Participants ' notice or answer, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails case may be, requesting that court to select an appointee, or if and appoint the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either partythird arbitrator. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision court's selection shall be final and binding on the Participants. If either Participant does not name an arbitrator, the arbitrator named by either party shall serve as sole arbitrator. Immediately upon appointment of the parties and any teacher affected third arbitrator, each Participant shall present in writing to the panel of three arbitrators (with a copy to the other Participant) their statement of the issues in dispute. Any questions of whether a dispute should be arbitrated under this section shall be decided by itthe arbitrators. The decision arbitrators, as soon as possible, but not more than 30 days after their appointment, shall meet in Xxxxxxx, Xxxxxxx, at a time and place reasonably convenient for the Participants, after giving each Participant at least 10 days' notice. The failure of a majority Participant to appear at the hearing shall not operate as a default. The attendance of all arbitrators shall not be required at all hearings. Actions of the Arbitration Board is arbitrators shall be by majority vote. After hearing the decision Participants in regard to the matter in dispute, taking such evidence and making such other investigation as justice requires and as the arbitrators deem necessary, they shall decide the issues submitted to them within 10 days thereafter and serve a written and signed copy of the Arbitration Board, but if there is no majority, award upon each Participant. Such award shall be final and binding on the decision Participants and confirmation thereon may be applied for in any court of competent jurisdiction by any Participant. If the Participants settle the dispute in the course of the chairperson governs. (vi) arbitration, such settlement shall be approved by the arbitrators on request of either Participant and become the award. Fees and expenses of the arbitration shall be shared by the Participants in proportion to their Participating Interests. Each party Participant shall pay the cost of bear its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairpersonsolicitors' fees. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. 10.1. All disputes, controversies or claims between the parties hereto, arising under, out of, or in any way relating to this Agreement including without limitation, the execution, delivery, validity, enforceability, performance, breach, discharge, interpretation or construction of this Agreement, that are not settled within thirty (a30) If any grievance has not been satisfactorily settled pursuant to days (or such longer period as may be mutually agreed upon) from the foregoing provisions date that either party may, within five (5) working days, serve notice notifies the other in writing submitting to that such dispute or disagreement exists shall be finally settled by arbitration according to in a proceeding conducted under the following provisionsthen existing UNCITRAL Arbitration Rules by three (3) arbitrators appointed and acting in accordance with said rules and the procedure set forth herein, whose award shall final and binding upon the parties. 10.2. Each party may select one (i1) The notice submitting arbitrator, and the two (2) selected arbitrators shall choose a third arbitrator to arbitration shall contain the name serve as chairman of the appointee to the Arbitration Board of the party making the submissionarbitration 10.3. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee arbitrators to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board herein shall have no power to alterinterest in this Agreement or either of the parties, modify, and need not be a resident of the country of the parties or amend this agreement nor make among those individuals on the list of any decision inconsistent therewithcommercial arbitration association. (v) 10.4. The Arbitration Board cost of any arbitration conducted pursuant to this Agreement shall hear be borne equally by the parties, provided, however, that each party shall pay its own attorney's fees. Notwithstanding the foregoing, as part of the arbitration award, the arbitrators may include in the award the reasonable attorneys' fees and decide cost of the grievance and arbitration to the prevailing party. 10.5. The arbitrators shall endeavor to issue its a decision in writing and suitable for enforcement under international law within six months from the date the party seeking arbitration files its written claim under the UNCITRAL Arbitration Rules. The decision of a majority of the arbitrators shall be final and binding upon the parties and neither party shall seek recourse to a court of law or to other authorities to appeal or request revision of the award. Judgment upon the award returned by the arbitrators may be entered and enforced in any teacher affected by itcourt having jurisdiction over the parties or the parties' assets. 10.6. The decision of a majority arbitration proceeding shall take place in Cyprus, at the premises of the Arbitration Board is the decision Cyprus Chamber of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board Commerce and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board Industry and shall be submitted conducted in writing by registered mail or personal delivery to the two partiesEnglish language.

Arbitration of Disputes. BY THE INITIALLING OF THE SPACE BELOW, IT IS AGREED THAT ANY CLAIM OR DISPUTE BETWEEN THE BUYER AND THE SELLER, OR THE BUILDER, GENERAL CONTRACTOR, ESCROW HOLDER, OR BROKER, ARISING OUT OF THIS CONTRACT OR RELATING IN ANY WAY TO THE PROPERTY BEING PURCHASED HEREUNDER AND EVERY OTHER DISPUTE BETWEEN SELLER AND BUYER THAT HAS ARISEN UNDER THE CONTRACT SHALL BE DETERMINED BY SUBMISSION TO BINDING ARBITRATION PURSUANT TO THE FOLLOWING: BUYER SELLER (a) If any grievance has Costs and fees of the arbitration, including ongoing costs and fees of the arbitration shall be paid as agreed by the parties, and, if the parties cannot been satisfactorily settled pursuant agree, as determined by the arbitrator; provided, however, if the Seller is a party to the foregoing arbitration, then any fee to initiate arbitration shall be paid by Seller, but the cost of arbitration shall ultimately be borne as determined by the arbitrator; (b) A neutral and impartial individual shall be appointed to serve as arbitrator, with the arbitrator to be selected by mutual agreement of the parties. If the parties are unable to agree on an arbitrator within fifteen (15) days after any party initiates the arbitration, a neutral and impartial arbitrator shall be selected by JAMS. In selecting the arbitrator, the provisions either party mayof §1297.121 of the Code of Civil Procedure shall apply. An arbitrator may be challenged for any of the grounds listed in §1297.121, within five or in §1297.124 of the Code of Civil Procedure; (5c) working daysVenue of the arbitration to be in Alameda County, serve notice CA; (d) The arbitration shall commence in writing submitting to arbitration according to the following provisions. a prompt and timely manner in accordance with (i) The notice submitting the Commercial Rules of JAMS, or if the rules do not specify a date by which arbitration is to arbitration shall contain commence, then (ii) by a date agreed upon by the name of parties, and if they cannot agree as to a commencement date, (iii) a date determined by the appointee to the Arbitration Board of the party making the submissionarbitrator. The recipient of arbitrator shall apply California substantive law in rendering a final decision. The arbitrator shall have the notice shallpower to grant all legal and equitable remedies and award compensatory damages. When the arbitrator is prepared to make the award, within the arbitrator shall first so inform the parties, who shall have ten (10) working days of receipt of to attempt to resolve the submission(s)matter by a binding agreement between them. If the parties resolve the matter, inform the other party in writing of arbitrator shall not make any award. If the name of its appointee to parties do not so resolve the Arbitration Board. (ii) After matter within the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working daysday period, appoint a third person who the arbitrator shall serve as make the chairperson award on the eleventh day following the arbitrator's notice of this committee.being prepared to make the award; (iiie) If The arbitration shall be conducted in accordance with the recipient Commercial Rules of JAMS; (f) The arbitration shall be conducted and concluded in a prompt and timely manner; (g) The arbitrator shall be authorized to provide all recognized remedies available in law or equity for any cause of action that is the basis of arbitration; (h) A judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of the notice fails award and an order of enforcement. The parties agree to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made bound by the Minister decision of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrablearbitrator, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision which shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsnon-appealable. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. In the event that no agreement can be reached by the Company Shareholder and Parent as to the calculation of the Disputed Contingent Payment Matters within ninety (a90) If days after delivery of a Dispute Notice, then either party shall have the right to submit the Disputed Contingent Payment Amount to arbitration by one (1) of the following entities, or such other accountants (or other applicable experts who have the appropriate expertise to be able to assess whether or not the product in question is a Company Eligible Product), as the Company Shareholder and Parent may mutually agree, so long as such entity is not the principal regularly-engaged outside accountant or other applicable expert to Parent or the Company or any grievance has not been satisfactorily settled pursuant auditor or applicable expert that may have assisted the Company Shareholder in any Audit: Ernst & Young LLP or BDO USA LLP or any successor entity to the foregoing provisions either party may(individually, within five (5) working daysan “Accountant,” and collectively, serve notice in writing submitting to arbitration according to the following provisions. (i) “Accountants”). The notice submitting to arbitration Company Shareholder and Parent shall contain the name jointly select which of the appointee Accountants will perform the calculation within thirty (30) days after the Company Shareholder and Parent determine that they are unable to settle the Arbitration Board of Disputed Contingent Payment Matters independently; provided, that in the party making event that the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail Company Shareholder and Parent are unable to agree upon the Accountant to perform such calculation within such thirty (30) day period, then each of the Company Shareholder and Parent shall select one of the Accountants and such Accountants shall jointly select a chairperson third Accountant to perform such calculation. The Accountant selected in accordance with the foregoing sentence (the “Appraiser”) shall be responsible for the determination of the Disputed Contingent Payment Matters. The engagement and charge of the Appraiser shall be limited to determining the Net Sales, Sublicense Fees or ROW Distributor Revenues, or the determination of Company Eligible Products, as the case may be, for the applicable Payment Quarter(s). The Appraiser shall determine the Disputed Contingent Payment Matters within the time limitlimitations set forth above within ninety (90) days after the date of such Appraiser’s engagement and the Appraiser shall be provided with such information and records, which may include on-site access and access to personnel, relating to such dispute as it may reasonably request. Any Disputed Contingent Payment Matters determined by an Appraiser in accordance with this Section shall be deemed to be the final Net Sales, Sublicense Fees or ROW Distributor Revenues, or the determination of Company Eligible Products, as the case may be, for the applicable Payment Quarter(s) for all purposes of this Agreement. The fees and expenses of the Appraiser shall be paid by the Company Shareholder, provided, that if the final determination by the Appraiser in any examination conducted pursuant to this Section is greater than the Net Sales, Sublicense Fees or ROW Distributor Revenues, as the case may be, set forth on the relevant Contingent Payment Certificate by an amount equal to 5% or more, then Parent shall pay all of the appointment shall be made fees and expenses of the Appraiser and all reasonable out-of-pocket costs and expenses actually incurred by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly Company Shareholder in an attempt to settle the grievanceconnection with any Audit. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. Any dispute concerning any application or interpretations of this Agreement shall be subject to the following procedure. 1. In the event that a dispute arises on a job, it shall be first reported to the Individual Employer and/or the Business Representative of the Union who shall then attempt to adjust said grievance or dispute at the jobsite level. 2. The grieving parties shall specify the date(s) of the alleged violation(s) and the provision(s) of the Agreement applicable to the dispute. 3. If said grievance or dispute is not satisfactorily adjusted by the Union and the Individual Employer or his representative within three (3) days after submission to the Individual Employer, the matter may be submitted by either party to a permanent Board of Adjustment created for the settlement of such disputes. 4. The Board of Adjustment shall be composed of one (1) member named by the Union, one (1) member named by the Association and an Impartial Arbitrator. The parties shall select an alternate to the permanent neutral Arbitrator who shall serve only in the event the permanent neutral Arbitrator is unable to serve. At any point in the proceedings should the panel be unable to reach a majority vote the Arbitrator shall participate and the Arbitrator's decision shall be final and binding. 5. In addition to any rule or procedure, which the panel may adopt, the Board of Adjustment shall be governed by the following provisions: (a) If No briefs shall be submitted nor a transcript made of the hearing except by mutual agreement of the parties or by direction of the Arbitrator. Any transcript ordered by any grievance has not been satisfactorily settled pursuant to party shall be at the foregoing provisions either expense of the party may, within five (5) working days, serve notice in writing submitting to arbitration according to ordering the following provisionstranscript. (ib) In the case of deadlock, the Arbitrator shall render a decision upon the conclusion of the case at the Board of Adjustment hearing, unless the time is extended by mutual agreement of the parties or at the request of the Arbitrator. The Arbitrator shall not render an expanded opinion in any case unless requested by the parties. (c) The notice submitting parties shall select and utilize a permanent Impartial Arbitrator who is willing to arbitration shall contain abide by the name procedures set forth herein. By agreement of both parties, the Impartial Arbitrator may be changed or replaced. (d) The Board of Adjustment or the Arbitrator may fashion an appropriate remedy to resolve the issue including, but not limited to, back pay, money damages, injunctive relief, audit, payment of wages and fringe benefits to persons damaged by the contract violations, interest or attorneys' fees. (e) Any grievance involving an Individual Employer not a member of any of the appointee signatory associations shall be submitted directly to the Arbitration Arbitrator unless the Individual Employer agrees to submit the matter to the Board of the party making the submissionAdjustment. 6. Disputes arising out of work assignment, which is governed by Section X, Jurisdictional Disputes, will not be heard at these panels. 7. The recipient Board of Adjustment shall meet within forty-five (45) days on any item properly before the Board. Failure of either party to meet or to participate shall cause the Board or Arbitrator to hear and decide the matter on a default basis. 8. Decisions of the notice shallBoard of Adjustment or an Impartial Arbitrator shall be within the scope and terms of this Agreement and shall be final and binding upon all parties hereto. 9. In the event an Individual Employer fails to comply with any such decisions, the Union may withdraw employees or strike the Individual Employer, and such action shall not be a violation of this Agreement so long as such noncompliance continues, provided, however, that the Union may not enforce the provisions of Section I D (Subcontracting) by economic action or picketing. 10. The expenses of the Joint Adjustment Board and the Impartial Arbitrator, including the cost of a court reporter, shall be borne equally by the parties hereto. 11. No proceeding hereunder based on any dispute, complaint or grievance herein provided for, shall be recognized unless the grievance procedure steps outlined above have been followed. The Arbitrator or Board may for good cause, accept a late submission, which shall then be decided by the Board of Adjustment. 12. The Board of Adjustment shall establish regular meeting dates and administer grievances filed in conjunction with this section as set forth in the rules and procedures, which may be amended from time to time by the parties. 13. A decision of the Board of Adjustment by majority vote, or the decision of a permanent Arbitrator shall be enforceable by a petition to confirm an arbitration award filed in the Superior Court of the City and County of San Francisco, State of California, or the United States District Court for the Northern District of California. Any party who fails or refuses to comply with a decision of a Board of Adjustment or an award of the Arbitrator, as the case may be, shall be responsible for reasonable attorneys' fees for the filing and trial of any petition to confirm and enforce said decision or award in addition to all other remedies available through law, unless the petition is denied. 14. All hearings of the Board of Adjustment shall be in the City and County of San Francisco, and/or County of Alameda, unless mutually agreed to move to another location. 15. No proceedings mentioned here in above on any dispute, complaint or grievance shall be recognized unless called to the attention of the Employer and the Union within ten (10) working days of receipt after the last date the alleged violation was committed. 16. On all cases relating to discharge or discipline, employees must file their grievances with the Union within three (3) working days after the imposition of the submission(s)discharge or discipline. Thereafter, inform the other party in writing Union must file its grievance with the Board of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, Adjustment within ten (10) working daysdays after the employee files his grievance. The Board shall meet within seven (7) working days following submission of the grievance. The Board of Adjustment or Arbitrator shall be free to sustain the discharge or to find discipline other than discharge to be appropriate and may order reinstatement with full or partial back pay as they deem appropriate provided there shall be no discrimination on the part of the Individual Employer against any employee for activities on behalf of, appoint a third person who shall serve as or representation of the chairperson Union not interfering with the proper performance of this committeetheir duties. 17. If failure of a Board of Adjustment to meet within one week (iii7 working days) is due to the unavailability of the Union, the wage payment and Trust Fund contribution liability shall be limited to the above seven (7) working days. If the recipient of the notice fails to select an appointeeEmployer or Individual Employer, or if arbitrator is unavailable to meet, the two appointees fail to agree upon a chairperson within the time limit, then the appointment wage payment and Trust Fund contribution liability shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievancecontinuing. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance has controversy or dispute arises under, out of or in relation to any of the provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party initiating such arbitration, one of which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in the event that such other arbitrators shall not been satisfactorily settled pursuant to agree on the foregoing provisions either party mayselection of the Third Arbitrator, within five (5) working daysthe Third Arbitrator shall be selected by the American Arbitration Association located in New York, serve notice in writing submitting New York. Any dispute or controversy submitted to arbitration according to in accordance with the following provisionsprovisions of this Section 12.10 shall be determined by such arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then existing. (ib) The notice submitting arbitrators may award any relief which they shall deem proper in the circumstances, without regard to arbitration shall contain the name relief which would otherwise be available to any party in a court of law or equity including, without limitation, an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the appointee to the Arbitration Board arbitrators shall be conclusive and binding upon all of the party making parties hereto, whether or not all parties hereto participate in the submissionarbitration proceeding, and judgment upon the award may be entered in any court of competent jurisdiction upon the application of any party. The recipient parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the notice shall, within ten courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (10c) working days of receipt of The prevailing party in the submission(s), inform arbitration proceeding shall be entitled to recover from the other party its reasonable attorneys’ fees, costs and expenses incurred in writing of the name of its appointee proceeding and in any subsequent action to enforce or collect upon the Arbitration Boarddecision rendered in the arbitration proceeding. (iid) After Notwithstanding the second party has appointed its arbitrator foregoing, the two nominees parties reserve the right to seek and obtain injunctive relief, whether in the Arbitration Board shallform of a temporary restraining order, within ten (10) working dayspreliminary injunction, appoint a third person who injunction to enforce an arbitration award, or other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision and award of the arbitrators; provided, however, that such preliminary injunctive relief shall serve as the chairperson of this committeebe subject to final arbitral decisions. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vie) Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall pay have exclusive personal jurisdiction and proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the cost parties, neither party will raise, and each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of its own appointee to the Arbitration Board and the parties shall equally share the cost any summons, complaint or other process, which may be delivered by any of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.means permitted for notices under Section 12.01 hereof

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting Any controversy or claim arising out of or relating to this Agreement, the Merger, the Equity Commitment Letter or the Limited Guaranty or the breach thereof, including whether a dispute is subject to arbitration, shall be determined by final and binding arbitration shall contain administered by the name of the appointee to the American Arbitration Board of the party making the submission. The recipient of the notice shall, within ten Association (10“AAA”) working days of receipt of the submission(sunder its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”), inform including, if appropriate, the other party in writing of Procedures for Large, Complex Commercial Disputes and the name of its appointee to the International Commercial Arbitration BoardSupplementary Procedures. (ii) After There shall be three arbitrators. The parties agree that one arbitrator shall be appointed by each Party (with Parent and Merger Sub being treated as a single party for purposes of this Section ‎9.10) within ten days of receipt by respondent of the Request for Arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules, and the third presiding arbitrator shall be appointed by agreement of the two party-appointed arbitrators within 14 days of the appointment of the second party has appointed arbitrator or, in default of such agreement, by the AAA in accordance with its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committeeCommercial Rules. (iii) If Arbitration may be commenced by any Party by giving written notice to the recipient other Party and to the AAA pursuant to its Commercial Rules. Within five days of such notice, the notice fails to select an appointee, or if the Party demanding arbitration shall appoint its arbitrator. The remaining two appointees fail to agree upon a chairperson within the time limit, then the appointment arbitrators shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievanceaccordance with Section ‎9.10(a)(ii). (iv) The Arbitration Board established as above Each arbitrator, including the jointly appointed arbitrator, shall decide be impartial and shall be a retired Delaware Chancery Court judge or Delaware Supreme Court justice, or, if not reasonably available, shall otherwise be an attorney licensed to practice law in a U.S. state and knowledgeable about and experienced with the grievance submitted to it law of Delaware and any related question(s) including whether have had at least 15 years of legal experience in the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewitharea of mergers and acquisitions. (v) The Arbitration Board shall hear and decide the grievance arbitration panel is not authorized to, and shall issue its decision not, conduct class-action lawsuits, class-wide arbitrations, private attorney-general actions, or any other proceeding where someone acts in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsrepresentative capacity. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost The seat or place of the chairpersonarbitration shall be Wilmington, Delaware. All arbitration proceedings shall be conducted in English. The panel may conduct proceedings in other locations if necessary for the taking of evidence. (vii) Each party may be represented at In connection with any arbitration proceeding hereunder, the arbitration by two representatives panel shall allow reasonable requests for the production of its choicedocuments relevant to the dispute and permit the taking of depositions limited to not more than ten persons on each side and for not more than 70 hours in total for each side. The panel may seek to compel the production of evidence from non-Parties. (viii) The decision arbitration panel is authorized to award monetary damages and to grant specific performance of this Agreement and other injunctive or equitable relief, including interim, temporary and/or permanent relief pending the final award. The arbitration panel shall have no authority to award punitive damages. (ix) The Parties shall bear their own costs incurred in connection with the arbitration and share equally the fees and expenses of the Arbitration Board arbitral panel and the costs of administration. (x) The arbitral award shall be submitted final and non-appealable and may be enforced in writing any court of competent jurisdiction, including courts in the jurisdiction where each of Parent and/or its Subsidiaries or their respective Affiliates (including the Guarantor) is organized. The Parties covenant and agree that they will cooperate with any effort to enforce a final, non-appealable arbitral award. (xi) EACH OF PARENT, MERGER SUB AND THE COMPANY IRREVOCABLY WAIVES ANY OBJECTIONS OR IMMUNITIES TO THE ARBITRATION AND JURISDICTION PROVIDED IN THIS SECTION ‎9.10 TO WHICH IT MAY OTHERWISE BE ENTITLED OR BECOME ENTITLED (INCLUDING SOVEREIGN IMMUNITY, IMMUNITY TO PRE-JUDGMENT ATTACHMENT, POST-JUDGMENT ATTACHMENT AND EXECUTION) IN ANY ARBITRATION, LEGAL SUIT, ACTION OR PROCEEDING AGAINST IT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHICH IS INSTITUTED IN ANY SUCH ARBITRATION OR COURT. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN ACCORDANCE WITH, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE. (xii) With respect to any matter not subject to arbitration under this Section ‎9.10 of the Agreement, as determined by registered mail or personal delivery an arbitral panel pursuant to this Section ‎9.10, each Party hereby irrevocably consents to the two partiesexclusive jurisdiction of the Court of Chancery of the State of Delaware in New Castle County, and if such court does not have jurisdiction, the United States District Court sitting in Wilmington, Delaware, and if such court does not have jurisdiction, the Delaware Xxxxxxxx Xxxxx in New Castle County, and waives any objection to personal jurisdiction of and venue in such court with respect to such proceeding and any claim that such forum is inconvenient. (xiii) EACH OF PARENT AND MERGER SUB HEREBY IRREVOCABLY DESIGNATES COGENCY GLOBAL INC. (F/K/A NATIONAL CORPORATE RESEARCH, LTD.) (IN SUCH CAPACITY THE “PROCESS AGENT”), WITH AN OFFICE AT 000 XXX XXXXXX XXXX, STE 201, DOVER, DE 19904, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT, AND SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. (xiv) The arbitration panel shall, and the Parties shall use their respective reasonable best efforts to cause the arbitration panel to, deliver an arbitral award within 45 days of the appointment of the third arbitrator. (xv) Any Party may apply to any court of competent jurisdiction to enforce an arbitration order. This Agreement evidences a transaction involving interstate commerce and the enforcement of this Agreement’s arbitration provision and the confirmation of any award issued to either party by reason of arbitration is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the "Third Arbitrator") shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If the recipient The costs of the notice fails to select an appointeearbitration and each party's associated costs shall be borne by the losing party. Notwithstanding the foregoing, or if the two appointees fail to agree upon parties reach a chairperson within compromise, the time limit, then costs of the appointment arbitration shall be made borne equally by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievanceparties and each party shall bear its own associated costs. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall hear have exclusive personal jurisdiction and decide proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the grievance parties, neither party will raise, and shall issue its decision in writing and the decision shall each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of any summons, complaint or other process, which may be final and binding upon the parties and delivered by any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vimeans permitted for notices under Section 10(b) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.hereof

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If The prevailing party in the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment arbitration proceeding shall be made by entitled to recover from the Minister of Labour other party its reasonable attorneys’ fees, costs and expenses incurred in the proceeding and in any subsequent action to enforce or collect upon request of either party. No person may be appointed to the Arbitration Board who has participated directly decision rendered in an attempt to settle the grievancearbitration proceeding. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall hear have exclusive personal jurisdiction and decide proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the grievance parties, neither party will raise, and shall issue its decision in writing and the decision shall each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of any summons, complaint or other process, which may be final and binding upon the parties and delivered by any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsmeans permitted for notices under Section 6(a) hereof. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant the Ceding Company and the Reinsurer are unable to mutually resolve a dispute or controversy relating to the foregoing provisions either party may, within five Reinsured Policies or this Agreement (5) working days, serve notice in writing submitting other than with respect to arbitration according any good faith objection by the Ceding Company to the following provisions. calculation of any valuation set forth in a Monthly Required Balance Report or whether any asset is a Permitted Investment as set forth in such report or any good faith objection by the Reinsurer to the calculation of any items set forth in a Monthly Settlement Report, which shall be governed by Section 5.03(c)), the parties shall resolve the dispute or controversy through binding arbitration. Three (i3) The notice submitting arbitrators will decide any difference. Such arbitrators must be impartial and present or former officers of life insurance or reinsurance companies other than the parties to arbitration shall contain the name this Agreement or any company owned by, or affiliated with, either party. One (1) of the appointee arbitrators will be appointed by the Reinsurer, another by the Ceding Company, and the two (2) arbitrators thus appointed will select a third arbitrator before arbitration begins. The three (3) arbitrators shall be collectively referred to as the Arbitration Board “Tribunal.” Should one (1) of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails parties decline to select an appointeearbitrator within thirty (30) days after the date of a written request to do so, or if should the two appointees fail (2) arbitrators selected by the parties not be able to agree upon the choice of a chairperson within third, the time limit, then the appointment shall appointment(s) will be made by the Minister of Labour upon request of either party. No person may be appointed left to the XXXX Reinsurance and Insurance Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) Society – US umpire selection process. The Arbitration Board established as above shall arbitrators will decide the grievance submitted to it by a majority of votes and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any their decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall will be final and binding upon the parties and judgment thereon may be entered in any teacher affected by itcourt of competent jurisdiction. The arbitrators will make their decision of a majority within forty-five (45) days of the Arbitration Board is the decision close of the Arbitration Boardarbitration proceedings. The costs of arbitration, but if there is no majority, including the decision fee of the chairperson governsthird arbitrator, will be shared equally by the parties unless the arbitrators decide otherwise. Any party-appointed arbitrator or counsel fees incurred by a party in the conduct of arbitration will be paid by the party incurring the fees. (vib) Each party The language of the arbitration shall pay the cost be English. The place of its own appointee to the Arbitration Board arbitration shall be, and the parties award shall equally share be rendered in, the cost State of the chairpersonTennessee. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viiic) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two partiesTribunal may not award punitive damages.

Arbitration of Disputes. (aA) If any grievance has Any dispute arising out of this Agreement relating to Qwest invoices or balances owed by Customer to Qwest for Services rendered, which cannot been satisfactorily be resolved between the Parties, shall be settled pursuant to by binding arbitration at the foregoing provisions either party mayoffice of the American Arbitration Association (“AAA”) located in Washington, within five D.C. The arbitration shall be held in accordance with the commercial Arbitration Rules of the American Arbitration Association (5) working days“AAA Rules”), serve notice in writing submitting to arbitration according to the following provisionsas amended by this Agreement. (iB) The notice submitting to Either Qwest or the Customer may initiate arbitration shall contain by providing written demand for arbitration, a copy of this Agreement and the name of administrative fee required by the appointee AAA Rules to the Arbitration Board of the party making the submission. The recipient AAA its Washington, D.C. A copy of the notice shall, within ten (10) working days of receipt shall also be provided to the other Party. The remaining cost of the submission(s)arbitration, inform including the other party in writing fees and expenses of the name arbitrator, shall be shared equally by the Parties unless the arbitration award provides otherwise. Each Party shall bear the cost of preparing and presenting its appointee to the Arbitration Boardcase. (iiC) After One arbitrator shall be appointed in accordance with the second party has appointed its AAA Rules within sixty (60) days of the submission of the demand for arbitration, unless both Parties otherwise agree in writing. The arbitrator shall designate the two nominees time and place in the Washington, D.C. area, as applicable, for the hearing within thirty (30) days of his or her appointment. Qwest and the Customer agree that the Arbitrator’s authority to grant relief shall be subject to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson provisions of this committee. Agreement, the United States Arbitration Act, (iii) If “USAA”), the recipient ABA-AAA Code of Ethics for Arbitrators in Commercial Disputes, Qwest Tariffs, substantive law, and the Communications Act of 1934, as amended. The Arbitrator shall not be able to award, nor shall any Party be entitled to receive positive, Incidental, consequential, exemplary, reliance or special damages, including damages for lost profits. The Arbitrator’s decision shall follow the plain meaning of the notice fails to select an appointeerelevant documents, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment and shall be made by the Minister final, binding, and enforceable in a court of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by itcompetent jurisdiction. The decision of a majority the Arbitrator is appealable only for perceived mistakes or misapplication of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governslaw. (viD) Each party shall pay the cost Any dispute not outlined in Section 24 (A) and arising out of its own appointee or related to the Arbitration Board and the parties shall equally share the cost this Agreement regardless of the chairperson. (vii) Each party form of action whether in contract, indemnity, warranty, strict liability, or tort, including negligence of any kind with regard to Qwest Services or other conduct under this Agreement may be represented at subject to arbitration upon the arbitration by two representatives written consent of its choiceboth Parties. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If Section 22.1 In the event the parties shall be unable to adjust any complaint, grievance has not been satisfactorily settled pursuant or dispute involving the express terms of this Agreement, such complaint, grievance or dispute shall be referred to an impartial arbiter selected from a panel, mutually agreed upon by the foregoing provisions either party may, within parties. The panel will consist of no more than five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. and no less than three (i3) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submissionimpartial arbiters. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail parties are unable to agree upon on a chairperson within the time limitspecific arbiter, then the appointment party desiring to arbitrate shall send a request by mail to the Director of the Federal Mediation and Conciliation Service requesting the Director to furnish a list of five (5) arbiters. Each party shall have the right to strike a total of two (2) names from the list and the right to strike first shall be made determined by lot or as otherwise agreed by the Minister parties, and each party shall alternately strike one (1) name. The name remaining on the list after each party has stricken two (2) names shall be the impartial arbiter. The Employer and Union or Unions involved shall equally pay the arbiter's fee, the cost of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing hearing room and the cost of a court reporter, if requested by the arbiter. All other expenses shall be paid by the party incurring such expense. The decision of the arbiter shall be final and binding upon the parties parties. Such decision shall be limited to interpretation and any teacher affected by it. The decision of a majority application of the Arbitration Board is express terms of this Agreement and shall not change or add to any of its terms or conditions. In his/her decision, the arbiter shall specify whether or not the decision is retroactive and the effective date thereof. Section 22.2 Awards or settlements of grievances may or may not be retroactive as the Arbitration Boardequities of each case may demand, but if there is in no majority, the decision of the chairperson governs. event shall any arbitration award be retroactive beyond thirty (vi30) Each party shall pay the cost of its own appointee calendar days prior to the Arbitration Board and date on which the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery grievance was first presented to the two Employer unless agreed to by both parties; provided however, that this provision shall not have any application to grievances pertaining to the payment of either the fringe benefits provided for in this Agreement or the wage scale for the various classifications set forth in ''SCHEDULE A'' of this Agreement.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant Any dispute regarding these Labor Standards shall be determined by arbitration through the American Arbitration Association, San Francisco, California office ("AAA") in accordance with the Commercial Rules of the AAA then applicable, but subject to the foregoing further provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisionsthereof. (ib) The notice submitting Agency and all persons or entities who have a contractual relationship affected by the dispute shall be made a party to the arbitration. Any such person or entity not made a party in the demand for arbitration may intervene as a party and in turn may name any such person or entity as a party. (c) The arbitration shall contain take place in the name City and County of San Francisco. (d) Arbitration may be demanded by the Agency, the Tenant or the Contractor. (e) With the demand for arbitration, there must be enclosed a copy of these Labor Standards, and a copy of the appointee demand must be mailed to the Arbitration Board Agency and the Contractor, or as appropriate to one or the other if the Contractor or the Agency is demanding arbitration. If the demand does not include the Labor Standards they are nevertheless deemed a part of the party making demand. With the submissiondemand if made by the Agency or within a reasonable time thereafter if not made by the Agency, the Agency shall transmit to the AAA a copy of the Wage Determination (referred to in §4) and copies of all notices sent or received by the Agency pursuant to §13. Such material shall be made part of the arbitration record. (f) One arbitrator shall arbitrate the dispute. The recipient arbitrator shall be selected from the panel of arbitrators of the notice shallAAA by the parties to the arbitration in accordance with the AAA rules. The parties shall act diligently in this regard. If the parties fail to select an arbitrator, within ten seven (107) working days of from the receipt of the submission(s)panel, inform the other party in writing of AAA shall appoint the name of its appointee arbitrator. A condition to the Arbitration Boardselection of any arbitrator shall be that person's agreement to render a decision within 30 days from appointment. (iig) After the second Any party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who arbitration whether the party participates in the arbitration or not shall serve as be bound by the chairperson of this committee. (iii) If the recipient decision of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the arbitrator whose decision shall be final and binding upon on all of the parties and any teacher affected by itand all rights of appeal from the decision are waived except a claim that the arbitrator's decision violates an applicable statute or regulation. The decision of a majority of the Arbitration Board is arbitrator shall be rendered on or before 30 days from appointment. The arbitrator shall schedule hearings as necessary to meet this 30-day decision requirement and the decision of parties to the Arbitration Boardarbitration, but if there is no majoritywhether they appear or not, the decision of the chairperson governsshall be bound by such scheduling. (vih) Each Any party to the arbitration may take any and all steps permitted by law to enforce the arbitrator's decision and if the arbitrator's decision requires the payment of money the Contractor shall make the required payments and the Contractor shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairpersonContractor from money withheld. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If The prevailing party in the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment arbitration proceeding shall be made by entitled to recover from the Minister of Labour other party its reasonable attorneys’ fees, costs and expenses incurred in the proceeding and in any subsequent action to enforce or collect upon request of either party. No person may be appointed to the Arbitration Board who has participated directly decision rendered in an attempt to settle the grievancearbitration proceeding. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall hear have exclusive personal jurisdiction and decide proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the grievance parties, neither party will raise, and shall issue its decision in writing and the decision shall each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of any summons, complaint or other process, which may be final and binding upon the parties and delivered by any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsmeans permitted for notices under Section 9(b) hereof. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If the recipient The costs of the notice fails to select an appointeearbitration and each party’s associated costs shall be borne by the losing party. Notwithstanding the foregoing, or if the two appointees fail to agree upon parties reach a chairperson within compromise, the time limit, then costs of the appointment arbitration shall be made borne equally by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievanceparties and each party shall bear its own associated costs. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall hear have exclusive personal jurisdiction and decide proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the grievance parties, neither party will raise, and shall issue its decision in writing and the decision shall each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of any summons, complaint or other process, which may be final and binding upon the parties and delivered by any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsmeans permitted for notices under Section 5(a) hereof. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance a dispute arising under this Agreement has not been satisfactorily settled pursuant to resolved by the foregoing provisions either party may, within five (5) working days, serve notice non-binding procedures set forth in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson Section 13.1 within the time limitperiods provided, either Party may submit the dispute to arbitration administered by the American Arbitration Association (“AAA”) under its then current ICDR International Arbitration Rules (“AAA International Rules”) and as set forth in this Section. The arbitration proceeding shall take place in Wilmington, DE, in English, before a panel of three (3) arbitrators (the appointment “Arbitration Panel”), all of whom shall be made by admitted to practice law in at least one jurisdiction in the Minister United States, and at least two of Labour whom shall have substantial experience in the field of intellectual property litigation or intellectual property licensing. The arbitration shall be commenced and conducted as follows: a) The Parties shall request that the arbitrators conduct the arbitration proceeding in an expedited fashion in order to complete the proceeding and render a written decision within six months of the date upon request of either party. No person may be appointed to which the Arbitration Board who has participated directly Panel was formed under the AAA International Rules. The Parties shall use their best efforts to cooperate with the arbitrators to complete the proceeding and render a decision within such six month period. Permitted discovery under sub-part e) hereof and times set in an attempt any scheduling order shall be limited to settle achieve a decision within the grievancesix month period. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ivb) The Arbitration Board established as above Panel shall not under any circumstance consolidate, join or otherwise combine the arbitration proceeding with any other proceeding or party [*]. c) The arbitration proceedings shall be governed by this Agreement, by the AAA International Rules, by the procedural arbitration law of the site of the arbitration, and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The Arbitration Panel shall determine the matters at issue in the dispute in accordance with the substantive law of the State of Delaware without regard to conflicts of laws principles. The Arbitration Panel shall decide the grievance issues submitted to it as arbitrators at law only and shall base its award, and any related question(s) including whether interim awards, upon the matter is arbitrable, but terms of this Board shall have Agreement and the laws of the State of Delaware. The Arbitration Panel has no power to alterreform this Agreement, modify, or amend this agreement nor make any decision inconsistent therewithexcept as specifically set forth in Section 14.5. (vd) The Arbitration Board Panel shall hear take into account applicable principles of legal privilege and decide related protections, including the grievance confidentiality of attorney-client communications and attorney-work product. No Party or witness shall be required to waive any privilege recognized at law. The Arbitration Panel shall issue orders as reasonably necessary to protect the confidentiality of proprietary information, trade secrets, and other sensitive information disclosed. e) The Arbitration Panel shall have the exclusive authority to permit limited relevant confidential discovery to the extent required by a Party in order to establish its decision in writing and case. The Arbitration Panel shall decide any dispute regarding such requests for discovery or the decision adequacy of a discovery response by any Party. f) The award of the Arbitration Panel shall be final and binding upon and a Party may seek enforcement of the parties and award in any teacher affected by itcourt of competent jurisdiction. The decision of a majority award of the Arbitration Board Panel shall clearly set forth the specific dollar amount(s), if any, payable by Licensee under the award. Any monetary award shall be payable in U.S. dollars, free of any tax, offset or other deduction. In the event of an underpayment of amounts due hereunder, Licensee shall promptly pay any underpayment together with interest at the compounded annual rate of [*] percent [*] from the dates the payments were due under the terms of this Agreement. If an award is issued by the decision Panel that requires Licensee to pay the lesser of (i) [*], or (ii) [*], Licensee shall also pay [*]. The award and any determination of the Arbitration Boardarbitration shall be subject to Section VII herein and shall be binding solely on the Parties. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, but if there is no majorityMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. g) Licensee shall continue to timely pay InterDigital all amounts accruing hereunder which are not disputed including, without limitation, while the decision dispute resolution proceedings are pending. h) Nothing contained in this Article XIII shall preclude either Party from seeking a temporary restraining order pending resolution of the chairperson governsdispute in issue. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions provisions, either party may, may within five (5) working days, serve notice notice, in writing writing, submitting to arbitration according to the following provisions.: (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, shall within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator nominee, the two nominees to the Arbitration Board shall, within ten (10) working days, days appoint a third person who shall serve as the chairperson of this committeeArbitration Board. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above above, shall decide the grievance submitted to it it, and any related question(s) ), including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance grievance, and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board Board, and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted submitted, in writing, by (b) As an alternative to 7.05 above, both parties may, upon mutual agreement, choose a single arbitrator to settle the grievance. (i) The notice submitting to a single arbitrator shall contain the names of the three suggested appointees of the party making the submission. The recipient either agrees to one of the nominees or suggests three other appointees. (ii) If the parties fail to select an appointee, then the appointment shall be made by the Minister of Labour on request of either party. No person may be appointed who has participated directly in an attempt to settle the grievance. (iii) The Arbitrator established as above, shall decide the grievance, and any related question(s), including whether the matter is arbitrable, but this Arbitrator shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (iv) The Arbitrator shall hear and decide the grievance, and shall issue a decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. (v) The parties shall equally share the cost of the Arbitrator. (vi) The decision of the Arbitrator shall be submitted, in writing, by registered mail or personal delivery delivery, to the two parties.

Arbitration of Disputes. (a) If arbitration is expressly provided for in this Lease as a dispute resolution procedure, the arbitration shall be conducted as provided in this Article, except as otherwise provided in this Lease. All proceedings shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), or its successor organization, except as hereinafter provided. No action at law or in equity in connection with any grievance such dispute shall be brought until arbitration hereunder shall have been waived, either expressly or pursuant to this Article. The judgment upon the award rendered in any arbitration hereunder shall be final and binding on both parties hereto and may be entered in any court having jurisdiction thereof. (b) During an arbitration proceeding pursuant to this Article, the parties shall continue to perform and discharge all of their respective obligations under this Lease, except as otherwise provided in this Lease. (c) Unless arbitration is specified as a dispute resolution procedure as to a particular dispute hereunder, disputes under this Lease shall not be resolved by arbitration unless both parties agree in writing to do so, and disputes shall be resolved as otherwise provided by law. (d) All disputes that may be arbitrated in accordance with this Article shall be raised by notice to the other party, which notice shall state with particularity the nature of the dispute and the demand for relief, making specific reference by article number and title of the provisions of this Lease alleged to have given rise to the dispute. The notice shall also refer to this Article and shall state whether or not the party giving the notice demands arbitration under this Article. If no such demand is contained in the notice, the other party against whom relief is sought shall have the right to demand arbitration under this Article within ten (10) business days after such notice is received. Unless one of the parties demands arbitration, the provisions of this Article shall be deemed to have been waived with respect to the dispute in question. (e) The notice specified in Paragraph (d) above shall identify the arbitrator to act on the notifying party's behalf. The arbitrator shall be a person who has not been satisfactorily settled demonstrated at least ten (10) years of experience in commercial real estate matters and, in particular, the subject matter of the dispute in question. Within ten (10) business days after receipt of the notice of arbitration, the other party shall notify the first party of the identity of the arbitrator to act on such other party's behalf, which arbitrator shall be similarly qualified. If such party fails to identify its arbitrator within ten (10) business day period, the arbitrator named by the notifying party shall be the only arbitrator to resolve the dispute. If two (2) arbitrators are chosen pursuant to the foregoing provisions either party mayforegoing, they shall meet within ten (10) business days after the second arbitrator is appointed and, if within ten (10 business days after such first meeting the two arbitrators shall be unable to agree promptly upon a resolution of the dispute, they shall appoint a third arbitrator, who shall be similarly qualified. In the event they are unable to agree upon such appointment within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name business days after expiration of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within such ten (10) working days of receipt of day period, the submission(s)third arbitrator shall be selected by the parties themselves, inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shallif they can agree thereon, within a further period of ten (10) working business days. If the parties do not so agree, appoint either party, on behalf of both, may request appointment of such a third qualified person who by the AAA. If the AAA shall serve as refuse or be unable to provide such selection, the chairperson arbitrator shall be appointed by any successor organization providing substantially the same services, and in the absence of this committeesuch an organization, by the Presiding Judge of the California Superior Court for the City and County of San Diego. The arbitrator(s) so selected shall resolve the dispute. The arbitration proceedings shall take place at a mutually acceptable location in the City and County of San Diego. (iiif) If When resolving any dispute, the recipient arbitrators shall apply the pertinent provisions of this Lease without departure therefrom in any respect. The arbitrators shall not have the power to change any of the notice fails to select an appointeeprovisions of this Lease, or if but this Article shall not prevent in any appropriate case the two appointees fail to agree upon a chairperson within the time limitinterpretation, then the appointment shall be made construction and determination by the Minister arbitrators of Labour upon request the applicable provisions of either party. No person may be appointed this Lease to the Arbitration Board who has participated directly extent necessary in an attempt applying the same to settle the grievancematters to be determined by arbitration. (ivg) The Arbitration Board established Except as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrableotherwise expressly provided in this Lease, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board arbitration, including reasonable attorneys' and expert witness fees, shall be submitted in writing borne by registered mail or personal delivery to the two partiesunsuccessful party (as determined by the arbitrators).

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the "Third Arbitrator") shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If the recipient The costs of the notice fails to select an appointeearbitration and each party's associated costs shall be borne by the losing party. Notwithstanding the foregoing, or if the two appointees fail to agree upon parties reach a chairperson within compromise, the time limit, then costs of the appointment arbitration shall be made borne equally by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievanceparties and each party shall bear its own associated costs. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall hear have exclusive personal jurisdiction and decide proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the grievance parties, neither party will raise, and shall issue its decision in writing and the decision shall each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of any summons, complaint or other process, which may be final and binding upon the parties and delivered by any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsmeans permitted for notices under Section 5(a) hereof. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If Landlord disapproves any grievance has not been satisfactorily settled designs, plans and specifications submitted by Tenant pursuant to the foregoing provisions either party this Work Letter, Tenant shall as soon thereafter as reasonably possible, submit for Landlord's approval revised designs, plans and specifications. Within three (3) business days after Landlord's receipt of such revised designs, plans and specifications, Landlord shall notify Tenant of Landlord's approval or disapproval of such revisions. If Landlord disapproves such revised designs, plans and specifications, then Tenant may, within five (5) working daysat its election, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party notify Landlord in writing of the name submission of its appointee tlute dispute to arbitration pursuant to this paragraph. Such arbitration shall be settled by binding arbitration in accordance with the Commercial Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient Rules of the notice fails American Arbitration Association (the "AAA"). In administering the arbitration, the AAA shall follow the following Procedure: (a) the arbitrator shall be , unless such person is unavailable or is unable to select an appointee, or if the two appointees fail to agree upon a chairperson within comply with the time limitconstraints set forth in this paragraph, then in which case the appointment arbitrator shall be unless such person s unavailable or is unable to comply with the time constraints set forth in this section, in which case the arbitrator shall be _________; (b) the arbitrator shall immediately schedule an arbitration hearing for a date not later than seven m business days after his or her appointment; (c) any filing, including without limitation any answer, required to be made by either party in connection with such arbitration shall be made by within three (3) business days after notice from the Minister of Labour upon request of either party. No person may be appointed AAA or the arbitrator, (4) Landlord and Tenant shall respond within two (2) business days to any requests for information from the Arbitration Board who has participated directly in an attempt to settle arbitrator, (e) the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and arbitrator shall issue its his or her decision in writing no more than three (3) business days after the hearing; and (f) the arbitrator's authority to render a decision shall be final limited to the resolution of design and binding upon construction related disputes and the parties and determination of whether any teacher affected by it. The decision of a majority delay in the construction of the Arbitration Board is the decision work constituted Landlord delay or unavoidable delay as specifically defined in paragraph 10 and 11 of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Work Letter. Each party shall pay the cost of bear its own appointee costs and expenses relating to the Arbitration Board and the parties shall equally share the any such resolution. The cost of the chairperson. (vii) Each party may be represented at arbitrator and the arbitration by two representatives of its choice. (viii) The decision fees of the Arbitration Board AAA, if any, shall be submitted in writing borne equally by registered mail or personal delivery Landlord and Tenant. Within twenty (20) days after execution of the Lease, Landlord and Tenant shall agree on the arbitrators whose names are to be inserted into the two partiesblanks set forth above.

Arbitration of Disputes. Except for those matters under this Lease which are to be determined by appraisal under Section V.B above as expressly provided for herein, any dispute or controversy arising under, out of, in connection with, or in relation to this Lease or any breach hereof shall be determined and settled by arbitration to be held in Las Vegas, in accordance with the commercial arbitration rules of the AAA then in effect. Disputes shall be heard by a panel of three (a3) If any grievance has not been satisfactorily settled pursuant arbitrators, which panel shall be selected as follows: the party requesting or desiring arbitration shall give written notice to that effect to the foregoing provisions either other party. The notice shall designate an individual person as an arbitrator. Within ten (10) days after the notice is given, the other party may, within five (5) working days, serve shall give notice in writing submitting to arbitration according to the following party requesting the arbitration, and its notice shall designate a second individual person as an arbitrator. If the second party shall fail to designate an arbitrator within the ten (10) day period, the first arbitrator shall elect a second individual person as an arbitrator. When two arbitrators are designated in accordance with the foregoing provisions. (i) The notice submitting to arbitration , they shall contain the name of the appointee to the Arbitration Board of the party making the submissiondesignate a third individual person as an arbitrator as promptly as possible. The recipient of the notice shallIf, within ten (10) working days of receipt after the appointment of the submission(s)second arbitrator, inform the other two arbitrators so designated do not agree upon the designation of a third arbitrator, they shall give notice of their failure to agree to the parties. If the parties do not agree upon the selection of a third arbitrator within five (5) days after that notice, either party in writing may apply to the AAA for the appointment of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its third arbitrator the two nominees to the Arbitration Board shall, within ten (10) working daysdays thereafter. All decisions of a majority of the arbitrators shall be final, appoint conclusive and binding on the parties. All proper costs and expenses of such arbitration including, without limitation, witnesses’ fees, attorneys’ fees and the fees of the arbitrators, shall be charged to a third person who shall serve party or parties in such amounts as the chairperson of this committee. (iii) If arbitrators shall decide at the recipient time of the notice fails award. In the event of the failure, inability or refusal of any arbitrator to select an appointee, or if the two appointees fail to agree upon a chairperson act within the time limit, then thirty (30) days of the appointment of the panel, a new arbitrator shall be made appointed in his stead by the Minister of Labour upon request of either partyAAA. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision An award so rendered shall be final and binding in all aspects upon the parties and any teacher affected judgment may be rendered upon the award by it. The decision of a majority the courts of the Arbitration Board is the decision State of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board Nevada and the parties shall equally share consent to the cost jurisdiction of such courts. The parties agree that any process or notice of motion or other application to any of the chairpersoncourts and any paper in connection . . other party required to consent prior to engaging in any act for which the Master Lease requires such consent(s) to be obtained. Tenant shall execute all documents which the Master Lease requires the party occupying the Leased Land to execute. Tenant shall promptly pay upon demand all sums assessed by the Master Lessor and any other party under the Master Lease against Landlord as a result of Tenant’s failure to comply with this paragraph or any other terms, covenants and conditions of this Lease. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance has disagreement, dispute or contro­ versy shall arise between the parties hereto, or between signatory members of the As­ sociation and their clerks, with respect to the interpretation or application of any clause in this agreement, or the breach thereof, or in respect to any other matter, cause or thing whatsoever not been satisfactorily settled herein other­ wise provided for, and said disagreement, dispute or controversy cannot be amicably adjusted between the respective parties, then the same shall in the first instance be ad­ justed between a representative of the Union and a representative of the Association. Should they fail to agree, the question in dis­ pute shall, upon the request of either party, then be referred for decision and determina­ tion to a Board of Arbitration consisting of six (6) arbitrators, three (3) of whom shall be designated by the Association and the other three (3) shall be designated by the Union. Should such Board of Arbitration fail to agree, the question in dispute, shall be immediately referred to an Impartial Chairman for decision and determination. The parties designate Xxxxx Xxxxxxxxxxx, Esq. to act as Impartial Chairman during the life of this agreement. Notice of the demand to submit any dis­ pute hereunder to arbitration shall be given by either party thereto by three (3) days’ notice in writing, setting forth the nature of the dispute to be arbitrated, sent to the Union or the Association, as the case may be. The award or determination of a majority vote of the arbitrators, if there shall be six (6) arbitrators, or by the Impartial Chair­ man, Xxxxx Xxxxxxxxxxx, Esq., if submitted before him, shall be final, binding and con­ clusive and shall be accepted by the parties hereto and any signatory members of the Association or member of the Union in­ volved, and a judgment thereon may be entered in any court of competent juris­ diction. The expense of the Arbitration, if any, shall be borne equally by both sides. It is the intent of the parties to this agree­ ment that the procedures herein provided for shall serve as a means for peaceable settlement of all disputes, that may arise, and the parties therefore agree that during the life of this agreement, there shall be no strikes, walk-outs, stoppages, picketing or lock-outs. It is agreed that pending the determination by the arbitrators of any dis­ pute pursuant to the foregoing provisions either party mayof this para­ graph, no action of any sort whatsoever will be taken by the respective parties hereto, and the respective parties hereby waive their rights to take any legal or equitable meas­ ures, steps or proceedings except to enforce the award of arbitration. It is hereby agreed that the oath of the Impartial Chairman and/or members of the Board of Arbitration, required by Section 1455 of the Civil Practice Act, is hereby expressly waived. It is hereby agreed that in any arbitration proceeding a written notice of hearing ad­ dressed to the parties in interest and for­ warded by regular or ordinary mail at least two (2) days prior to the date set for the hearing, shall be deemed due, timely and sufficient notice thereof, the parties hereto waiving the service of such notice in per­ son or by registered mail. In the event of the death, disability or resignation of Xxxxx Xxxxxxxxxxx as Im­ partial Chairman, the persons designated as members of the Board of Arbitration shall select an Impartial Chairman for the re­ mainder of the term at a meeting of the Board of Arbitration to be called within five (5) working days, serve notice in writing submitting to arbitration according to the following provisionsdays thereafter. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. If any Dispute has not been resolved by the non-binding procedures set forth in Sections 6.2 and 6.3 within the time periods provided for therein, either party may submit the Dispute to arbitration administered by the American Arbitration Association ("AAA") under its then current ICDR International Arbitration Rules ("AAA International Rules"), and as set forth in this Article. The arbitration proceeding shall take place in London, UK, in English, before a panel of three (3) arbitrators, all of whom shall be admitted to practice law in at least one jurisdiction in the United States, and at least one of whom shall have substantial experience in the field of patent licenses. The arbitration shall be commenced and conducted as follows: (a) If Three arbitrators, appointed in accordance with the AAA International Rules, shall hear the Dispute. Any person who (or whose spouse) is or has been an employee, officer, director, partner, legal counsel, consultant to or agent of ITC, IDC or Licensee or any grievance has of their respective Affiliates shall be deemed to be partial and to have a conflict of interest and may not been satisfactorily settled pursuant be appointed an arbitrator. Should an arbitrator die, resign, refuse to act, or become incapable of performing his or her functions as an arbitrator, the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to AAA may declare a vacancy on the following provisionsArbitral Tribunal. The vacancy shall be filled by the method by which that arbitrator was originally appointed. (ib) The notice submitting parties shall request that the arbitrators conduct the arbitration proceeding in an expedited fashion in order to arbitration shall contain complete the name proceeding within one (1) year of the appointee to date upon which the Arbitration Board of arbitration was initiated under the party making the submissionAAA Institutional Rules. The recipient of parties shall use their best efforts to cooperate with the notice shallarbitrators to complete the proceeding within such one (1) year period. However, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration BoardArbitral Tribunal may extend this period for good cause shown. (iic) After The arbitration proceedings shall be governed by this Agreement, the second party has appointed AAA International Rules, and by the procedural arbitration law of the site of the arbitration, and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The Arbitral Tribunal shall determine the matters at issue in the Dispute in accordance with the substantive law of the PRIVILEGED AND CONFIDENTIAL State of New York and U.S. Federal patent law, without regard to conflicts of law principles. The Arbitral Tribunal shall decide the issues submitted as arbitrators at law only and shall base its arbitrator award, and any interim awards, upon the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson terms of this committeeAgreement and U.S. Federal patent law and the laws of the State of New York. The Arbitral Tribunal is not empowered to and shall not act as amiable compositeur or ex aequo et xxxx. (iiid) If The Arbitral Tribunal shall take into account applicable principles of legal privilege and related protections, such as those involving the recipient confidentiality of communications between a lawyer and a client and the notice fails to select an appointeework product of a lawyer, and no party or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person witness may be appointed required to waive any privilege recognized at law. The Arbitral Tribunal shall issue orders as reasonably necessary to protect the Arbitration Board who has participated directly in an attempt to settle the grievanceconfidentiality of proprietary information, trade secrets, and other sensitive information disclosed. (ive) The Arbitration Board Pursuant to a schedule to be established as above shall decide by the grievance submitted to it and any related question(s) including whether the matter is arbitrableArbitral Tribunal, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share exchange those documents upon which the cost producing party may rely in support of any claim or defense. The parties may further exchange documents in response to written requests for disclosure of non-privileged documents directly relevant to the determination of the chairperson. (vii) Each party may be represented at issues presented for determination by the arbitration by two representatives Arbitral Tribunal. Any dispute regarding such requests for disclosure or the adequacy of its choice. (viii) The decision of the Arbitration Board any party's disclosures shall be submitted in writing determined by registered mail or personal delivery to the two partiesArbitral Tribunal consistent with the expedited nature of arbitration.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, shall within ten (10) working days of receipt of the submission(s), ) inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, shall within ten (10) working days, days appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, appointee or if the two appointees fail to agree upon a chairperson within the time limit, limit then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, majority the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If The parties contemplate all matters in dispute under this Agreement may be settled by final and binding arbitration with no appeal from the decision of the arbitrators; provided, however, no party may refer any grievance has not been satisfactorily settled matter to arbitration without first having given ten (10) Business Days advance written notice to each other party specifying in detail the matter to be arbitrated, its proposed resolution of such matter and the intention to refer the matter to arbitration (collectively, a "NOTICE OF INTENDED ARBITRATION"). After ten (10) Business Days have elapsed from the delivery to each party of a Notice of Intended Arbitration without resolution of the matter, the party who gave such notice may refer the dispute to arbitration pursuant to all the foregoing provisions either of the Commercial Arbitration Act, (British Columbia) and regulations thereunder (collectively, the "ARBITRATION PROVISIONS") by naming an arbitrator and notifying each other party mayof the arbitrator appointed by it accompanied by that arbitrator's acceptance of his or her appointment; (b) If the Parties agree in writing on a single arbitrator, any matter covered by a Notice of Intended Arbitration under this Agreement may be referred by the Parties to arbitration by a single arbitrator in lieu of the arbitration panel otherwise contemplated herein. The Parties contemplate the arbitrator(s) appointed will be persons qualified by experience and skill in the area(s) referred to in the Notice of Intended Arbitration. The Parties further contemplate the arbitrator(s) will determine the matter specified in the Notice of Intended Arbitration, reduce their decision to writing and deliver a copy to each party, all within forty-five (545) working daysdays of the appointment of the last arbitrator, serve subject to any reasonable delay due to unforeseen circumstances. Notwithstanding the foregoing, if the single arbitrator fails to make a decision within sixty (60) days after appointment or if the arbitrators, or a majority of them, fail to make a decision within sixty (60) days after the appointment of the third arbitrator, then either of the Parties may by notice in writing submitting to arbitration according to the following provisions.other elect to have a new single arbitrator or arbitrators chosen in like manner as if none had previously been selected; (ic) The notice submitting to arbitration shall contain If the name of Parties do not agree on a single arbitrator, the appointee to the Arbitration Board of the party making the submission. The recipient of the notice other Party shall, within ten (10) working days of receipt the delivery of the submission(s)notice of appointment and acceptance of the first appointed arbitrator, inform appoint an arbitrator and deliver to each other party notice of such appointment and the acceptance of the appointed arbitrator. If two arbitrators are appointed, those arbitrators shall within fifteen (15) days of the appointment of the second of them choose a third member of the arbitration panel. If either Party fails to choose an arbitrator or the two arbitrators appointed by the Parties, fail to choose a third member of the arbitration panel, a judge of the Supreme Court of British Columbia shall, upon the request of either Party appoint the arbitrator or arbitrators to complete the three person arbitration panel; (d) The Parties agree that proceedings before the arbitrator(s) shall take place in Vancouver, British Columbia, or such other place as the Parties may determine; (e) Each Party to this Agreement expressly agrees with each other Party that the arbitrators appointed hereunder shall have all the rights and obligations provided for in the Arbitration Provisions and additionally that the arbitrators shall be entitled to finally determine all questions of law, fact and mixed fact and law without reference or appeal to any court; (f) The fees and expenses of the prevailing Party is determined by the arbitrator(s) shall be paid by the other party in writing Party; and (g) None of the name Parties concerned shall be deemed to be in default of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within any matter being arbitrated until ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is days after the decision of the Arbitration Board, but if there arbitrator(s) is no majority, the decision delivered to all of the chairperson governsthem. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If Subject to paragraph (b) and (c) of this Section, any grievance has not been satisfactorily dispute, controversy or claim between the parties arising out of or related to this Agreement or the interpretation, breach, termination or validity thereof, shall be finally settled pursuant by arbitration conducted in the English language in accordance with the Rules of Conciliation and Arbitration ("Rules") of the American Arbitration Association ("AAA") as then in effect by three (3) arbitrators. A party desiring to institute arbitration shall notify the foregoing provisions either other party may, within five (5) working days, serve notice and the AAA in writing submitting of its request to arbitration according to arbitrate in the following provisions. (i) The manner set forth in Section 10.4 above. In its notice submitting to arbitration it shall contain state the name and address of the appointee arbitrator it has appointed, and the issue or dispute to be arbitrated as well as the Arbitration Board of the party making the submissionbasis for its claim. The recipient of the notice shall, within ten Within thirty (1030) working days of receipt of the submission(s)such notice to arbitrate, inform the other party in writing shall inform the initiating party and the AAA of the name and address of its appointee the arbitrator selected by it and provide a written response to the Arbitration Board. other party's claim. If the other party fails to name its arbitrator within the thirty (ii30) After day period, then upon request of the initiating party the AAA shall appoint the second arbitrator in accordance with the Rules. The two arbitrators so selected shall select a third arbitrator which shall be impartial. If the two arbitrators cannot agree and mutually elect a third arbitrator within the thirty (30) days after the second party or the AAA has appointed its arbitrator nominated the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limitsecond arbitrator, then the appointment AAA shall appoint the third arbitrator in accordance with the Rules. The arbitrators shall decide all matters in accordance with applicable law and this Agreement by majority decision. All costs in connection with any proceedings hereunder, other than the attorneys' fees, costs and disbursements of each party, shall be made borne equally by the Minister of Labour upon request of either partyparties, unless otherwise determined by the arbitrators. No person The arbitrators' award shall be final, conclusive and binding on the parties. Judgment on the award may be appointed entered in any court or other tribunal of competent jurisdiction. All costs and fees, including reasonable attorneys' fees, incidental to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and enforcement of any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision award shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Boardcharged, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and maximum permitted extent, against the parties shall equally share the cost of the chairpersonparty resisting enforcement. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. Except for those matters under this Lease which are to be determined by appraisal under Section V.B above as expressly provided for herein, any dispute or controversy arising under, out of, in connection with, or in relation to this Lease or any breach hereof shall be determined and settled by arbitration to be held in Las Vegas, in accordance with the commercial arbitration rules of the AAA then in effect. Disputes shall be heard by a panel of three (a3) If any grievance has not been satisfactorily settled pursuant arbitrators, which panel shall be selected as follows: the party requesting or desiring arbitration shall give written notice to that effect to the foregoing provisions either other party. The notice shall designate an individual person as an arbitrator. Within ten (10) days after the notice is given, the other party may, within five (5) working days, serve shall give notice in writing submitting to arbitration according to the following party requesting the arbitration, and its notice shall designate a second individual person as an arbitrator. If the second party shall fail to designate an arbitrator within the ten (10) day period, the first arbitrator shall elect a second individual person as an arbitrator. When two arbitrators are designated in accordance with the foregoing provisions. (i) The notice submitting to arbitration , they shall contain the name of the appointee to the Arbitration Board of the party making the submissiondesignate a third individual person as an arbitrator as promptly as possible. The recipient of the notice shallIf, within ten (10) working days of receipt after the appointment of the submission(s)second arbitrator, inform the other two arbitrators so designated do not agree upon the designation of a third arbitrator, they shall give notice of their failure to agree to the parties. If the parties do not agree upon the selection of a third arbitrator within five (5) days after that notice, either party in writing may apply to the ABA for the appointment of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its third arbitrator the two nominees to the Arbitration Board shall, within ten (10) working daysdays thereafter. . All decisions of a majority of the arbitrators shall be final, appoint conclusive and binding on the parties. All proper costs and expenses of such arbitration including, without limitation, witnesses’ fees, attorneys’ fees and the fees of the arbitrators, shall be charged to a third person who shall serve party or parties in such amounts as the chairperson of this committee. (iii) If arbitrators shall decide at the recipient time of the notice fails award. In the event of the failure, inability or refusal of any arbitrator to select an appointee, or if the two appointees fail to agree upon a chairperson act within the time limit, then thirty (30) days of the appointment of the panel, a new arbitrator shall be made appointed in his stead by the Minister of Labour upon request of either partyAAA. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision An award so rendered shall be final and binding in all aspects upon the parties and any teacher affected judgment may be rendered upon the award by it. The decision of a majority the courts of the Arbitration Board is the decision State of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board Nevada and the parties shall equally share consent to the cost jurisdiction of such courts. The parties agree that any process or notice of motion or other application to any of the chairperson. (vii) Each party courts and any paper in connection with arbitration may be represented at served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the arbitration by two representatives of its choice. (viii) The decision rules of the Arbitration Board shall be submitted applicable court or arbitration tribunal, provided a reasonable time for appearances is allowed. In the resolution of any dispute or controversy as set forth in writing by registered mail this Section XIII.Y, each party irrevocably waives any right and claim to exemplary or personal delivery to the two partiespunitive damages.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant Any dispute or difference arising with reference to the foregoing provisions applicable interpretation or effect of this Agreement, or any part thereof, shall be referred to a Board of Arbitration (the "Board") of two (2) arbitrators and an umpire. The members of the Board shall be U.S. citizens and shall be active or retired disinterested officers of insurance or reinsurance companies. One arbitrator shall be chosen by the party initiating the arbitration and designated in the letter requesting arbitration. The other party shall respond, within fifteen (15) days, advising of its arbitrator. The umpire shall thereafter be chosen by the two (2) arbitrators. In the event either party mayfails to designate its arbitrator as indicated above, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing is hereby authorized and empowered to name the second arbitrator, and the party which failed to designate its arbitrator shall be deemed to have waived its right to designate an arbitrator and shall not be aggrieved thereby. The two (2) arbitrators shall then have thirty (30) days within which to choose an umpire. If they are unable to do so, the umpire shall be chosen by the manager of the name of American Arbitration Association who shall be a person meeting the qualifications set forth above. Each party shall submit its appointee case to the Arbitration Board. Board within one (ii1) After month from the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient date of the notice fails to select an appointee, or if appointment of the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrableumpire, but this period of time may be extended by unanimous written consent of the Board. The sittings of the Board shall have no power to altertake place in New York, modifyNew York, or amend this agreement nor make any unless otherwise agreed in writing by the parties. The Board is released from all judicial formalities and may abstain from the strict rules of law. The written decision inconsistent therewith. (v) The Arbitration of a majority of the Board shall hear and decide be rendered within sixty (60) days following the grievance and shall issue its termination of the Board's hearings, unless the parties consent to an extension. Such majority decision in writing and of the decision Board shall be final and binding upon the parties both as to law and fact, and may not be appealed to any teacher affected by itcourt of any jurisdiction. The decision of a majority of Judgment may be entered upon the Arbitration Board is the final decision of the Arbitration Board, but if there is no majority, the decision Board in any court of the chairperson governs. (vi) proper jurisdiction. Each party shall pay bear the cost fees and expenses of the arbitrator selected by or on its own appointee to the Arbitration Board behalf, and the parties shall equally share bear the cost fees and expenses of the chairpersonumpire as determined by the Board. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If This Agreement and all Ancillary Agreements and all disputes or controversies arising out of or relating to this Agreement or the Ancillary Agreements or the Transaction (whether in contract, tort, equity or otherwise), including the arbitrability of any grievance has dispute or controversy that cannot been satisfactorily be settled pursuant by mutual agreement (with the exception of any employment related agreements for post-closing periods which will be governed by their own terms) shall be finally settled by binding arbitration in accordance with the Comprehensive Arbitration Rules & Procedures of Judicial Arbitration & Mediation Service, Inc. (“JAMS”), as set forth in Section 16.1 et seq. of the JAMS rules, or any successor provision thereto, as follows: Any party aggrieved will deliver a notice to the foregoing provisions either other party setting forth the specific points in dispute. Any points remaining in dispute 20 days after the giving of such notice may, within five (5) working upon 10 days, serve ’ notice in writing submitting to arbitration according to the following provisionsother party, be submitted to JAMS arbitration conducted before a single neutral arbitrator in Orange County, California; provided, however, that if the dispute involves claims of greater than $5,000,000, the JAMS arbitration shall be conducted before a panel of three arbitrators. With respect to disputes before a single arbitrator, the arbitrator shall be appointed by agreement of the parties hereto or, if no agreement can be reached, by JAMS in accordance with its rules. With respect to disputes before a panel of three arbitrators, the Buyer and the Seller shall each appoint one arbitrator (the “Party-Appointed Arbitrators”) and the Party-Appointed Arbitrators shall appoint the third and presiding arbitrator within 14 days of the appointment of the second arbitrator; provided, that, any arbitrator not timely appointed herein shall be appointed by the JAMS upon the written demand of any party to the dispute. The arbitrator(s) may enter a default decision against any party who fails to participate in the arbitration proceedings. All arbitrators shall serve as neutral, independent, and impartial arbitrators. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viiib) The decision of the Arbitration Board arbitrator(s) on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrator(s) shall only be submitted authorized to interpret the provisions of this Agreement, and shall not amend, change or add to any such provisions. The parties agree that this provision has been adopted by the parties to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or proceedings seeking equitable relief as permitted under Section 11.11. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in writing or with respect to such litigation. (c) Except as otherwise provided in this Agreement or by registered mail applicable law, the arbitrator(s) will be authorized to apportion its (or personal delivery their) fees and expenses as the arbitrator(s) deems appropriate and the arbitrator(s) will be authorized to award the two prevailing party its fees and expenses (including attorneys’ fees). In the absence of any such apportionment or award, each party will bear its own expenses and the fees of its own attorney. (d) The parties and the arbitrator(s) will keep confidential, and will not disclose to any Person, except the parties’ advisors and legal representatives, or as may be required by law, the existence of any controversy under this Section 11.9 the referral of any such controversy to arbitration or the status or resolution thereof.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions provisions, either party may, may within five (5) working days, serve notice notice, in writing writing, submitting to arbitration according to the following provisions.: (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, shall within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator arbitrator, the two nominees to the Arbitration Board shall, within ten (10) working days, days appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above above, shall decide the grievance submitted to it it, and any related question(s) ), including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance grievance, and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board Board, and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted submitted, in writing, by registered mail, or personal delivery, to the two parties. (b) As an alternative to 7.05 above, both parties may, upon mutual agreement, choose a single arbitrator to settle the grievance. (i) The notice submitting to a single arbitrator shall contain the names of the three suggested appointees of the party making the submission. The recipient either agrees to one of the nominees or suggests three other appointees. (ii) If the parties fail to select an appointee, then the appointment shall be made by the Minister of Labour on request of either party. No person may be appointed who has participated directly in an attempt to settle the grievance. (iii) The Arbitrator established as above, shall decide the grievance, and any related question(s), including whether the matter is arbitrable, but (iv) The Arbitrator shall hear and decide the grievance, and shall issue a decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. (v) The parties shall equally share the cost of the Arbitrator. (vi) The decision of the Arbitrator shall be submitted, in writing, by registered mail or personal delivery delivery, to the two parties.

Arbitration of Disputes. (a) If Any claim or controversy arising out of or relating to this Agreement, or the breach thereof, including any grievance has anticipated breach or disagreement as to interpretation of this Agreement, which is not been satisfactorily settled resolved pursuant to the foregoing provisions either party maySection 5.2 hereof, within five (5) working days, serve notice in writing submitting to shall be settled by arbitration according to the following provisions.as follows: (i) The notice submitting to No arbitration shall contain the name of the appointee to the Arbitration Board of governed by this Section 5.3 may be commenced until thirty (30) days after the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform wishing to commence an arbitration proceeding shall have given the other party written notice describing the dispute to be arbitrated. During that thirty (30) days the parties shall attempt to resolve the dispute amicably by negotiation or, at the request of either party, by non-binding mediation in writing accordance with the Center for Public Resources Model Procedure for Mediation of the name Business Disputes. A written request by either party to resolve a dispute pursuant to Section 5.2 hereof shall constitute notice of its appointee to the Arbitration Boarda dispute for purposes of this Section 5.3(i). (ii) After the second party has appointed its arbitrator the two nominees Except as provided below and to the extent the parties may otherwise agree in writing, any arbitration under this Section 5.3 (the "Arbitration") shall be conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration Board shallof Business Disputes ("CPR Rules") by three arbitrators, within ten (10) working daysnone of whom shall be an officer, appoint a third person who shall serve director, or employee of any party hereto or its affiliates, selected by the Center for Public Resources as provided in the chairperson of this committeeCPR Rules. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment The Arbitration shall be made governed by the Minister of Labour United States Arbitration Act, 9 U.S.C. §1 et seq., and judgment upon request of either party. No person the award rendered by the arbitrators may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievanceentered by any court of competent jurisdiction. (iv) The arbitration shall take place in Austin, Texas, as designated by the party to the Arbitration Board established that did not initiate the Arbitration or, if such party fails to designate such location within ten (10) business days after receiving formal notice of the Arbitration, as above shall decide designated by the grievance submitted to it and Center for Public Resources. The arbitrators may hold individual hearings at any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewithlocation they deem appropriate. (v) The Arbitration Board arbitrators shall hear and decide hold a pre-hearing conference as promptly as possible after the grievance selection of the arbitrators and shall issue its decision in writing and hold the decision first hearing within thirty (30) days after the selection of the arbitrators. If additional hearings are needed, they shall be final and binding upon held as promptly as possible thereafter, so that all hearings that may be required are concluded within ninety (90) days after the parties and any teacher affected by itselection of the arbitrators. The decision of a majority of arbitrators shall render their award within thirty (30) days after the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governslast hearing. (vi) Each party shall pay the cost of its own appointee The parties may by written notice to the Arbitration Board each other and the parties shall equally share arbitrators freely specify further controversies or claims to be arbitrated up until the cost date of the chairpersonpre-hearing conference. Thereafter, additional controversies or claims may be added only with the consent of the arbitrators. (vii) Each party The arbitrators may be represented at make interim awards and may award equitable and declaratory relief; provided, however, that the arbitration by two representatives arbitrators may not order the termination of its choicethis Agreement for any reason other than as expressly set forth in this Section 7. (viii) The decision arbitrators shall not consider, nor shall any award include amounts for, punitive or exemplary damages. (ix) It shall not be inconsistent with this Section 5.3 for either party to seek from any court of competent jurisdiction interim relief in aid of arbitration or to protect the rights of either party pending the establishment of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two partiesarbitral tribunal.

Arbitration of Disputes. (a) If arbitration is expressly provided for in this Lease as a dispute resolution procedure, the arbitration shall be conducted as provided in this Article, except as otherwise provided in this Lease. All proceedings shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), or its successor organization, except as hereinafter provided. No action at law or in equity in connection with any grievance such dispute shall be brought until arbitration hereunder shall have been waived, either expressly or pursuant to this Article. The judgment upon the award rendered in any arbitration hereunder shall be final and binding on both parties hereto and may be entered in any court having jurisdiction thereof. (b) During an arbitration proceeding pursuant to this Article, the parties shall continue to perform and discharge all of their respective obligations under this Lease, except as otherwise provided in this Lease. (c) Unless arbitration is specified as a dispute resolution procedure as to a particular dispute hereunder, disputes under this Lease shall not be resolved by arbitration unless both parties agree in writing to do so, and disputes shall be resolved as otherwise provided by law. (d) All disputes that may be arbitrated in accordance with this Article shall be raised by notice to the other party, which notice shall state with particularity the nature of the dispute and the demand for relief, making specific reference by article number and title of the provisions of this Lease alleged to have given rise to the dispute. The notice shall also refer to this Article and shall state whether or not the party giving the notice demands arbitration under this Article. If no such demand is contained in the notice, the other party against whom relief is sought shall have the right to demand arbitration under this Article within ten (10) Business Days after such notice is received. Unless one of the parties demands arbitration, the provisions of this Article shall be deemed to have been waived with respect to the dispute in question. (e) The notice specified in Paragraph (d) above shall identify the arbitrator to act on the notifying party's behalf. The arbitrator shall be a person who has not been satisfactorily settled demonstrated at least ten (10) years of experience in commercial real estate matters and, in particular, the subject matter of the dispute in question. Within fifteen (15) Business Days after receipt of the notice of arbitration, the other party shall notify the first party of the identity of the arbitrator to act on such other party's behalf, which arbitrator shall be similarly qualified. If such party fails to identify its arbitrator within fifteen (15) Business Day period, the arbitrator named by the notifying party shall be the only arbitrator to resolve the dispute. If two (2) arbitrators are chosen pursuant to the foregoing provisions either party mayforegoing, they shall meet within ten (10) Business Days after the second arbitrator is appointed and, if within ten (10) Business Days after such first meeting the two arbitrators shall be unable to agree promptly upon a resolution of the dispute, they shall appoint a third arbitrator, who shall be similarly qualified. In the event they are unable to agree upon such appointment within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name Business Days after expiration of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within such ten (10) working days of receipt of day period, the submission(s)third arbitrator shall be selected by the parties themselves, inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shallif they can agree thereon, within a further period of ten (10) working daysBusiness Days. If the parties do not so agree, appoint either party, on behalf of both, may request appointment of such a third qualified person who by the AAA. If the AAA shall serve as refuse or be unable to provide such selection, the chairperson arbitrator shall be appointed by any successor organization providing substantially the same services, and in the absence of this committeesuch an organization, by the Presiding Judge of the California Superior Court for the City and County of San Diego. The arbitrator(s) so selected shall resolve the dispute. The arbitration proceedings shall take place at a mutually acceptable location in the City and County of San Diego. (iiif) If When resolving any dispute, the recipient arbitrators shall apply the pertinent provisions of this Lease without departure therefrom in any respect. The arbitrators shall not have the power to change any of the notice fails to select an appointeeprovisions of this Lease, or if but this Article shall not prevent in any appropriate case the two appointees fail to agree upon a chairperson within the time limitinterpretation, then the appointment shall be made construction and determination by the Minister arbitrators of Labour upon request the applicable provisions of either party. No person may be appointed this Lease to the Arbitration Board who has participated directly extent necessary in an attempt applying the same to settle the grievancematters to be determined by arbitration. (ivg) The Arbitration Board established Except as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrableotherwise expressly provided in this Lease, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board arbitration, including reasonable attorneys' and expert witness fees, shall be submitted in writing borne by registered mail or personal delivery to the two partiesunsuccessful party (as determined by the arbitrators).

Arbitration of Disputes. (a) If In the event of any grievance has not been satisfactorily settled pursuant dispute arising between the Company and the Advisor with reference to any provision of this Investment Advisory Agreement, the foregoing provisions either party maymatter shall be arbitrated in accordance with the Rules of the American Arbitration Association and the Federal Arbitration Act, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisionsas provided below. (ib) The notice submitting to Neither party shall initiate arbitration shall contain the name of the appointee to the Arbitration Board of unless, at least 30 days prior thereto, the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform requesting arbitration has given the other party in writing written notice of the name intent to initiate arbitration and a detailed description of its appointee the basis of the dispute. If the dispute remains unresolved at the end of such 30-day period, then either party may notify the other that it is proceeding to the Arbitration Boardarbitration. (iic) After Within thirty (30) days following such second notification, the second Company shall appoint an arbitrator and the Advisor shall appoint an arbitrator. In the event one of the parties fails to appoint an arbitrator within said thirty (30) days, the other party has shall appoint both arbitrators. Within fifteen (15) days following their appointment, and before entering into arbitration, the arbitrators shall select an umpire. In the event the arbitrators are not able to decide upon an umpire within said fifteen (15) days, the umpire shall be appointed its arbitrator by the two nominees American Arbitration Association. The arbitrators shall be executive officers or retired officers of investment management firms. Within sixty (60) days following the notification of the decision to arbitrate, the arbitration panel shall begin arbitration in Chicago, Illinois unless some other place is agreed upon by the Company and the Advisor, at which time the parties hereto may submit their cases in writing to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committeearbitration panel. (iiid) If The arbitration panel shall interpret this Investment Advisory Agreement in accordance with Iowa laws and shall conduct proceedings in accordance with the recipient Federal Rules of Civil Procedure. Within sixty (60) days after beginning the notice fails to select an appointeearbitration, or if the two appointees fail to agree upon a chairperson within arbitrators shall file their written decision on the time limit, then matter under arbitration with the appointment shall be made by Company and with the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievanceAdvisor. (ive) The Arbitration Board expenses of the arbitration shall be paid by the party or parties in the proportion established as above shall decide by the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewitharbitrators. (vf) The Arbitration Board shall hear and decide Any award of the grievance and shall issue its decision in writing and the decision arbitrators shall be deemed final and binding judgment upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party such award may be represented at the arbitration by two representatives of its choiceentered and enforced in any Iowa District Court and transferred to any other jurisdiction. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. Contractor (aRevamp branded companies) If and Buyer(s) agree that any grievance has not been satisfactorily settled pursuant and all disputes, claims or controversies (hereafter referred to the foregoing provisions either party may, within five (5as a “Claim”) working days, serve notice in writing submitting arising under or relating to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it Agreement and any related question(sdocuments, loans, security instruments accounts or notes, including by way of example and not as a limitation: (I) including whether the matter is arbitrablerelationships resulting from this Agreement and the transactions arising as a result thereof: (II) the terms of this Agreement; or (III) the validity of this Agreement or the validity or enforceability of this arbitration agreement, but shall be subject to binding arbitration to be determined by one arbitrator, in accordance with and pursuit to the then prevailing rules and procedures of the Commercial Rules of the American Arbitration Association, to be held and arbitrated in the judicial district in which the contractor’s corporate office resides. As of the writing of this Board shall have no power to alterAgreement, modifyContractor currently resides at 000 Xxxxxxxxx Xxxxx Xxxx, IL 61048. The Buyer(s) agree that they will not assert a Claim on behalf of, or amend this agreement nor make as a member of, any decision inconsistent therewith. (v) group or class. The Arbitration Board shall hear and decide findings of the grievance and shall issue its decision in writing and the decision arbitrator shall be final and binding upon on all parties to this Agreement, and may include an award of costs and legal fees. Such fees and costs will be awarded on any judgment in favor of the Contractor. This Agreement to Arbitrate, and any award, finding or verdict of or from the arbitration, will be specifically enforceable under the prevailing law of any court having jurisdiction. The party asserting the Claim with the other party to this Agreement and with the American Arbitration Association will file notice of the demand for arbitration. The demand shall be made within a reasonable time after the Claim in question has arisen, and in no event shall any such demand be made after the date when the institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Any Arbitration brought under this Agreement, and any award, finding or verdict of or from such proceedings shall remain confidential between the parties and any teacher affected by itshall not be made public. Both Xxxxx(s) and Contractor are hereby agreeing to choose arbitration, rather than litigation or some other means of dispute resolution, to address their grievances or alleged grievances. The decision parties believe this will allow a faster and more cost-effective method of addressing a Claim. By entering into this Agreement and this arbitration provision, both parties agree to relinquish their right to have any dispute decided in a court of law before a jury, and instead are accepting the use of arbitration, other than as set forth immediately below. Notwithstanding anything herein to the contrary, Contractor retains the option to use judicial or non-judicial relief to enforce the monetary obligation represented by this Agreement. Such judicial relief would take the form of a majority lawsuit. The institution and maintenance of such an action for judicial relief in a court to foreclose upon any collateral or to enforce or collect upon a monetary debt or judgment shall not constitute a waiver of the Arbitration Board is right of any party to compel arbitration of any Claim subject to arbitration in this Agreement, including the decision filing of the Arbitration Board, but if there is no majority, the decision of the chairperson governsa counterclaim by Xxxxx(s) in a suit brought by Contractor pursuant to this arbitration provision. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If The prevailing party in the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment arbitration proceeding shall be made by entitled to recover from the Minister of Labour other party its reasonable attorneys’ fees, costs and expenses incurred in the proceeding and in any subsequent action to enforce or collect upon request of either party. No person may be appointed to the Arbitration Board who has participated directly decision rendered in an attempt to settle the grievancearbitration proceeding. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall pay the cost of its own appointee have exclusive personal jurisdiction and proper venue with respect to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail any such action seeking injunctive or personal delivery to the two parties.similar relief

Arbitration of Disputes. (a) If any grievance has controversy or dispute arises under, out of or in relation to any of the provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party initiating such arbitration, one of which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in the event that such other arbitrators shall not been satisfactorily settled pursuant to agree on the foregoing provisions either party mayselection of the Third Arbitrator, within five (5) working daysthe Third Arbitrator shall be selected by the American Arbitration Association located in New York, serve notice in writing submitting New York. Any dispute or controversy submitted to arbitration according to in accordance with the following provisionsprovisions of this Section 12.10 shall be determined by such arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then existing. (ib) The notice submitting arbitrators may award any relief which they shall deem proper in the circumstances, without regard to arbitration shall contain the name relief which would otherwise be available to any party in a court of law or equity including, without limitation, an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the appointee to the Arbitration Board arbitrators shall be conclusive and binding upon all of the party making parties hereto, whether or not all parties hereto participate in the submissionarbitration proceeding, and judgment upon the award may be entered in any court of competent jurisdiction upon the application of any party. The recipient parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the notice shall, within ten courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (10c) working days of receipt of The prevailing party in the submission(s), inform arbitration proceeding shall be entitled to recover from the other party its reasonable attorneys’ fees, costs and expenses incurred in writing of the name of its appointee proceeding and in any subsequent action to enforce or collect upon the Arbitration Boarddecision rendered in the arbitration proceeding. (iid) After Notwithstanding the second party has appointed its arbitrator foregoing, the two nominees parties reserve the right to seek and obtain injunctive relief, whether in the Arbitration Board shallform of a temporary restraining order, within ten (10) working dayspreliminary injunction, appoint a third person who injunction to enforce an arbitration award, or other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision and award of the arbitrators; provided, however, that such preliminary injunctive relief shall serve as the chairperson of this committeebe subject to final arbitral decisions. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vie) Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall pay have exclusive personal jurisdiction and proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the cost parties, neither party will raise, and each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of its own appointee to the Arbitration Board and the parties shall equally share the cost any summons, complaint or other process, which may be delivered by any of the chairpersonmeans permitted for notices under Section 12.01 hereof. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If the recipient The costs of the notice fails to select an appointeearbitration and each party’s associated costs shall be borne by the losing party. Notwithstanding the foregoing, or if the two appointees fail to agree upon parties reach a chairperson within compromise, the time limit, then costs of the appointment arbitration shall be made borne equally by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievanceparties and each party shall bear its own associated costs. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall hear have exclusive personal jurisdiction and decide proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the grievance parties, neither party will raise, and shall issue its decision in writing and the decision shall each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of any summons, complaint or other process, which may be final and binding upon the parties and delivered by any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsmeans permitted for notices under Section 10(b) hereof. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If Except with regard to any grievance has not been satisfactorily settled pursuant claim, counterclaim, dispute, and other matter relating to the foregoing provisions payment of Rent or any other sum owing from Tenant to Landlord under this Lease, Landlord and Tenant agree that, if and to the extent that any Non-Monetary Dispute cannot be resolved through direct discussions or through mediation in accordance with Section A above, such Non-Monetary Dispute shall at the election of either party may, within five (5) working days, serve notice in writing submitting be submitted to arbitration according in accordance with this Section B. In the event either party (“Initiating Party”) elects to submit any Non-Monetary Dispute to arbitration, the following provisions. (i) The notice submitting to judgment or the award rendered in any such arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly entered in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it any court having jurisdiction in San Mateo County and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by itparties. The decision of a majority arbitration shall be conducted in accordance with the then prevailing rules of the American Arbitration Board is Association or its successor for arbitration of commercial disputes, and the decision provisions of California Code of Civil Procedure Section 1283.05, or any successor or amended statute or law containing similar provisions, except to the extent that the procedures mandated by said rules shall be modified as follows: 1. The Initiating Party’s demand for arbitration shall specify the name and address of the Arbitration Boardperson to act as the arbitrator on its behalf. The arbitrator shall be a member of the American Institute of Real Estate Appraisers (or its successor organization) with a then current senior designation of MAI (or then comparable designation), but if there is no majoritycurrently certified under the continuing education program, and shall have at least ten years’ experience in appraising commercial properties in the San Mateo, San Francisco Counties. Within ten business days after the service of the demand for arbitration, the decision other party (“Non-Initiating Party”) shall give notice to the Initiating Partv specifying the name and address of the chairperson governs. (vi) Each party person designated by the Non-Initiating Party as arbitrator on its behalf who shall pay be similarly qualified. If the cost Non-Initiating Party fails to notify the Initiating Party of the appointment of its own appointee to arbitrator, within or by the Arbitration Board and time above specified, then the parties shall equally share arbitrator appointed by the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board Initiating Party shall be submitted in writing by registered mail or personal delivery the arbitrator to determine the two partiesissue.

Arbitration of Disputes. (a) In the event any party has a dispute regarding the Agreement, including the interpretation, performance, application, termination or breach of this Agreement (the “Disputes”), such party shall notify the other party regarding the nature and terms of such dispute. The parties hereto shall attempt in good faith to resolve all Disputes by mutual agreement. (b) If any grievance has Dispute cannot been satisfactorily settled be resolved by the parties pursuant to Section 7.10(a) or otherwise within [**] days of the foregoing provisions notice of such Dispute, then upon written demand by either party maysuch Dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said Rules (the “Arbitral Tribunal”), within five each party nominating one (51) working daysarbitrator and the two (2) party-appointed arbitrators nominating the chairperson. The place of arbitration shall be Xxx Xxxxxxxxx, serve notice Xxxxxxxxxx, XXX, if Buyer demands arbitration, and Boston, Massachusetts, USA, if Seller demands arbitration. Subject to each party’s right to seek injunctive relief pursuant to Section 7.10(c), the arbitration shall be the sole and exclusive forum for resolution of any such Dispute, and the award rendered shall be final and binding. Judgment on the award rendered may be entered in writing submitting any court having jurisdiction thereof. (c) The procedures for arbitration pursuant to arbitration according to the following provisions.this Section 7.10 shall be as follows: (i) The notice submitting to arbitration shall contain be conducted in the name of the appointee English language and any non-English-language documents presented to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration BoardArbitral Tribunal at such arbitration shall be accompanied by an English translation thereof. (ii) After Any award of the second party has appointed its arbitrator Arbitral Tribunal: (A) shall be in writing; and (B) shall state the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committeereasons upon which such award is based. (iii) If the recipient of the notice fails The Arbitral Tribunal shall have no authority to select an appointee, award punitive damages or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made any other damages not measured by the Minister of Labour upon request of either prevailing party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance’s actual damages. (iv) The Arbitration Board established Prior to the appointment of the Arbitral Tribunal, any party may seek appointment of an emergency arbitrator pursuant to said rules or may apply to any court having jurisdiction hereof and seek injunctive relief in order to maintain the status quo until such time as above shall decide the grievance submitted arbitration award is rendered or the Dispute is otherwise resolved. After the appointment of the Arbitral Panel, any party may make an application to it and any related question(s) including whether the matter Arbitral Tribunal seeking injunctive relief to maintain the status quo until such time as the arbitration award is arbitrable, but this Board shall have no power to alter, modify, rendered or amend this agreement nor make any decision inconsistent therewiththe Dispute is otherwise resolved. (vd) Notwithstanding the foregoing, in addition to the right of the parties to arbitrate Disputes in this Section 7.10, the Arbitral Tribunal shall have the power to (i) enter an award or order of specific performance to enforce the observance and performance of such covenant or agreement and (ii) grant an injunction restraining such breach or threatened breach. The Arbitration Board non-breaching party shall hear and decide the grievance and shall issue its decision not be required to provide any bond or other security in writing and the decision connection with any such award, order or injunction or in connection with any arbitration or related action or proceeding. Any arbitration awards, whether preliminary or final, shall be final and binding upon the parties and any teacher affected by it. The decision enforceable in a court of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governscompetent jurisdiction. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If Subject to Section 7.16, any grievance has not been satisfactorily dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a Breach thereof (a “Dispute”), shall be exclusively referred to, and finally settled pursuant exclusively by, arbitration under and in accordance with the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (“ICC”). The arbitration panel shall have the exclusive right to determine arbitrability of any Dispute. In the foregoing event of a conflict between the Rules of the ICC and any provisions either party mayof this Agreement, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisionsthis Agreement shall govern. (ib) The notice submitting to place of arbitration shall contain be New York, New York, and the name of the appointee award shall be deemed to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Boardhave been made there. (iic) After The arbitral tribunal shall consist of three arbitrators, including one Qualified Arbitrator appointed by the second party or parties (acting together) initiating the arbitration (the “Claimant”), one Qualified Arbitrator appointed by the responding party or parties (acting together) to the dispute (the “Respondent”), and a third Qualified Arbitrator who must be an attorney licensed to practice law with at least ten years experience in handling complex merger and acquisition and/or corporate transactions or commercial disputes, and who shall act as chairman of the tribunal jointly appointed by the other two Qualified Arbitrators that have been appointed as provided in this Section 7.6. If the Respondent has failed to appoint a Qualified Arbitrator within thirty (30) days of receiving written notice of the appointment of the Claimant’s Qualified Arbitrator, or vice-versa, and/or if within thirty days following the appointment of the later-appointed its arbitrator of such two party-appointed Qualified Arbitrators the two nominees party-appointed Qualified Arbitrators have not agreed upon the appointment of a chairman, either the Claimant or the Respondent may apply to the Arbitration Board shallICC, within ten (10) working days, appoint a third person who shall which will serve as the chairperson of this committee. (iii) If the recipient appointing authority, and shall appoint a Qualified Arbitrator on behalf of the notice fails non-appointing party or shall appoint the chairman, as applicable. With respect to select an appointeesaid panel of three Qualified Arbitrators, in the event that there are three or more parties to a dispute: (i) if the interest of the parties acting as Claimant are sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator, or if the two appointees fail to agree upon a chairperson within the time limitClaimant is only one party, then the appointment Claimant shall be made entitled to appoint one Qualified Arbitrator; (ii) if the interest of the parties acting as Respondent are sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator or if the Respondent is only one party, then the Respondent shall be entitled to appoint one Qualified Arbitrator; (iii) if (A) the interests of the parties acting as Claimant are not sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator or (B) the interests of the parties acting as Respondent are not sufficiently aligned such that they can agree upon the joint appointment of a Qualified Arbitrator, then all Qualified Arbitrators shall be appointed by the Minister ICC. The arbitration proceedings shall be administered by the ICC and the costs of Labour the arbitration shall be determined pursuant to the schedule of fees for arbitrators in international cases which the ICC administers. (d) Notwithstanding this Section 7.6, nothing contained herein shall be construed as a waiver of a right to bring or commence any action authorized by Article 23 of the ICC Rules of Arbitration (Conservatory and Interim Measures) in any state or federal court located in the State of New York, County of New York, or in xxx xxxx xx xxxxxx xx Xxxxxxxx, Xxxxx. Each of the parties hereto irrevocably consents to the non-exclusive jurisdiction of said courts for that purpose. Furthermore, to avoid duplicative and competing actions and the possibility of inconsistent results, each party agrees to submit all such disputes authorized by Article 23 of the ICC Rules of Arbitration to the court hearing the first such action filed seeking such relief. Moreover, each party submits to the jurisdiction of such court for purposes of such an Article 23 action and agrees that service of process pursuant to the Notice provision set forth in Section 7.15 shall be deemed sufficient service to commence such an action. (e) The language of the arbitration shall be English, provided that any party may submit testimony or documentary evidence in a language other than English, and shall, upon request of either party. No person may be appointed any other party to the Arbitration Board who has participated directly in an attempt to settle the grievancearbitration, furnish a translation or interpretation into English of any such testimony or documentary evidence. (ivf) The Arbitration Board established as above Any decision or award of the arbitration panel shall decide the grievance submitted to it be reasoned and any related question(s) including whether the matter is arbitrablein writing, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by itto the arbitration proceeding. The parties hereby agree not to invoke or execute any and all rights to appeal, review, vacate or impugn such decision of or award by the arbitration panel. The parties also agree that the arbitral decision or award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found, and that a majority judgment upon the arbitral decision or award may be entered in any court having jurisdiction. Without prejudice to any other powers which it may possess, the arbitral tribunal shall have the power to make provisional awards and take any interim measures it deems necessary in respect of the Arbitration Board is the decision subject-matter of the Arbitration Board, but if there is no majority, the decision of the chairperson governsdispute. (vig) Each The parties hereby agree that if any party shall pay the cost of its own appointee to the Arbitration Board and arbitration proceeding fails or refuses to voluntarily comply with any arbitral decision or award within thirty (30) days after the parties shall equally share the cost date on which it receives notice of the chairpersondecision or award, the other party(ies), the arbitration panel or their attorneys-in-fact may immediately proceed to seek confirmation of the award and/or request judicial approval necessary for the execution of such decision or award, before a competent judge of the domicile of such refusing party or before any other court of competent jurisdiction. Further, if any prevailing party(ies) is required to retain counsel to enforce the arbitral decision or award, the party against whom the decision or award is made shall reimburse the prevailing party for all reasonable fees and expenses incurred and paid to said counsel for such service. (viih) Each party may The parties agree that notifications of any proceedings, reports, communications, orders, arbitral decisions, arbitral awards, arbitral award enforcement petitions, and any other document shall be represented at the arbitration by two representatives sent as set forth in Section 7.15 of its choicethis Agreement. (viiii) To facilitate the comprehensive resolution of related disputes, and upon request by any party to the arbitration proceeding, the arbitral tribunal may, at any time before the first oral hearing of evidence, consolidate the arbitration proceeding with any other arbitration proceeding between or among the parties arising from or out of any other contract or relationship between or among them. (j) Unless the parties have otherwise agreed, as soon as the file has been transmitted to the arbitral tribunal, the arbitral tribunal may, at the request of a party, order any interim or conservatory measure it deems appropriate. The decision arbitral tribunal may make the granting of any such measure subject to appropriate security being furnished by the requesting party. Any such measure shall take the form of an order, giving reasons, or of an award, as the arbitral tribunal considers appropriate. (k) Before the file is transmitted to the arbitral tribunal, and in appropriate circumstances even thereafter, the parties may apply to any competent judicial authority for interim or conservatory measures. The application of a party to a judicial authority for such measures or for the implementation of any such measures ordered by an arbitral tribunal shall not be deemed to be an infringement or a waiver of the Arbitration Board arbitration agreement and shall be submitted in writing by registered mail or personal delivery not affect the relevant powers reserved to the two partiesarbitral tribunal. Any such application and any measures taken by the judicial authority must be notified without delay.

Arbitration of Disputes. (a) All disputes arising under this Agreement shall be negotiated between the Stockholders and such senior management representative of the Company who is designated by the Company and is authorized to negotiate and act on behalf of the Company, which parties shall conduct good faith discussions in order to resolve such dispute within 10 days after each dispute arises. If the dispute is still unresolved 10 days following the commencement of such good faith discussions, the dispute may be submitted by any grievance has not been satisfactorily settled pursuant party to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisionsbinding arbitration. (ib) The notice submitting to Either party requesting arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform serve a written demand for arbitration on the other party in writing by registered or certified mail. The demand shall set forth a statement of the name nature of its appointee the dispute, the amount involved and the remedies sought. Each party shall have the right to be represented by counsel and shall have the right to full discovery. Except as specifically provided herein, the arbitration shall be conducted by and in accordance with the commercial rules of the American Arbitration Association; provided, that the arbitrator shall have the sole discretion with regard to the Arbitration Boardscope of discovery, depositions and the admissibility of evidence; and the arbitrator's ruling shall be in accordance with law and the terms of this Agreement. The arbitrator shall not have the power to amend this Agreement in any respect. (iic) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shallNo later than 20 calendar days after a demand for arbitration is served, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share jointly select and appoint a disinterested person to act as the cost arbitrator. In the event that the parties do not agree on the selection of an arbitrator, each party shall select an arbitrator within 10 days after the chairperson. (vii) Each party may be represented at date on which the arbitration by parties do not agree on the selection of a sole arbitrator and the two representatives of its choice. (viii) The decision of arbitrators so selected shall select a third arbitrator within 10 days after the Arbitration Board parties select their arbitrators; the provisions set forth herein regarding the single arbitrator shall be submitted in writing by registered mail or personal delivery apply to the two parties.three arbitrators so selected. Any arbitrator designated hereunder shall not now or in the three years preceding such arbitration be an employee, consultant, officer, director or stockholder of any party hereto or any Affiliate of any Party to this Agreement or have now or in the three

Arbitration of Disputes. I acknowledge that the arbitration provisions of my written employment agreement with the Company, which are hereby incorporated by reference, shall remain in effect. TAKE THIS RELEASE HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT: IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. IF YOU WISH, YOU SHOULD TAKE ADVANTAGE OF THE FULL CONSIDERATION PERIOD AFFORDED BY SECTION 5 AND YOU SHOULD CONSULT YOUR ATTORNEY. Executed on this day of , 200_ _____________________________ Xxxxxx Xxxxxx VELOCITYHSI, INC. By:__________________________ Name:________________________ Title:_______________________ SCHEDULE 2 ---------- ARBITRATION PROCEDURES (a) If any grievance has not been satisfactorily settled pursuant Request for Arbitration A person or entity asserting a claim to be arbitrated under these arbitration procedures (Plaintiff) must submit a request for arbitration to the foregoing provisions either party may, within five person or entity against whom the claim is being asserted (5) working days, serve notice Defendant). The Plaintiff or Defendant may bring an action in writing submitting any court of appropriate jurisdiction to compel arbitration according to the following provisionsin accordance with these procedures. (ib) Applicable Arbitration Rules The notice submitting arbitration shall be held under the auspices of either the American Arbitration Association (AAA) or the Judicial Arbitration and Mediation Service (JAMS), whichever is chosen by the Defendant. Except as provided below, the arbitration shall be in accordance with the AAA or JAMS's then-current employment dispute resolution rules (depending on which is selected). The Arbitrator shall apply the Federal Rules of Evidence and shall have the authority to entertain a motion to dismiss or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The Federal Arbitration Act shall govern all arbitrations that take place under these procedures (or that are required to take place under them), and shall govern the interpretation or enforcement of these procedures or any arbitration award. To the extent that the Federal Arbitration Act is inapplicable, California law pertaining to arbitration agreements shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Boardapply. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If arbitration is expressly provided for in this Lease as a dispute resolution procedure, the arbitration shall be conducted as provided in this Article, except as otherwise provided in this Lease. All proceedings shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), or its successor organization, except as hereinafter provided. No action at law or in equity in connection with any grievance such dispute shall be brought until arbitration hereunder shall have been waived, either expressly or pursuant to this Article. The judgment upon the award rendered in any arbitration hereunder shall be final and binding on both parties hereto and may be entered in any court having jurisdiction thereof. (b) During an arbitration proceeding pursuant to this Article, the parties shall continue to perform and discharge all of their respective obligations under this Lease, except as otherwise provided in this Lease. (c) Unless arbitration is specified as a dispute resolution procedure as to a particular dispute hereunder, disputes under this Lease shall not be resolved by arbitration unless both parties agree in writing to do so, and disputes shall be resolved as otherwise provided by law. (d) All disputes that may be arbitrated in accordance with this Article shall be raised by notice to the other party, which notice shall state with particularity the nature of the dispute and the demand for relief, making specific reference by article number and title of the provisions of this Lease alleged to have given rise to the dispute. The notice shall also refer to this Article and shall state whether or not the party giving the notice demands arbitration under this Article. If no such demand is contained in the notice, the other party against whom relief is sought shall have the right to demand arbitration under this Article within ten (10) business days after such notice is received. Unless one of the parties demands arbitration, the provisions of this Article shall be deemed to have been waived with respect to the dispute in question. (e) The notice specified in Paragraph (d) above shall identify the arbitrator to act on the notifying party's behalf. The arbitrator shall be a person who has not been satisfactorily settled demonstrated at least ten (10) years of experience in commercial real estate matters and, in particular, the subject matter of the dispute in question. Within twenty (20) business days after receipt of the notice of arbitration, the other party shall notify the first party of the identity of the arbitrator to act on such other party's behalf, which arbitrator shall be similarly qualified. If such party fails to identify its arbitrator within twenty (20) business day period, the arbitrator named by the notifying party shall be the only arbitrator to resolve the dispute. If two (2) arbitrators are chosen pursuant to the foregoing provisions either party mayforegoing, they shall meet within ten (10) business days after the second arbitrator is appointed and, if within ten (10) business days after such first meeting the two arbitrators shall be unable to agree promptly upon a resolution of the dispute, they shall appoint a third arbitrator, who shall be similarly qualified. In the event they are unable to agree upon such appointment within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name business days after expiration of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within such ten (10) working days of receipt of day period, the submission(s)third arbitrator shall be selected by the parties themselves, inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shallif they can agree thereon, within a further period of ten (10) working business days. If the parties do not so agree, appoint either party, on behalf of both, may request appointment of such a third qualified person who by the AAA. If the AAA shall serve as refuse or be unable to provide such selection, the chairperson arbitrator shall be appointed by any successor organization providing substantially the same services, and in the absence of this committeesuch an organization, by the Presiding Judge of the California Superior Court for the City and County of San Diego. The arbitrator(s) so selected shall resolve the dispute. The arbitration proceedings shall take place at a mutually acceptable location in the City and County of San Diego. (iiif) If When resolving any dispute, the recipient arbitrators shall apply the pertinent provisions of this Lease without departure therefrom in any respect. The arbitrators shall not have the power to change any of the notice fails to select an appointeeprovisions of this Lease, or if but this Article shall not prevent in any appropriate case the two appointees fail to agree upon a chairperson within the time limitinterpretation, then the appointment shall be made construction and determination by the Minister arbitrators of Labour upon request the applicable provisions of either party. No person may be appointed this Lease to the Arbitration Board who has participated directly extent necessary in an attempt applying the same to settle the grievancematters to be determined by arbitration. (ivg) The Arbitration Board established Except as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrableotherwise expressly provided in this Lease, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board arbitration, including reasonable attorneys' and expert witness fees, shall be submitted in writing borne by registered mail or personal delivery to the two partiesunsuccessful party (as determined by the arbitrators).

Arbitration of Disputes. If any Dispute has not been resolved by the non-binding procedures set forth in Sections 6.2 and 6.3 within the time periods provided for therein, either party may submit the Dispute to arbitration administered by the American Arbitration Association ("AAA") under its then current ICDR International Arbitration Rules ("AAA International Rules"), and as set forth in this Article. The arbitration proceeding shall take place in London, UK, in English, before a panel of three (3) arbitrators, all of whom shall be admitted to practice law in at least one jurisdiction in the United States, and at least one of whom shall have substantial experience in the field of patent licenses. The arbitration shall be commenced and conducted as follows: (a) If Three arbitrators, appointed in accordance with the AAA International Rules, shall hear the Dispute. Any person who (or whose spouse) is or has been an employee, officer, director, partner, legal counsel, consultant to or agent of ITC, IDC or Licensee or any grievance has of their respective Affiliates shall be deemed to be partial and to have a conflict of interest and may not been satisfactorily settled pursuant be appointed an arbitrator. Should an arbitrator die, resign, refuse to act, or become incapable of performing his or her functions as an arbitrator, the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to AAA may declare a vacancy on the following provisionsArbitral Tribunal. The vacancy shall be filled by the method by which that arbitrator was originally appointed. (ib) The notice submitting parties shall request that the arbitrators conduct the arbitration proceeding in an expedited fashion in order to arbitration shall contain complete the name proceeding within one (1) year of the appointee to date upon which the Arbitration Board of arbitration was initiated under the party making the submissionAAA Institutional Rules. The recipient of parties shall use their best efforts to cooperate with the notice shallarbitrators to complete the proceeding within such one (1) year period. However, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration BoardArbitral Tribunal may extend this period for good cause shown. (iic) After The arbitration proceedings shall be governed by this Agreement, the second party has appointed its arbitrator AAA International Rules, and by the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient procedural arbitration law of the notice fails to select an appointeesite of the arbitration, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made and by the Minister United Nations Convention on the Recognition and Enforcement of Labour upon request Foreign Arbitral Awards. The Arbitral Tribunal shall determine the matters at issue in the Dispute in accordance with the substantive law of either partythe State of New York and U.S. Federal patent law, without regard to conflicts of law principles. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above Arbitral Tribunal shall decide the grievance issues submitted to it as arbitrators at law only and shall base its award, and any related question(s) including whether interim awards, upon the matter terms of this Agreement and U.S. Federal patent law and the laws of the State of New York. The Arbitral Tribunal is arbitrable, but this Board shall have no power not empowered to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsnot act as amiable compositeur or ex aequo et xxxx. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. Notwithstanding any other provision of this Agreement, if there is any dispute, controversy, or claim arising between Employee and Employer arising out of or in relation to this Agreement (a) If any grievance has not been satisfactorily settled pursuant to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(sa Dispute), inform the parties shall attempt to resolve and settle such Dispute by negotiation as soon as possible. If no settlement is reached within twenty (20) days from the date that a party first notifies the other party in writing of the name existence of the Dispute (the Notice Date), the Dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect conducted in Chicago, Illinois or such other place as the parties shall mutually agree. The number of arbitrators shall be one. If the parties cannot agree on a single arbitrator by the thirtieth (30th) day following the Notice Date, Employee shall designate one arbitrator and Employer shall designate another arbitrator, and each side shall give written notice to the other of the identity of its appointee chosen arbitrator by the fortieth (40th) day after the Notice Date. The two arbitrators so designated shall choose a third arbitrator who shall preside over the proceedings. If a party fails to name an arbitrator within the Arbitration Board. (ii) After time specified, the second arbitrator named by the other party has appointed its arbitrator shall decide the Dispute. If the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail named arbitrators are unable to agree upon a chairperson within the time limitselection of the presiding arbitrator, then the appointment selection shall be made by the Minister Presiding Judge of Labour the Circuit Court of Xxxx County upon request the application of either party. No person may Each party shall be appointed entitled to discovery in any such proceeding to the Arbitration Board who has participated directly same extent as would be available in an attempt a civil action pursuant to settle the grievance. (iv) The Arbitration Board established as above shall decide Federal Rules of Civil Procedure and the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board arbitrator shall have no power the authority to alter, modify, or amend this agreement nor make decide any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide disputes with respect thereto. Any awards rendered by the grievance and shall issue its decision in writing and the decision arbitrator shall be final and binding upon the parties parties, and judgment upon the award may be entered in any teacher affected court having jurisdiction. All costs of the arbitrator and the proceedings shall be borne equally by itthe parties. The decision party who substantially prevails in any arbitration (as is determined by the arbitrator) shall also be awarded its reasonable costs and expenses, including reasonable attorneys fees, at all levels of a majority proceedings. The parties agree that any arbitration hereunder shall proceed as expeditiously as is reasonably possible and, in furtherance thereof, acknowledge that the arbitrator shall have the authority to establish schedules and impose reasonable deadlines for completion of various phases of the Arbitration Board is the decision of the Arbitration Boardproceeding, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board including discovery and the parties shall equally share the cost presentation of the chairpersontestimony and other evidence. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (ai) If any grievance has not been satisfactorily settled pursuant controversy or dispute arises under, out of or in relation to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. (i) The notice submitting to arbitration shall contain the name any of the appointee to the Arbitration Board provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party making the submission. The recipient initiating such arbitration, one of the notice shall, within ten (10) working days of receipt of the submission(s), inform which shall be selected by the other party and the third of which (the “Third Arbitrator”) shall be selected by the two arbitrators so selected; provided, however, that in writing the event that such other arbitrators shall not agree on the selection of the name Third Arbitrator, the Third Arbitrator shall be selected by the American Arbitration Association located in New York, New York. Any dispute or controversy submitted to arbitration in accordance with the provisions of its appointee to this Section shall be determined by such arbitrators in accordance with the Commercial Arbitration BoardRules of the American Arbitration Association then existing. (ii) After The arbitrators may award any relief which they shall deem proper in the second party has appointed its arbitrator the two nominees circumstances, without regard to the Arbitration Board shallrelief which would otherwise be available to any party in a court of law or equity including, within ten (10) working dayswithout limitation, appoint a third person who an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the arbitrators shall serve as be conclusive and binding upon all of the chairperson parties hereto, whether or not all parties hereto participate in the arbitration proceeding, and judgment upon the award may be entered in any court of this committeecompetent jurisdiction upon the application of any party. The parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (iii) If The prevailing party in the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment arbitration proceeding shall be made by entitled to recover from the Minister of Labour other party its reasonable attorneys’ fees, costs and expenses incurred in the proceeding and in any subsequent action to enforce or collect upon request of either party. No person may be appointed to the Arbitration Board who has participated directly decision rendered in an attempt to settle the grievancearbitration proceeding. (iv) The Arbitration Board established as above shall decide Notwithstanding the grievance submitted foregoing, the parties reserve the right to it seek and any related question(s) including obtain injunctive relief, whether in the matter is arbitrableform of a temporary restraining order, but this Board shall have no power preliminary injunction, injunction to alter, modifyenforce an arbitration award, or amend this agreement nor make any other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision inconsistent therewithand award of the arbitrators; provided, however, that such preliminary injunctive relief shall be subject to final arbitral decisions. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall pay have exclusive personal jurisdiction and proper venue with respect to any such action seeking injunctive or similar relief THIS REGISTRATION RIGHTS AGREEMENT, is made and entered into as of February 11, 1999 between BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the cost of its own appointee to the Arbitration Board “Company”) and the parties shall equally share the cost of the chairpersonYxxxxxx Xxx (“Hxx”). (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. I acknowledge that the arbitration provisions of my written employment agreement with the Company, which are hereby incorporated by reference, shall remain in effect. TAKE THIS RELEASE HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT: IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. IF YOU WISH, YOU SHOULD TAKE ADVANTAGE OF THE FULL CONSIDERATION PERIOD AFFORDED BY SECTION 5 AND YOU SHOULD CONSULT YOUR ATTORNEY. Executed on this day of , 200 -------------------------- Xxxxxxx X. Xxxxxxx VELOCITYHSI, INC. By: ---------------------------------------------------- Name: -------------------------------------------------- Title: ------------------------------------------------- SCHEDULE 2 ---------- ARBITRATION PROCEDURES (a) If any grievance has not been satisfactorily settled pursuant Request for Arbitration A person or entity asserting a claim to be arbitrated under these arbitration procedures (Plaintiff) must submit a request for arbitration to the foregoing provisions either party may, within five person or entity against whom the claim is being asserted (5) working days, serve notice Defendant). The Plaintiff or Defendant may bring an action in writing submitting any court of appropriate jurisdiction to compel arbitration according to the following provisionsin accordance with these procedures. (ib) Applicable Arbitration Rules The notice submitting arbitration shall be held under the auspices of either the American Arbitration Association (AAA) or the Judicial Arbitration and Mediation Service (JAMS), whichever is chosen by the Defendant. Except as provided below, the arbitration shall be in accordance with the AAA or JAMS's then-current employment dispute resolution rules (depending on which is selected). The Arbitrator shall apply the Federal Rules of Evidence and shall have the authority to entertain a motion to dismiss or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The Federal Arbitration Act shall govern all arbitrations that take place under these procedures (or that are required to take place under them), and shall govern the interpretation or enforcement of these procedures or any arbitration award. To the extent that the Federal Arbitration Act is inapplicable, California law pertaining to arbitration agreements shall contain the name of the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Boardapply. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. If the Buyer and the Seller are unable to agree upon the Disputed Items within 30 days after delivery of the Disputed Items Notice, the Buyer and the Seller will select BDO USA, LLP or, if such Person is unwilling to serve, an independent, nationally recognized accounting firm reasonably acceptable to each of them (athe “Independent Accounting Firm”) If any grievance has not been satisfactorily settled pursuant to resolve the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to arbitration according to the following provisions. Disputed Items. The Independent Accounting Firm shall (i) The notice submitting to arbitration shall contain address only the name of Disputed Items set forth in the appointee to the Arbitration Board of the party making the submission. The recipient of the notice shallDisputed Items Notice, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration Board. (ii) After provide each of the second party has appointed its arbitrator Buyer and the two nominees Seller with the same opportunity to present their respective positions and submit materials regarding their proposed amounts for the Disputed Items to the Arbitration Board shallIndependent Accounting Firm, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient base its determination for each of the notice fails Disputed Items solely on the submissions of the parties and the relevant definitions contained herein, and (iv) use the same accounting methods, practices, policies and principles as set out in the Calculation Principles. The Independent Accounting Firm may not assign a value to select an appointeeany particular item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, or in each case as presented to the Independent Accounting Firm, and must resolve the matter in accordance with the terms and provisions of this Agreement. The Independent Accounting Firm shall deliver to the Buyer and the Seller, as promptly as practicable and in any event within 30 days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement and the Purchase Price as finally determined. The determination of the Independent Accounting Firm shall be final, binding and non-appealable. The fees, costs and expenses of the Independent Accounting Firm shall be allocated between the Buyer, on the one hand, and the Seller on the other hand, based upon the percentage which the portion of the disputes not awarded to each party bears to the amount actually contested by such party, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the two appointees fail Seller claims that the appropriate adjustments are $1,000 greater than the amount determined by the Buyer and if the Independent Accounting Firm ultimately resolves the dispute by awarding to agree upon a chairperson within the time limitSeller $300 of the $1,000 contested adjustments, then the appointment shall fees, costs and expenses of the Independent Accounting Firm will be made by the Minister of Labour upon request of either party. No person may be appointed allocated 30% (i.e., 300 ÷ 1,000) to the Arbitration Board who has participated directly in an attempt to settle the grievance. Buyer and 70% (ivi.e., 700 ÷ 1,000) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairpersonSeller. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance has controversy or dispute arises under, out of or in relation to any of the provisions hereof, such controversy or dispute shall be submitted for arbitration in New York, New York before a panel of three arbitrators, one of which shall be selected by the party initiating such arbitration, one of which shall be selected by the other party and the third of which (the "Third Arbitrator") shall be selected by the two arbitrators so selected; provided, however, that in the event that such other arbitrators shall not been satisfactorily settled pursuant to agree on the foregoing provisions either party mayselection of the Third Arbitrator, within five (5) working daysthe Third Arbitrator shall be selected by the American Arbitration Association located in New York, serve notice in writing submitting New York. Any dispute or controversy submitted to arbitration according to in accordance with the following provisionsprovisions of this Section 12.10 shall be determined by such arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then existing. (ib) The notice submitting arbitrators may award any relief which they shall deem proper in the circumstances, without regard to arbitration shall contain the name relief which would otherwise be available to any party in a court of law or equity including, without limitation, an award of money damages, specific performance, injunctive relief and/or declaratory relief, however, such an award may not include punitive damages. The award and findings of the appointee to the Arbitration Board arbitrators shall be conclusive and binding upon all of the party making parties hereto, whether or not all parties hereto participate in the submissionarbitration proceeding, and judgment upon the award may be entered in any court of competent jurisdiction upon the application of any party. The recipient parties hereby agree that such courts of competent jurisdiction shall include, but not be limited to, the notice shall, within ten courts located in any jurisdiction in which the party against whom such judgment is being enforced maintains any assets. (10c) working days of receipt of The prevailing party in the submission(s), inform arbitration proceeding shall be entitled to recover from the other party its reasonable attorneys' fees, costs and expenses incurred in writing of the name of its appointee proceeding and in any subsequent action to enforce or collect upon the Arbitration Boarddecision rendered in the arbitration proceeding. (iid) After Notwithstanding the second party has appointed its arbitrator foregoing, the two nominees parties reserve the right to seek and obtain injunctive relief, whether in the Arbitration Board shallform of a temporary restraining order, within ten (10) working dayspreliminary injunction, appoint a third person who injunction to enforce an arbitration award, or other order of similar import, from the federal and state courts located in New York, New York prior to, during, or after commencement or prosecution or arbitration proceedings of the final decision and award of the arbitrators; provided, however, that such preliminary injunctive relief shall serve as the chairperson of this committeebe subject to final arbitral decisions. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vie) Each party hereby consents and agrees that the federal and state courts located in New York, New York each shall pay have exclusive personal jurisdiction and proper venue with respect to any such action seeking injunctive or similar relief hereunder. In any dispute between the cost parties, neither party will raise, and each party hereby expressly waives, any objection or defense to any such court as an inconvenient forum. Each party hereby waives personal service of its own appointee to the Arbitration Board and the parties shall equally share the cost any summons, complaint or other process, which may be delivered by any of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.means permitted for notices under Section 12.01 hereof

Arbitration of Disputes. (a) If The parties contemplate all matters in dispute under this Agreement may be settled by final and binding arbitration with no appeal from the decision of the arbitrators; provided, however, no party may refer any grievance has not been satisfactorily settled matter to arbitration without first having given ten (10) Business Days advance written notice to each other party specifying in detail the matter to be arbitrated, its proposed resolution of such matter and the intention to refer the matter to arbitration (collectively, a "Notice of Intended Arbitration"). After ten (10) Business Days have elapsed from the delivery to each party of a Notice of Intended Arbitration without resolution of the matter, the party who gave such notice may refer the dispute to arbitration pursuant to all the foregoing provisions either of the Arbitration Act, 1991 (Ontario) and regulations thereunder (collectively, the "Arbitration Provisions") by naming an arbitrator and notifying each other party mayof the arbitrator appointed by it accompanied by that arbitrator's acceptance of his or her appointment; (b) If the Parties agree in writing on a single arbitrator, any matter covered by a Notice of Intended Arbitration under this Agreement may be referred by the Parties to arbitration by a single arbitrator in lieu of the arbitration panel otherwise contemplated herein. The Parties contemplate the arbitrator(s) appointed will be persons qualified by experience and skill in the area(s) referred to in the Notice of Intended Arbitration. The Parties further contemplate the arbitrator(s) will determine the matter specified in the Notice of Intended Arbitration, reduce their decision to writing and deliver a copy to each party, all within forty-five (545) working daysdays of the appointment of the last arbitrator, serve subject to any reasonable delay due to unforeseen circumstances. Notwithstanding the foregoing, if the single arbitrator fails to make a decision within sixty (60) days after appointment or if the arbitrators, or a majority of them, fail to make a decision within sixty (60) days after the appointment of the third arbitrator, then either of the Parties may by notice in writing submitting to arbitration according to the following provisions.other elect to have a new single arbitrator or arbitrators chosen in like manner as if none had previously been selected; (ic) The notice submitting to arbitration shall contain If the name of Parties do not agree on a single arbitrator, the appointee to the Arbitration Board of the party making the submission. The recipient of the notice other Party shall, within ten (10) working days of receipt the delivery of the submission(s)notice of appointment and acceptance of the first appointed arbitrator, inform the appoint an arbitrator and deliver to each other party in writing notice of such appointment and the acceptance of the name appointed arbitrator. If two arbitrators are appointed, those arbitrators shall within fifteen (15) days of its appointee the appointment of the second of them choose a third member of the arbitration panel. If either Party fails to choose an arbitrator or the two arbitrators appointed by the Parties, fail to choose a third member of the arbitration panel, a judge of the Ontario Court (General Division) shall, upon the request of either Party appoint the arbitrator or arbitrators to complete the three person arbitration panel; (d) The Parties agree that proceedings before the arbitrator(s) shall take place in Xxxxxxx, Xxxxxxx, or such other place as the arbitrator(s) may determine; (e) Each Party to this Agreement expressly agrees with each other Party that the arbitrators appointed hereunder shall have all the rights and obligations provided for in the Arbitration Board.Provisions and additionally that the arbitrators shall be entitled to finally determine all questions of law, fact and mixed fact and law without reference or appeal to any court; (iif) After The fees and expenses of the second party has appointed its arbitrator arbitrator(s) (unless otherwise determined by the two nominees arbitrator(s)) shall be paid by the Parties equally; and (g) None of the Parties concerned shall be deemed to the Arbitration Board shall, within be in default of any matter being arbitrated until ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is days after the decision of the Arbitration Board, but if there arbitrator(s) is no majority, the decision delivered to all of the chairperson governsthem. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. The parties shall endeavor to settle all disputes by amicable negotiations. Any claim, dispute, disagreement or controversy that arises among the parties relating to MxXxxxxxx’x past or future employment with the Company or this Agreement (excluding enforcement by the Company of its rights under the Section 8) that is not amicably settled shall be resolved by arbitration, as follows: (a) If An arbitration may be commenced by any grievance has not been satisfactorily settled pursuant party to this Agreement by the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting service of a written request for arbitration upon the other affected party(ies). Such request for arbitration shall summarize the controversy or claim to arbitration according to the following provisionsbe arbitrated. (ib) The notice submitting to Any such arbitration shall contain be heard in the name Headquarters Jurisdiction, before a panel consisting of one (1) to three (3) arbitrators, each of whom shall be impartial. Except as the parties may otherwise agree, an arbitrator shall be selected in the first instance by those members of the appointee Board of Directors who are neither members of the Compensation Committee of the Board of Directors nor employees of the Company. If there are no such members of the Board of Directors, an arbitrator shall be selected by the Board of Directors. Executive may request that additional arbitrators be appointed, which arbitrator(s) shall be named by the appropriate official in the District of Columbia office of the American Arbitration Association or, in the event of his or her unavailability by reason of disqualification or otherwise, by the appropriate official in the New York City office of the American Arbitration Association. In determining the number and appropriate background of any additional arbitrators, the appointing authority shall give due consideration to the Arbitration Board issues to be resolved, but his or her decision as to the number of arbitrators and their identity shall be final. Any arbitrator shall be an individual who is an attorney licensed to practice law in the District of Columbia. Such arbitrator shall be neutral within the meaning of the party making the submission. The recipient Commercial Rules of Dispute Resolution of the notice shallAmerican Arbitration Association; provided, within ten (10) working days of receipt of however, that the submission(s), inform arbitration shall not be administered by the other party in writing of the name of its appointee American Arbitration Association. Any challenge to the Arbitration Board. (ii) After the second party has appointed its neutrality of an arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made resolved by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the arbitrator whose decision shall be final and binding upon the parties and any teacher affected by itconclusive. The decision of a majority arbitration shall be administered and conducted by the arbitrator(s) pursuant to the then-current employment dispute resolution rules of the American Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governsAssociation. (vic) Each party shall pay the cost of its own appointee to the Arbitration Board All attorneys’ fees and the parties shall equally share the cost costs of the chairpersonarbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrators shall have the discretion to award costs and/or attorneys’ fees as they deem appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in any way reflects punitive damages. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viiid) The decision of the Arbitration Board arbitrator on the issue(s) presented for arbitration shall be final and conclusive and may be enforced in any court of competent jurisdiction. (e) It is intended that controversies or claims submitted to arbitration under this Section 11 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in writing by registered mail the arbitration, the issues arbitrated, nor the views or personal delivery opinions of any persons concerning them, shall be disclosed to third persons at any time, except to the two partiesextent necessary to enforce an award or judgment or as required by law or regulation, including the federal securities laws and the regulations thereunder, in response to legal process or in connection with such arbitration.

Arbitration of Disputes. All claims, disputes and other matters in question between District and Professional arising out of, or relating to this Agreement or the breach thereof, including claims of Professional for extra compensation for Services related to the Project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 to 1284.2 of the California Code of Civil Procedure (the “Arbitration Laws”) unless the Parties mutually agree otherwise. The provisions of Section 1283.05 of the Arbitration Laws apply to any arbitration proceeding except as otherwise provided in this Agreement. The arbitrator shall have authority to decide all issues between the Parties including, but not limited to, claims for extras, delay and liquidated damages, if any, provided for in this Agreement, matters involving defects in the work product of the Professional, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitation. The Parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving of the notice of the demand for arbitration. If the Parties are unable to jointly agree upon the appointment of an arbitrator within said fifteen (15) calendar day period, and do not agree in writing to extend said period for a fixed period, then either Party may seek to have the arbitrator appointed by the Superior Court of San Xxxx Obispo County in accordance with the Arbitration Laws. If any proceeding is brought to contest the right to arbitrate and it is determined that such right exists, the losing Party shall pay all costs and attorneys' fees incurred by the prevailing party. In addition to the other rules of law which may be applicable to any arbitration hereunder, the following shall apply: (a) If any grievance has not been satisfactorily settled pursuant Promptly upon the filing of the arbitration each Party shall be required to the foregoing provisions either party may, within five (5) working days, serve notice set forth in writing submitting and to arbitration according to the following provisionsserve upon each other Party a detailed statement of its contentions of fact and law. (ib) The notice submitting All parties to the arbitration shall contain be entitled to the name discovery procedures as provided in Section 1283.05 of the appointee to the Arbitration Board California Code of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party in writing of the name of its appointee to the Arbitration BoardCivil Procedure. (iic) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who The arbitration shall serve be commenced and conducted as the chairperson of this committeeexpeditiously as possible consistent with affording reasonable discovery as provided herein. (iiid) If the recipient of the notice fails to select an appointee, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment These additional rules shall be made implemented and applied by the Minister arbitrator. The costs of Labour upon request of either party. No person may arbitration shall be appointed borne by the Parties as determined by the arbitrator, but each Party shall bear its own attorney's fees associated with the dispute with the other Party and to the Arbitration Board who has participated directly in an attempt to settle the grievancearbitration. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by it. The decision of a majority of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governs. (vi) Each party shall pay the cost of its own appointee to the Arbitration Board and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. (a) If any grievance has not been satisfactorily settled All disputes and controversies of every kind and nature between the parties hereto arising out of or in connection with this Agreement shall be submitted to arbitration pursuant to the foregoing provisions Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA"). The Rules are hereby modified for such arbitration as set forth below: (i) After a dispute or controversy arises, either party may, within five (5) working days, serve in a written notice in writing submitting to arbitration according delivered to the following provisions. (i) The other party, demand such arbitration. Such notice submitting to arbitration shall contain designate the name of the appointee arbitrator appointed by such party demanding arbitration, together with a statement of the matter in controversy. Such notice shall also be given to the Arbitration Board of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s), inform the other party AAA in writing of the name of accordance with its appointee to the Arbitration Board.Rules; (ii) After Within 30 days after receipt of such demand, the other party shall, in a written notice delivered to the demanding party and to the AAA, name such party's arbitrator. If such party fails to name an arbitrator, then the second party has appointed its arbitrator shall be named by the AAA. The two arbitrators so selected shall name a third arbitrator within 30 days, or in lieu of such agreement on a third arbitrator by the two nominees to arbitrators so appointed, the Arbitration Board shall, within ten (10) working days, appoint a third person who arbitrator shall serve as be appointed by the chairperson of this committee.AAA; (iii) If the recipient The arbitration hearing shall be held in New York, New York at a location designated by a majority of the notice fails to select an appointee, or if arbitrators. The Rules and the two appointees fail to agree upon a chairperson within the time limit, then the appointment Federal Arbitration Act shall be made by the Minister of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance.apply; (iv) The Arbitration Board established as above shall decide An award rendered by a majority of the grievance submitted arbitrators appointed pursuant to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision Agreement shall be final and binding upon on all parties to the parties and any teacher affected by it. The decision proceeding, shall deal with the question of a majority costs of the Arbitration Board is arbitration and all related matters, shall not award punitive damages, and judgment on such award may be entered by either party in a court of competent jurisdiction; and (b) Notwithstanding anything in this Section 7.5 to the decision contrary, either party may seek from a court any provisional remedy (including without limitation specific performance or injunctive relief) that may be necessary to protect any rights or property of such party pending the establishment of the Arbitration Board, but if there is no majority, the decision arbitral tribunal or its determination of the chairperson governs. (vimerits of the controversy. Suits filed by Sellers pursuant to this Section 7.5(b) Each party shall pay the cost of its own appointee may be filed in a Federal or state court located in Atlanta, Georgia, and suits filed by Purchaser pursuant to the Arbitration Board this Section 7.5(b) may be filed in a Federal or state court located in New York, New York, and the parties shall equally share the cost of the chairperson. (vii) Each party may be represented at the arbitration by two representatives of its choice. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery hereby consent to the two partiesjurisdiction of such Courts for such suits.

Arbitration of Disputes. (aA) If Any dispute arising out of this Agreement relating to Qwest invoices or balances owed by Customer to Qwest for Services rendered, which cannot be resolved between the Parties, shall be settled by binding arbitration at the office of the American Arbitration Association ("AAA") located in Washington, D.C. or Denver, Colorado, at the choice of the Party initiating the arbitration. The arbitration shall be held in accordance with the commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"), as amended by this Agreement. Neither Party may seek injunctive relief of any grievance has not been satisfactorily settled pursuant kind prior to the foregoing provisions either party may, within five (5) working days, serve notice in writing submitting to confirmation of an arbitration according to the following provisionsaward. (iB) The notice submitting to Either Qwest or the Customer may initiate arbitration shall contain by providing written demand for arbitration, a copy of this Agreement and the name of administrative fee required by the appointee AAA Rules to the Arbitration Board of the party making the submissionAAA, 1150 Xxxxxxxxxxx Xxxxxx, 0XX Xxxxx, Xxxxxxxxxx, XX 00000-0000. The recipient X copy of the notice shall, within ten (10) working days of receipt shall also be provided to the other Party. The remaining cost of the submission(s)arbitration, inform including the other party in writing fees and expenses of the name arbitrator, shall be shared equally by the Parties unless the arbitration award provides otherwise. Each Party shall bear the cost of preparing and presenting its appointee to the Arbitration Boardcase. (iiC) After One Arbitrator shall be appointed in accordance with the second party has appointed its arbitrator AAA Rules within sixty (60) days of the two nominees submission of the demand for arbitration, unless both Parties otherwise agree in writing. The Arbitrator shall designate the time and place in the Washington, DC area for the hearing within thirty (30) days of his or her appointment. Qwest and the Customer agree that the Arbitrator's authority to grant relief shall be subject to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson provisions of this committee. Agreement, the United States Arbitration Act, (iii) If "USAA"), the recipient ABA-AAA Code of Ethics for Arbitrators in Commercial Disputes, Qwest/LCI Tariffs, substantive law, and the Communications Act of 1934, as amended. The Arbitrator shall not be able to award, nor shall any Party be entitled to receive punitive, incidental, consequential, exemplary, reliance or special damages, including damages for lost profits. The Arbitrator's decision shall follow the plain meaning of the notice fails to select an appointeerelevant documents, or if the two appointees fail to agree upon a chairperson within the time limit, then the appointment and shall be made by the Minister final, binding, and enforceable in a court of Labour upon request of either party. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision shall be final and binding upon the parties and any teacher affected by itcompetent jurisdiction. The decision of a majority the Arbitrator is appealable only for mistakes of the Arbitration Board is the decision of the Arbitration Board, but if there is no majority, the decision of the chairperson governslaw. (viD) Each party shall pay Customer agrees to place One Hundred Per Cent (100%) of any invoiced sums it disputes into an interest-bearing escrow account pending completion of the cost of its own appointee to the Arbitration Board arbitration. Qwest and the parties shall equally share Customer agree to undertake all reasonable steps to expedite the cost arbitration process. QWEST CONFIDENTIAL AND PRIVILEGED 10 11 SWITCHLESS RESELLER AGREEMENT (E) Any dispute not outlined in Section 26(A) and arising out of or related to this Agreement regardless of the chairperson. (vii) Each party form of action whether in contract, indemnity, warranty, strict liability, or tort, including negligence of any kind with regard to Qwest Services or other conduct under this Agreement may be represented at subject to arbitration upon the arbitration by two representatives written consent of its choiceboth Parties. (viii) The decision of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two parties.

Arbitration of Disputes. All disputes between the Parties, their successors and assigns, arising under this Agreement, which the Parties are unable to resolve within 20 days, may at any time thereafter be submitted to arbitration by written demand of any Party. To demand arbitration, any Party (athe “demanding party”) If any grievance has not been satisfactorily settled pursuant shall give written notice to the foregoing provisions either party may, within five other Party (5) working days, serve the “responding party”). Such notice in writing submitting to arbitration according to shall specify the following provisions. (i) The notice submitting to arbitration shall contain the name nature of the appointee issues in dispute, the amount involved, and the remedy requested and the names of at least three qualified, disinterested arbitrators acceptable to the Arbitration Board it. Within seven days of the party making the submission. The recipient of the notice shall, within ten (10) working days of receipt of the submission(s)notice, inform the other responding party shall answer the demand in writing writing, specifying the issues that Party disputes and advising whether it accepts as arbitrator any of the name of its appointee to arbitrators named in the Arbitration Board. (ii) After the second party has appointed its arbitrator the two nominees to the Arbitration Board shall, within ten (10) working days, appoint a third person who shall serve as the chairperson of this committee. (iii) notice. If the recipient responding party accepts an arbitrator named in the notice, that person will act as sole arbitrator of the notice fails dispute. If the responding party does not accept any of the arbitrators named, each Party shall select one qualified arbitrator within five days of the responding party’s answer. Each of the arbitrators shall be a disinterested person qualified by experience to hear and determine the issues to be arbitrated. The arbitrators so chosen shall select a neutral arbitrator within five days of their selection. If the named arbitrators cannot agree on a neutral arbitrator, the arbitrators shall make application to any court of competent jurisdiction in Newfoundland with a copy to both Parties, requesting that court to select an appointee, or if and appoint the two appointees fail to agree upon a chairperson within the time limit, then the appointment shall be made by the Minister of Labour upon request of either partythird arbitrator. No person may be appointed to the Arbitration Board who has participated directly in an attempt to settle the grievance. (iv) The Arbitration Board established as above shall decide the grievance submitted to it and any related question(s) including whether the matter is arbitrable, but this Board shall have no power to alter, modify, or amend this agreement nor make any decision inconsistent therewith. (v) The Arbitration Board shall hear and decide the grievance and shall issue its decision in writing and the decision court’s selection shall be final and binding on the Parties. Immediately upon appointment of the parties and any teacher affected third arbitrator, each Party shall present in writing to the arbitrator or panel of three arbitrators (with a copy to the other Party) their statement of the issues in dispute. Any questions of whether a dispute should be arbitrated under this Section shall be decided by itthe arbitrators. The decision arbitrators, as soon as possible, but not more than 15 days after their appointment, shall meet in St. John’s, NL, at a time and place reasonably convenient for the Parties, after giving each Party at least seven days notice. The arbitration hearing shall be conducted in accordance with commercial arbitration rules as applicable through the appropriate laws in Newfoundland & Labrador. In the event of conflict between the provisions of this Agreement and the provisions of such commercial arbitration rules in Newfoundland, the provisions of this Agreement shall prevail. The failure of a majority Party to appear at the hearing shall not operate as a default. The attendance of all arbitrators shall not be required at all hearings. Actions of the Arbitration Board is arbitrators shall be by majority vote. After hearing the decision Parties in regard to the matter in dispute, taking such evidence and making such other investigation as justice requires and as the arbitrators deem necessary, they shall decide the issues submitted to them within ten days thereafter and serve a written and signed copy of the Arbitration Boardaward upon each Party. Such award shall be final and binding on the Parties, but if there is no majority, and confirmation thereon may be applied for in any court of competent jurisdiction by any Party. If the decision Parties settle the dispute in the course of the chairperson governs. (vi) Each party arbitration, such settlement shall pay be approved by the cost arbitrators on request of its own appointee either Party and become the award. Fees and expenses of the arbitration and the reasonable legal costs of the Parties will be paid by the Parties in the proportions determined by the arbitrators in their discretion having regard to the Arbitration Board outcome of the arbitration and the parties shall equally share relationship between the cost result of the chairperson. (vii) Each party may be represented at arbitration and the arbitration positions taken by two representatives of its choice. (viii) The decision each of the Arbitration Board shall be submitted in writing by registered mail or personal delivery to the two partiesParties.