Common use of Arbitration Clause in Contracts

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles CountyGeneva, CaliforniaSwitzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles CountyGeneva, CaliforniaSwitzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances:“Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles CountyGeneva, CaliforniaSwitzerland. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles CountyGeneva, CaliforniaSwitzerland; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes arising under (a) In the event that a Dispute has not been resolved within the earlier of sixty (60) days after the appointment of a mediator or ninety (90) days after receipt by a Party of a Mediation Request in connection accordance with this Agreement that are not Section 7.2, or within such longer period as the applicable Parties may agree to in writing, then such Dispute shall, upon the written request of an applicable Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration in accordance with the then-current CPR arbitration procedure, except as modified herein. The arbitration shall be held in (i) New York City, New York or (ii) such other place as the applicable Parties may mutually agree in writing. Unless otherwise agreed by the applicable Parties in writing, any Dispute to be decided pursuant to this Section 5.1, including requests for specific performance, 7.3 will be resolved through binding decided before a sole independent arbitrator, and, subject only to Sections 7.1, 7.2 and 7.4, arbitration conducted pursuant to this Section 7.3 shall be the sole and exclusive venue for resolution of any and all Disputes. (b) The sole independent arbitrator will be appointed by agreement of the applicable Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the applicable Parties cannot agree to a sole independent arbitrator during such fifteen (15)-day period, then upon written application by any applicable Party, the sole independent arbitrator will be appointed pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. CPR arbitration procedure. (c) The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ feesaward, which the arbitrator(s) shall on a preliminary or interim basis, or include in the awards. In final award, any relief that it deems proper in the event circumstances, including money damages (with interest on unpaid amounts from the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2due date), Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions injunctive relief (including without limitation an order temporarily restricting Registry Operator’s right specific performance) and attorneys’ fees and costs; provided, that the arbitrator will not award any relief not specifically requested by the applicable Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other applicable Parties arising in connection with the transactions contemplated hereby (other than any such Liability arising from a payment actually made to sell new registrationsa Third Party with respect to a Third-Party Claim). Each party shall treat information received from Upon selection of the other party arbitrator following any grant of interim relief by a special arbitrator or court pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however7.4, the parties arbitrator may affirm or disaffirm that relief, and the applicable Parties will also have seek modification or rescission of the right order entered by the court as necessary to enforce a judgment accord with the decision of such a court the arbitrator. The award of the arbitrator shall be final and binding on the applicable Parties and may be enforced in any court of competent jurisdiction. The initiation of arbitration pursuant to this Article VII will toll the applicable statute of limitations for the duration of any such proceedings. Notwithstanding applicable state Law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, CaliforniaCaliforniaGeneva, Switzerland. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, CaliforniaGeneva, Switzerland; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles CountyGeneva, CaliforniaSwitzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, CaliforniaCaliforniaGeneva, Switzerland. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, CaliforniaGeneva, Switzerland; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances:“Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles CountyGeneva, CaliforniaSwitzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]

Arbitration. Disputes Any controversy or claim, whether based on contract, tort, statute or other legal theory (including but not limited to any claim of fraud or misrepresentation), arising out of or related to this Agreement or the Mutual Nondisclosure Agreement dated October 20, 1997 (the "ISIDA"), or the breach thereof, except for a dispute concerning the ownership by a Party of any patent, copyright, trade secret or other proprietary right, shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, modified as follows: (a) the arbitration shall be held in a mutually agreeable location other than San Francisco, California or Cincinnati, Ohio, before three arbitrators; (b) the arbitrators shall not have the power to award any damages excluded by, or in connection with excess of any damage limitations expressed in, this Agreement that are not resolved pursuant Agreement; (c) in order to prevent irreparable harm, the arbitrators may grant temporary or permanent injunctive or other equitable relief; (d) subject to Section 5.114.10 below, including requests for specific performance, will costs and expenses of the arbitration shall be resolved through binding arbitration conducted pursuant to borne as provided by the rules of the International Court of American Arbitration Association; (e) the arbitrators may order discovery to the extent the arbitrators deem it appropriate; (f) the decisions and awards of the International Chamber of Commerce. The arbitration will arbitrators, including temporary or permanent injunctive or other relief, shall be conducted final and binding on the Parties and may be enforced in any court having jurisdiction; and (g) notwithstanding anything to the contrary in this Section 14.3, in the English language and will occur in Los Angeles County, California. Any arbitration will be in front event of alleged violation of a single arbitrator, unless Party's intellectual property rights (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing including but not limited to a greater number unauthorized disclosure of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (iconfidential information), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing Party may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received seek temporary injunctive relief from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionjurisdiction pending appointment of the arbitrators. The Party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request the American Arbitration Association to proceed under its rules for expedited hearing. In no event shall any such temporary injunctive relief continue for more than 60 days.

Arbitration. Disputes A. All disputes and differences arising under from or in connection with related to this Agreement that are not resolved pursuant to Section 5.1between the Cedent and the Reinsurer shall be decided by arbitration, including requests for specific performanceregardless of the insolvency of either party, will be resolved through binding unless the liquidator, receiver or statutory successor is specifically exempted from an arbitration conducted pursuant proceeding by applicable law. B. A party may only initiate an arbitration by providing written notification to the rules other party that shall expressly set forth (a) a brief statement of the International Court of Arbitration issue(s); (b) the failure of the International Chamber parties to reach agreement; (c) the date of Commercethe demand for arbitration and (d) the specific dollar value of the claim asserted, exclusive of (i) interest, (ii) consequential, special or punitive damages, and (iii) attorney's fees. In the event that more than one Reinsurer is involved in the same dispute, all such reinsurers shall act as one party. C. Where the dollar amount claimed in the notice of arbitration is equal to or less than $500,000, the arbitration panel shall consist of a single disinterested arbitrator who must, at that time, be accredited as an umpire by ▇▇▇▇▇-US. The Umpire Selection Procedures of ▇▇▇▇▇-US, as in force at that time, shall be used to select the arbitrator. The arbitration will shall be conducted in accordance with this Article subject to the English language and will occur following exceptions: (i) There shall be no discovery permitted in Los Angeles County, California. Any arbitration will be in front of cases heard by a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, by mutual agreement of the parties; (ii) the parties agree in writing to a greater number arbitrator's decision shall be based on the submission of arbitratorsbriefs, or affidavits and documents, and there shall be no hearing permitted unless requested by all parties; and (iii) there shall be no ex parte communication with the dispute arises under Section 7.6 or 7.7arbitrator. In an arbitration presented to a single arbitrator, the case arbitrator shall render his decision within 120 days of clauses (i), (ii) his or (iii) her appointment. Where the dollar amount claimed in the preceding sentencenotice of arbitration is in excess of $500,000, the arbitration will be in front panel shall consist of three arbitrators who must be disinterested and each of whom must, at that time, either be accredited as an arbitrator by ▇▇▇▇▇-US, attorneys who are neither current nor former employees of either party to this Agreement or any entity affiliated with either party to this Agreement, or be an active or former officer of a life insurance or life reinsurance company other than the parties or their affiliates. D. In arbitrations requiring three arbitrators, each party selecting one shall select an arbitrator and within thirty (30) days from the date of the demand. If either party refuses or fails to appoint an arbitrator within the time allowed, the party that has appointed an arbitrator may notify the other party that, if it has not appointed its arbitrator within the following ten (10) days, the arbitrator shall appoint an arbitrator on its behalf. Within thirty (30) days of the appointment of the second arbitrator the two selected (2) arbitrators selecting shall select the third arbitrator, who must also be, at that time, accredited by ▇▇▇▇▇-US as an umpire. If the two arbitrators fail to agree on the selection of the third arbitrator within the time allowed, the Umpire Selection Procedures of ▇▇▇▇▇-US, as in force at that time, shall be used to select the third arbitrator. In order The arbitration panel shall hold an organizational meeting within thirty (30) days of the selection of the last member of the panel. At the panel's sole discretion, all meetings and hearings before the arbitrators may be conducted telephonically. There shall be no ex parte communication with the Umpire. E. The arbitrator(s) shall interpret this Agreement as both an honorable engagement and a legal obligation and, in the absence of controlling language in this Agreement, shall consider equitable principles as well as industry custom and practice regarding the applicable insurance and reinsurance business. The arbitrator(s) are released from judicial formalities and shall not be bound by strict rules of procedure and evidence, provided, however, that the arbitrator(s) will abide by applicable laws and precedents concerning evidentiary privileges or doctrines that restrict a party's obligation to expedite produce evidence, including, but not limited to, the attorney-client privilege and attorney work product doctrine. F. After a notice demanding arbitration is received and the arbitrators appointed, each party to the arbitration shall be required to disclose within thirty days to the other party all documents in its control and limit its costnot protected by the attorney client privilege or otherwise protected from disclosure by applicable law pertaining to any of the disputes, controversies or claims contained in the notice demanding arbitration or as directed by any two of the arbitrators, provided, however, that nothing herein shall prohibit any party from seeking relief from the arbitrators with respect to any discovery obligation or request that imposes an undue burden on a party Any two of the arbitrators shall be empowered at any time to: (i) compel disclosure of documents or submissions of interrogatories or depositions and (ii) determine the relevance or pertinence of any document or person to the dispute, controversy, or claim submitted for arbitration. The arbitrators shall have the discretion to decide all disputed issues following the submissions of briefs and/or affidavits without a formal hearing. If the arbitrators deem it an appropriate case, the arbitrators shall have the authority to decide all or any of the issues in dispute on a motion for summary judgment without need for a formal hearing. The arbitrators shall adhere to, and require compliance, with the following timetable: (i) the length of time from the formation of the panel to the final award rendered by the arbitrators shall be no longer than eight months; (ii) no longer than ninety days shall transpire for purposes of document disclosure and, if permitted by the arbitrators, production of witness interrogatories and depositions; and, if a hearing is required, (iii) no longer than five days shall transpire for presentation of the case to the arbitrators, and the arbitrators shall be directed to use their best efforts to reach their decision and render an award no longer than thirty days thereafter. Notwithstanding anything to the contrary set forth above, any award rendered shall not be invalidated or otherwise rendered ineffective solely as a result of any failure to comply with any component of the above timetable. Organizational and other meetings shall be conducted in English and, unless conducted telephonically, be held in New York, New York. G. The arbitrators shall decide all matters by majority vote. The decisions of the arbitrator(s) shall establish page limits for be issued in the parties’ filings in conjunction with form of written reasoned opinion expressly stating the arbitrationpanel's (or the arbitrator's, as the case may be) specific findings of fact and conclusions of law, and should shall be final and binding on both parties. The arbitrators may, in their discretion, award costs and expenses, as they deem appropriate, including but not limited to legal fees and interest. Judgment may be entered upon the final decisions of the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. The arbitrator(s) may not award any exemplary or punitive damages. H. Unless the arbitrators provide otherwise, each party shall be responsible for (a) all fees and expenses charged by its respective counsel, accountants, actuaries and other representatives in connection with the arbitration and (b) one-half of the expenses of the arbitration, including the fees of the arbitrators.

Arbitration. Disputes arising under or in connection with this Agreement (including any Event Activation Order) that are not resolved pursuant to Section 5.14.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of conducted by a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, or (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iiiii) in the preceding sentence, the arbitration will be in front conducted by a panel of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.156.13) as Confidential Information of such other party in accordance with Section 7.156.13. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes arising under (a) In the event that a Dispute has not been resolved within thirty (30) days of the receipt of a CEO Negotiation Request in accordance with Section 9.02, or within such longer period as the Parties may agree to in connection writing, then such Dispute shall, upon the written request of a Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration in accordance with this Agreement that are not resolved the then current International Institute for Conflict Prevention and Resolution (“CPR”) arbitration procedure, except as modified herein. The arbitration shall be held in (i) Orange County, California, or (ii) such other place as the Parties may mutually agree in writing. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 5.1, including requests for specific performance, 9.03 will be resolved through binding arbitration conducted decided before a sole arbitrator. The sole independent arbitrator will be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15) day period, then upon written application by either party, the sole independent arbitrator will be appointed pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. CPR arbitration procedure. (b) The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event fees and costs; provided that the arbitrators determine that Registry Operator has been repeatedly and willfully will not award any relief not specifically requested by the Parties and, in fundamental and material breach any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of its obligations set forth compensatory damages of the other arising in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request connection with the arbitrators award punitive or exemplary damages, or operational sanctions transactions contemplated hereby (including without limitation an order temporarily restricting Registry Operator’s right other than any such Liability with respect to sell new registrationsa Third-Party Claim). Each party The award of the arbitrator shall treat information received from be final and binding on the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this AgreementParties, jurisdiction and exclusive venue for such litigation will may be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court enforced in any court of competent jurisdiction. The initiation of arbitration pursuant to this Article IX will toll the applicable statute of limitations for the duration of any such proceedings.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.as

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances:“Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANNGeneva, Switzerland. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or

Arbitration. Disputes (a) The submittal of all matters to arbitration in accordance with the provisions of this Paragraph 24.4 is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under Paragraph 2.4.5 or in connection with Paragraph 14 of this Agreement that are not resolved Lease (the “Arbitration Matters”) except for (i) claims relating to Landlord’s exercise of any unlawful detainer rights pursuant to Section 5.1, including requests California law or rights or remedies used by Landlord to gain possession of the Premises or terminate Tenant’s right of possession to the Premises; and/or (ii) any action by Landlord or Tenant for equitable relief and/or specific performance, will which disputes shall be resolved through binding arbitration conducted pursuant to by suit filed in the rules of the International Superior Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to Applicable Law. As to the Arbitration Matters, the parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in strict, full, complete and timely accordance with the provisions of this Paragraph 24.4 and all attempts to circumvent the provisions of this Paragraph 24.4 shall be absolutely null and void and of no force or effect whatsoever. (b) Any dispute to be arbitrated pursuant to the provisions of this Paragraph 24.4 shall be determined by binding arbitration will before a real estate lawyer with significant experience in the area of office leases (the “Arbitrator”) under the auspices of the American Arbitration Association (“AAA”) under the AAA’s commercial arbitration rules then in effect. Such arbitration shall be in front initiated by the parties, or either of them, within ten (10) days after either party sends written notice (the “Arbitration Notice”) of a single arbitrator, unless (i) ICANN is seeking punitive demand to arbitrate by registered or exemplary damages, or operational sanctions, (ii) certified mail to the parties agree in writing other party and to AAA. The Arbitration Notice shall contain a greater number description of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case subject matter of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessarydispute with respect thereto, the amount involved, if any, and the remedy or determination sought. The parties may agree on any Arbitrator that is listed as an active Arbitrator (but not any lawyer who is then representing, or has previously represented within the immediately preceding five (5) year period, either party). If they are unable to promptly agree, AAA will provide a list of three available Arbitrators qualified as provided herein and each party may strike one. The remaining attorney (or if there are two, the one selected by AAA) will serve as the Arbitrator. (c) The Arbitrator shall schedule a pre-hearing conference to resolve procedural matters, arrange for the exchange of information, obtain stipulations, and narrow the issues. The parties will submit proposed discovery schedules to the Arbitrator at the pre-hearing conference. The scope and duration of discovery will be within the sole discretion of the Arbitrator. The Arbitrator shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties and third-party witnesses. This discretion shall be limited to one (1) calendar dayexercised in favor of discovery reasonable under the circumstances. The arbitration shall be conducted in Fontana, provided that in any arbitration in which ICANN is seeking punitive California. Any party may be represented by counsel or exemplary damages, or operational sanctionsother authorized representative. In rendering an award, the hearing may be extended for one (1) additional calendar day if agreed upon by Arbitrator shall determine the rights and obligations of the parties or ordered by according to the arbitrator(s) substantive and procedural laws of the State of California and the terms and provisions of this Lease. The Arbitrator’s award shall be based on the arbitrator(s) independent determination evidence introduced at the hearing, including all logical and reasonable inferences therefrom. The Arbitrator may make any determination, and/or grant any remedy or relief that is just and equitable. The award must be based on, and accompanied by, a written statement of award explaining the reasonable request of one factual and legal basis for the award as to each of the parties theretoprincipal controverted issues. The prevailing party in award shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the arbitration will have Superior Court of the right State of California, subject only to recover its costs and reasonable attorneys’ fees, which challenge on the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations grounds set forth in Article 2, Article 6 or the California Code of Civil Procedure Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction1286.

Arbitration. Disputes A. All disputes and differences arising under from or in connection with related to this Agreement that are not resolved pursuant to Section 5.1between the Ceding Company and the Reinsurer shall be decided by arbitration, including requests for specific performanceregardless of the insolvency of either party, will be resolved through binding unless the liquidator, receiver or statutory successor is specifically exempted from an arbitration conducted pursuant proceeding by applicable law. B. A party may only initiate an arbitration by providing written notification to the rules other party that shall expressly set forth (a) a brief statement of the International Court of Arbitration issue(s); (b) the failure of the International Chamber parties to reach agreement; (c) the date of Commercethe demand for arbitration and (d) the specific dollar value of the claim asserted, exclusive of (i) interest, (ii) consequential, special or punitive damages, and (iii) attorney's fees. In the event that more than one Reinsurer is involved in the same dispute, all such reinsurers shall act as one party. C. Where the dollar amount claimed in the notice of arbitration is equal to or less than $500,000, the arbitration panel shall consist of a single disinterested arbitrator who must, at that time, be accredited as an umpire by ▇▇▇▇▇-US. The Umpire Selection Procedures of ▇▇▇▇▇-US, as in force at that time, shall be used to select the arbitrator. The arbitration will shall be conducted in accordance with this Article subject to the English language and will occur following exceptions: (i) There shall be no discovery permitted in Los Angeles County, California. Any arbitration will be in front of cases heard by a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, by mutual agreement of the parties; (ii) the parties agree in writing to a greater number arbitrator's decision shall be based on the submission of arbitratorsbriefs, or affidavits and documents, and there shall be no hearing permitted unless requested by all parties; and (iii) there shall be no ex parte communication with the dispute arises under Section 7.6 or 7.7arbitrator. In an arbitration presented to a single arbitrator, the case arbitrator shall render his decision within 120 days of clauses (i), (ii) his or (iii) her appointment. Where the dollar amount claimed in the preceding sentencenotice of arbitration is in excess of $500,000, the arbitration will be in front panel shall consist of three arbitrators who must be disinterested and each of whom must, at that time, either be accredited as an arbitrator by ▇▇▇▇▇-US, attorneys who are neither current nor former employees of either party to this Agreement or any entity affiliated with either party to this Agreement, or be an active or former officer of a life insurance or life reinsurance company other than the parties or their affiliates. D. In arbitrations requiring three arbitrators, each party selecting one shall select an arbitrator and within thirty (30) days from the date of the demand. If either party refuses or fails to appoint an arbitrator within the time allowed, the party that has appointed an arbitrator may notify the other party that, if it has not appointed its arbitrator within the following ten (10) days, the arbitrator shall appoint an arbitrator on its behalf. Within thirty (30) days of the appointment of the second arbitrator the two selected (2) arbitrators selecting shall select the third arbitrator, who must also be, at that time, accredited by ▇▇▇▇▇-US as an umpire. If the two arbitrators fail to agree on the selection of the third arbitrator within the time allowed, the Umpire Selection Procedures of ▇▇▇▇▇-US, as in force at that time, shall be used to select the third arbitrator. In order The arbitration panel shall hold an organizational meeting within thirty (30) days of the selection of the last member of the panel. At the panel's sole discretion, all meetings and hearings before the arbitrators may be conducted telephonically. There shall be no ex parte communication with the Umpire. E. The arbitrator(s) shall interpret this Agreement as both an honorable engagement and a legal obligation and, in the absence of controlling language in this Agreement, shall consider equitable principles as well as industry custom and practice regarding the applicable insurance and reinsurance business. The arbitrator(s) are released from judicial formalities and shall not be bound by strict rules of procedure and evidence, provided, however, that the arbitrator(s) will abide by applicable laws and precedents concerning evidentiary privileges or doctrines that restrict a party's obligation to expedite produce evidence, including, but not limited to, the attorney-client privilege and attorney work product doctrine. F. After a notice demanding arbitration is received and the arbitrators appointed, each party to the arbitration shall be required to disclose within thirty days to the other party all documents in its control and limit its costnot protected by the attorney client privilege or otherwise protected from disclosure by applicable law pertaining to any of the disputes, controversies or claims contained in the notice demanding arbitration or as directed by any two of the arbitrators, provided, however, that nothing herein shall prohibit any party from seeking relief from the arbitrators with respect to any discovery obligation or request that imposes an undue burden on a party Any two of the arbitrators shall be empowered at any time to: (i) compel disclosure of documents or submissions of interrogatories or depositions and (ii) determine the relevance or pertinence of any document or person to the dispute, controversy, or claim submitted for arbitration. The arbitrators shall have the discretion to decide all disputed issues following the submissions of briefs and/or affidavits without a formal hearing. If the arbitrators deem it an appropriate case, the arbitrators shall have the authority to decide all or any of the issues in dispute on a motion for summary judgment without need for a formal hearing. The arbitrators shall adhere to, and require compliance, with the following timetable: (i) the length of time from the formation of the panel to the final award rendered by the arbitrators shall be no longer than eight months; (ii) no longer than ninety days shall transpire for purposes of document disclosure and, if permitted by the arbitrators, production of witness interrogatories and depositions; and, if a hearing is required, (iii) no longer than five days shall transpire for presentation of the case to the arbitrators, and the arbitrators shall be directed to use their best efforts to reach their decision and render an award no longer than thirty days thereafter. Notwithstanding anything to the contrary set forth above, any award rendered shall not be invalidated or otherwise rendered ineffective solely as a result of any failure to comply with any component of the above timetable. Organizational and other meetings shall be conducted in English and, unless conducted telephonically, be held in New York, New York. G. The arbitrators shall decide all matters by majority vote. The decisions of the arbitrator(s) shall establish page limits for be issued in the parties’ filings in conjunction with form of written reasoned opinion expressly stating the arbitrationpanel's (or the arbitrator's, as the case may be) specific findings of fact and conclusions of law, and should shall be final and binding on both parties. The arbitrators may, in their discretion, award costs and expenses, as they deem appropriate, including but not limited to legal fees and interest. Judgment may be entered upon the final decisions of the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. The arbitrator(s) may not award any exemplary or punitive damages. H. Unless the arbitrators provide otherwise, each party shall be responsible for (a) all fees and expenses charged by its respective counsel, accountants, actuaries and other representatives in connection with the arbitration and (b) one-half of the expenses of the arbitration, including the fees of the arbitrators.

Arbitration. Disputes arising under or in connection with this Agreement that If any disputes between the Target Company, on the one hand, and the New Purchaser, on the other hand, are not resolved by the parties within 60 days, either the New Purchaser or the Target Company may submit the dispute to final and binding arbitration administered by the American Arbitration Association (the "AAA"), with the site of such arbitration being Dallas, Texas or such other site as the parties mutually agree upon. The New Purchaser and the Target Company each shall select one arbitrator from a list of arbitrators maintained by the AAA, and the two arbitrators so selected shall select a third The arbitrators selected pursuant to this Section 5.1, including requests will establish the rules for specific performance, proceeding with the arbitration of the dispute and such rules will be resolved through binding upon all parties to the arbitration conducted pursuant to proceeding. The arbitrators may use the rules of the International Court of American Arbitration of Association for commercial arbitration but are encouraged to adopt such rules as the International Chamber of Commerce. The arbitrators deem appropriate to accomplish the arbitration will be conducted in the English language quickest and will occur in Los Angeles Countyleast expensive manner possible. Accordingly, California. Any arbitration will be in front of a single arbitrator, unless the arbitrators may (i) ICANN is seeking punitive or exemplary damages, or operational sanctionsdispense with any formal rules of evidence and allow hearsay testimony so as to limit the number of witnesses required, (ii) minimize discovery procedures as the parties agree in writing to a greater number of arbitratorsarbitrator deems appropriate, or (iii) act upon their understanding or interpretation of the law on any issue without the obligation to research such issue or accept or act upon briefs of the issue prepared by any party, (iv) limit the time for presentation of any party's position as well as the amount of information or number of witnesses to be presented in connection with any hearing, and (v) impose any other rules which the arbitrators believe appropriate to effect a resolution of the dispute arises under Section 7.6 or 7.7as quickly and inexpensively as possible. In the case of clauses The arbitrators shall use their best efforts to render a decision within sixty (i), (ii60) or (iii) in the preceding sentence, the arbitration will be in front days following their appointment. The majority decision of three arbitrators with each party selecting one arbitrator shall be final. The arbitrators will have the exclusive authority to determine and award costs of arbitration and the two selected arbitrators selecting costs incurred by any party for their attorneys, advisors and consultants. Any award made by the third arbitrator. In order arbitrator shall be binding on all parties to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited enforceable to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one fullest extent of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionlaw.

Arbitration. Disputes 8.1 In the event of any dispute or difference of opinion or controversy between the PARTIES arising under out of or in connection with this Agreement that are not resolved pursuant or with regard to performance of any obligation hereunder by either PARTY, both PARTIES shall use their reasonable efforts to settle such dispute or difference of opinion amicably by good-faith negotiation for a period of fifteen business (15) days, commencing upon the receipt of written demand for negotiation setting forth clearly and completely the nature and basis of the dispute and the manner and extent of its proposed resolution. After the expiration of the 15-day negotiation period, either PARTY may commence an arbitration to resolve the dispute set forth in the demand for negotiation as set forth below. 8.2 Subject to Section 5.18.1 hereof, including requests for specific performanceall disputes, will differences of opinion, or controversies which may arise between the PARTIES out of or in relation to or in connection with this Agreement or the breach thereof, shall be resolved through binding finally settled by arbitration conducted pursuant to in Los Angeles, California by a panel of three (3) arbitrators (one of whom shall be a registered patent attorney in the rules field of biotechnology) selected in accordance with the Rules of the International Court of American Arbitration of Association, in the International Chamber of Commerceform pertaining at the time the arbitration is initiated. The PARTIES shall use their best efforts to complete the arbitration proceeding within three (3) months. The arbitration will be conducted panel is hereby empowered by the PARTIES to render whatever judgment or relief under this Agreement (applying California and U.S. Patent laws, as applicable) is deemed appropriate by the panel, including the power to award specific performance remedies to enforce this Agreement. 8.3 The losing PARTY as determined by the arbitration panel at the time it makes its award shall pay the costs of any arbitration entered into pursuant to this Article. However, each PARTY shall bear its own legal costs, including attorneys fees and experts fees, incurred in connection with such arbitration. 8.4 Judgment upon the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single award rendered by the arbitrators or arbitrator, unless (i) ICANN is seeking punitive or exemplary damagesas applicable, or operational sanctionsshall be binding, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator final and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitrationunappealable, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon entered by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionhaving jurisdiction thereof.

Arbitration. Disputes The parties irrevocably consent that, except to the extent provided in this section and Section 4.4, any litigation or other dispute arising under or between the parties, in connection with the interpretation or enforcement of this Agreement Agreement, that are has not resolved pursuant to Section 5.1been settled through negotiation within a period of 30 days after the date on which either party shall first have notified the other party in writing of the existence of the dispute, including requests for specific performance, will shall be resolved through settled by final and binding arbitration conducted pursuant to under the rules then-applicable Employment Arbitration Rules of the International Court American Arbitration Association (“AAA”); and a court judgment on the award may be entered in any court having competent jurisdiction. Notwithstanding the foregoing, neither party shall be entitled or required to seek arbitration regarding any cause of Arbitration action that would entitle such party to injunctive relief. Any such arbitration shall be conducted by one neutral arbitrator appointed by mutual agreement of the International Chamber of Commerceparties or, failing such agreement, in accordance with the AAA Rules. The arbitrator shall be an experienced attorney with a background in employment law. Any arbitration will shall be conducted in the English language and will occur in Los Angeles Orange County, California. Any An arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing award may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court enforced in any court of competent jurisdiction. Notwithstanding any contrary provision in the AAA Rules, the following additional procedures and rules shall apply to any such arbitration: (a) Each party shall have the right to request from the arbitrator, and the arbitrator shall order upon good cause shown, reasonable and limited pre-hearing discovery, including: (i) exchange of witness lists, (ii) no more than two (2) depositions under oath of named witnesses at a mutually convenient location (neither deposition to exceed seven (7) hours), (iii) written interrogatories (no more than twenty-five (25) in number), and (iv) document requests (no more than twenty-five (25) in number, including subparts); (b) Upon conclusion of the pre-hearing discovery, the arbitrator shall promptly hold a hearing upon the evidence to be adduced by the parties and shall promptly render a written opinion and award; (c) The arbitrator may award damages consistent with the terms of this Agreement but may not award or assess punitive damages against either party; and (d) Each party shall bear 50% of the fees and costs of the arbitrator, subject to the power of the arbitrator, in his or her sole discretion, to award all such fees and costs to the prevailing party.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, CaliforniaCaliforniaGeneva, Switzerland. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, CaliforniaCaliforniaGeneva, Switzerland; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]

Arbitration. Disputes Employee and the Company agree to submit any and all disputes, controversies, or claims between them based upon, relating to, or arising under from Employee’s employment by the Company or in connection with the terms of this Agreement that are not resolved (other than workers’ compensation claims) to final and binding arbitration before a single neutral arbitrator in Petaluma, California. Subject to the terms of this paragraph, the arbitration proceedings shall be initiated in accordance with, and governed by, the National Rules for the Resolution of Employment Disputes (“Rules”) of the American Arbitration Association (“AAA”). The arbitrator shall be appointed by agreement of the parties hereto or, if no agreement can be reached, by the AAA pursuant to its Rules. Notwithstanding the Rules, the parties may take discovery in accordance with Sections 1283.05(a)-(d) of the California Code of Civil Procedure (but not subject to the restrictions of Section 5.11283.05(e)), including requests and prior to the arbitration hearing the parties may file, and the arbitrator shall rule on, pre-trial motions such as demurrers and motions for specific performancesummary judgment (applying the procedural standard embodied in Rule 56 of the Federal Rules of Civil Procedure). The time for filing such motions shall be determined by the arbitrator. The arbitrator will rule on all pre-trial motions at least ten (10) business days prior to the scheduled hearing date. Arbitration may be compelled, will the arbitration award shall be resolved through binding arbitration conducted enforced, and judgment thereon shall be entered, pursuant to the rules California Arbitration Act (Code of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (iCivil Procedure §§ 1280 et seq.), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the any such arbitration will have the right shall be entitled to recover its costs from the other, and the arbitrator is instructed to award to the prevailing party, an amount equal to the reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly fees and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions costs (including without limitation an order temporarily restricting Registry Operatorexpert witness fees) incurred in connection with the arbitration, except that the Company shall bear AAA’s right administrative fees and the arbitrator’s fees and costs. If any party is required to sell new registrations). Each compel arbitration of a dispute governed by this paragraph, the party prevailing in that proceeding shall treat information received be entitled to recover from the other party pursuant its reasonable costs and attorneys’ fees and expenses incurred to compel arbitration. This paragraph is intended to be the arbitration that is appropriately marked as confidential (as required exclusive method for resolving any and all claims by Section 7.15) as Confidential Information the parties against each other for payment of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning damages under this AgreementAgreement or relating to Employee’s employment; provided, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, that neither this Agreement nor the parties will also have submission to arbitration shall limit the parties’ right to enforce a judgment of such a court seek provisional relief, including without limitation injunctive relief, in any court of competent jurisdiction. Both Employee and the Company expressly waive their right to a jury trial. This paragraph shall survive the expiration or termination of this Agreement. If any part of this paragraph is found to be void as a matter of law or public policy, the remainder of the paragraph will continue to be in full force and effect.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, or (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the either case of clauses (i), (ii) or (iiiii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes Any claim, dispute, or controversy of any nature arising under out of or in connection with relating to this Agreement, including, without limitation, any Action or claim based on tort, contract or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement that are not resolved pursuant to Section 5.1(each, including requests for specific performance, will a “Dispute”) between the parties shall be resolved through finally settled by binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles Countyaccordance with the Rules of Commercial Arbitration of the American Arbitration Association (“AAA”). The arbitration shall be held in Irvine, California, if initiated by Seller, and shall be held in Princeton, New Jersey, if initiated by Purchaser. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) Certain information on this page has been omitted and filed separately with the parties agree in writing Securities and Exchange Commission. Confidential treatment has been requested with respect to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7omitted portions. In Unless otherwise agreed to by the case of clauses (i), (ii) or (iii) in the preceding sentenceparties, the arbitration shall be conducted by three (3) arbitrators who are knowledgeable in the subject matter at issue in the dispute. One (1) arbitrator will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its costby Seller, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar dayarbitrator will be selected by Purchaser, and the third arbitrator will be selected by mutual agreement of the two (2) arbitrators selected by the parties, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctionsif a party fails to select an arbitrator within thirty (30) days of the request for arbitration, the hearing may arbitrator that was to be extended for one (1) additional calendar day if agreed upon selected by such party shall be appointed in accordance with the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one rules of the parties theretoAAA. The prevailing During the period prior to the hearing, each party in the arbitration will shall have the right to recover its costs conduct up to two (2) depositions and reasonable attorneys’ feesto submit up to twenty (20) document requests to the other party. The arbitrators may proceed to an award, notwithstanding the failure of either party to participate in the proceedings. The arbitrators shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the arbitrator(saward is based, including the calculation of any damages awarded. The arbitrators shall be authorized to award compensatory damages, but shall NOT be authorized to (i) award non-economic or punitive damages (except to the extent expressly permitted by this Agreement), or (ii) reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. The arbitrators also shall include in the awards. In the event be authorized to grant any temporary, preliminary or permanent equitable remedy or relief that the arbitrators determine that Registry Operator has been repeatedly deem just and willfully in fundamental equitable and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 within the scope of this Agreement, ICANN may request including, without limitation, an injunction or order for specific performance. The award of the arbitrators shall be the sole and exclusive remedy of the parties. Judgment on the award punitive rendered by the arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or exemplary damagesclear bias on the part of the arbitrators. Notwithstanding anything contained in this Section 10.1 to the contrary, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce a judgment of such a court in any court of competent jurisdictionthe instituting party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration. Disputes arising under (a) If the parties are unable to resolve such dispute through the negotiations described in Section 14.1, then, except in the case of a dispute, controversy or in connection with this Agreement claim that are concerns (a) the validity or infringement of a patent, trademark or copyright, or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not resolved pursuant to Section 5.1statutory, including requests for specific performance, will the dispute shall be resolved through by expedited binding arbitration conducted pursuant before a panel of three independent and neutral experienced arbitrators, one chosen by Xencor, one chosen by Amgen and the third chosen by the foregoing two arbitrators. Each party shall select its arbitrator within […***…] days of one party notifying the other party that it is exercising its rights under this Section 14.2, and the two arbitrators shall select the third arbitrator within […***…] days of their selection. Any such arbitration proceeding shall be administered by […***…], in accordance with its then current rules governing commercial disputes and the place of arbitration shall be Los Angeles, California; provided, that, such rules shall be modified by this Section 14.2, to the rules of the International Court of Arbitration of the International Chamber of Commerce. The extent any such modifications are necessary. (b) Any arbitration will shall be conducted in the English language and will occur in Los Angeles County, California. Any applicable arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) association shall use California as the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator governing law for this Agreement and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings obligations hereunder in conjunction accordance with Section 14.1. Within […***…] days after the arbitrators are selected, the parties will each submit to the arbitrators, and to one another, a written statement of their respective positions regarding the alleged dispute. The parties will also provide the arbitrators a copy of this Agreement, as may be amended at such time. Each party will have […***…] days from receipt of the other party’s submission to provide to the arbitrator a written response thereto. Neither party may have any communication (either written or oral) with the arbitrationarbitrators other than for the sole purpose of engaging the arbitrator at the outset or as expressly permitted in this Section 14.2; provided, and should that the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration arbitrator will have the right to recover meet with the parties, either alone or together, as necessary in the arbitrator’s opinion to make a determination. Based on the materials submitted, the arbitrators will determine whether any discovery process is necessary, and, if it is, the parameters of such process with the intent of resolving the arbitration as expeditiously as possible (e.g., limiting the number of depositions and the time discovery is permitted to take). The parties and arbitrators shall employ procedures designed to resolve the conflict by arbitration within […***…] […***…] of the dispute being referred for arbitration. (c) The arbitrator(s) shall have no authority to award punitive or any other type of damages not measured by a party’s compensatory damages and the arbitrator(s) shall have no authority to grant any award or remedy other than such awards or remedies that are available under the applicable law. Except to the extent necessary to confirm or enforce an award or as may be required by law, neither a party nor any arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Xencor and Amgen. In no event shall arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable California statute of limitations. (d) Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, which costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) or the arbitrator(s) shall include in fees and costs of the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations)arbitrators. Each party shall treat information received from agrees to fully perform and satisfy any arbitration award made against it within […***…] days of the other party pursuant service of the award. (e) By agreeing to the this binding arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; howeverprovision, the parties will also have understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including the right to enforce seek or obtain certain types of damages precluded by this provision, the right to a judgment jury trial, certain rights of such appeal and a court in any court right to invoke formal rules of competent jurisdictionprocedure and evidence.

Arbitration. Disputes arising If a party is entitled under Section 2.5 of this Schedule to commence proceedings to have a Dispute finally resolved, then: (a) the party may give the other party notice (“Notice of Intention to Arbitrate”) of its intention to submit the Dispute to binding arbitration; and (b) if the other party does not deliver a notice of objection (the “Notice of Objection to Arbitration”) within 5 Business Day of receipt of the Notice of Intention to Arbitrate then either party may refer the Dispute to be finally resolved by arbitration as follows: (1) the “Domestic Commercial Arbitration Rules of Procedure” of the British Columbia International Commercial Arbitration Centre will apply to the arbitration, as modified by this Schedule or as otherwise agreed by the parties; (2) arbitration proceedings will be commenced by a party (the "Initiating Party") giving notice to the other party (the "Responding Party"); (3) the arbitrator(s) will have the authority to award any remedy or relief that a court or judge of the Supreme Court of British Columbia could order or grant in accordance with the Agreement, including specific performance of any obligation created under the Agreement, the issuance of an interim, interlocutory or permanent injunction, or the imposition of sanctions for abuse or frustration of the arbitration process; (4) meetings and hearings of the arbitrator(s) will take place in the City of Prince ▇▇▇▇▇▇ or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to such other place as the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration parties agree and such meetings and hearings will be conducted in the English language unless otherwise agreed by such parties; (5) the arbitrator(s) may at any time fix the date, time and place of meetings and hearings in the arbitration, upon reasonable notice to the parties; (6) subject to any adjournments permitted by the arbitrator(s) the final hearing will occur in Los Angeles County, California. Any arbitration be continued on successive Business Days until it is concluded; (7) all meetings and hearings will be in front of a single arbitrator, private unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number otherwise and either party may be represented at any meetings or hearings by legal counsel; (8) either party may examine, and re-examine, all its own witnesses at the arbitration and may cross-examine all of arbitrators, or the other party’s witnesses; (iii9) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator kept confidential and the two selected arbitrators selecting existence of the third arbitrator. In order proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, and testimony or other oral submission and any awards) will not be disclosed to expedite any party other than the arbitration arbitrators, the parties (and limit its costtheir respective directors, officers, shareholders and legal counsel), the Senior Lenders and such other persons as may be necessary to the conduct of the proceeding or required by law; and (10) the arbitrator(s) shall establish page limits will deliver a decision in writing within 15 Business Days after the conclusion of the hearing and, unless the parties agree otherwise, will set out reasons for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictiondecision.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of CommerceCommerce (“ICC”). The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitratorarbitrator (, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, or (ii) the parties agree in writing to a greater number of arbitrators) and will occur in Los Angeles County, or (iii) the dispute arises under Section 7.6 or 7.7California. In the either case of clauses (i), (ii) or (iiiii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) an additional calendar day number of days if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties theretoparties. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the itsthe awards. In any proceeding, ICANN may request the appointed arbitrator(s)arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations) in the event the arbitrators arbitrator(s) determinesarbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or andor Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes arising under If a Deadlock occurs on or after [•], or at any time following a Change in connection with Control of S▇▇▇, and such Dispute is not resolved within 90 days of the written request for negotiation described in Section 10.5(a), then within seven (7) days thereafter, either Sims or A▇▇▇▇ Steel may, by written notice (a “Notice of Arbitration”), to the other parties, elect to refer the Deadlock to non-binding arbitration to be administered by the JAMS Endispute (“JAMS”). The place of arbitration shall be Los Angeles, California, unless otherwise agreed to by the parties. (i) Unless the parties to the Dispute agree that the arbitration be conducted by a single independent arbitrator, the arbitration shall be carried out by an arbitration panel consisting of three (3) independent arbitrators. If there are only two parties to a Dispute (or if the parties can be conveniently grouped together into two groups based upon a common interest and common position in the Dispute), then each party or group shall appoint one arbitrator within fifteen (15) days of receipt of Notice of Arbitration, and the two arbitrators so appointed shall select the presiding arbitrator within 30 days after the later of the two arbitrators is appointed by the parties. If either party or group of parties fails to appoint its arbitrator within 15 days of receipt of Notice of Arbitration, or if the first two (2) arbitrators fail to agree on the third, the arbitrator in question shall be appointed by JAMS. (ii) The arbitrators shall have no authority to render an award in excess of any applicable limitations on liability included in this Agreement. Nothing in this dispute resolution provision shall prevent a party from seeking immediate interim relief from an appropriate court in appropriate circumstances. While the award of the arbitrators shall not be binding on the parties, the parties agree to reasonably consider the recommendation of the arbitrators in good faith in attempting to resolve the Dispute. (iii) If the parties to this Agreement or any of their Affiliates who are bound to this or another similar arbitration agreement initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then the parties hereby agree that are not resolved pursuant to Section 5.1, including requests for specific performance, will all such proceedings may be resolved through binding arbitration conducted pursuant to the rules consolidated into a single arbitral proceeding by order of the International Court of Arbitration of arbitrator(s) if the International Chamber of Commerce. The arbitration will consolidated proceeding can be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction manner consistent with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 terms of this Agreement, ICANN may request the arbitrators award punitive . The parties do not intend or exemplary damages, agree by this provision to authorize a class action or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionmass action.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of CommerceCommerce (“ICC”). The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, arbitrator (unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators) and will occur in Los Angeles County, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i)California, (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitratorUSA. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) arbitrator determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the its awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreementany proceeding, ICANN may request the arbitrators appointed arbitrator(s) award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from ) in the other party pursuant to event the arbitration arbitrator(s) determines that is appropriately marked as confidential (as required by Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 and Section 7.15) as Confidential Information 5.4 of such other party in accordance with Section 7.15this Agreement. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California, USA; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “ Arbitration. Disputes arising under or in connection with this Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce (“ICC”). The arbitration will be conducted in the English language in front of a single arbitrator (unless the parties shall agree in writing to a greater number of arbitrators) and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator determine that a hearing is necessary, the hearing shall be limited to one day. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in its awards. In any proceeding, ICANN may request the appointed arbitrator(s) award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations) in the event the arbitrator(s) determines that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 and Section 5.4 of this Agreement. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Geneva, Switzerland, unless an another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent

Arbitration. Disputes Any dispute, controversy or claim arising under out of or in connection with this Agreement or the breach, termination or validity thereof, except those disputes, controversies or claims that are not resolved pursuant subject to Section 5.12.3(c), including requests for specific performance(“Dispute”) shall, will upon the written request (“Request”) of any Party to this Agreement, be resolved finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”), except as modified by the following paragraphs 10.10(a) through binding 10.10(d): (a) The arbitration conducted pursuant shall be held, and the award shall be rendered, in New York, New York, in the English language. There shall be three arbitrators, one of whom shall be nominated by the Seller and a second who shall be nominated by the Purchaser, in accordance with the Rules. The two Party appointed arbitrators shall have 30 days from the confirmation of the nomination of the second arbitrator to agree on the rules nomination of a third arbitrator who shall serve as chair of the arbitral tribunal. On the request of any Party, any arbitrator not timely appointed in accordance with this Agreement or the Rules, shall be appointed by the International Court of Arbitration of the International Chamber ICC. (b) No Party to the arbitration nor any of Commerce. The arbitration will be conducted their agents shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the English language and will occur arbitration proceedings or about the existence, contents or results of the proceeding except as may be required by law, by a governmental or regulatory authority or as required in Los Angeles County, Californiaan action in aid of arbitration or for enforcement of an arbitral award. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in Before making any disclosure permitted by the preceding sentence, except disclosure about the existence, contents or results of the proceeding in aid of arbitration will be in front or for enforcement of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its costan arbitral award, the arbitrator(sParty intending to make such disclosure shall give the other Party reasonable written notice of the intended disclosure and afford the other Party a reasonable opportunity to protect its interests. (c) shall establish page limits for the parties’ filings The arbitral tribunal is not empowered to award damages in conjunction with the arbitrationexcess of compensatory damages, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in each Party hereby irrevocably waives any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover punitive, exemplary or similar damages with respect to any Dispute. The arbitral tribunal shall be authorized in its costs discretion to award interest at a reasonable commercial rate. (d) The award shall be final and reasonable attorneys’ feesbinding upon the Parties and shall be the sole and exclusive remedy between the Parties regarding any claims, which counterclaims, or issues presented to the arbitrator(s) shall include arbitral tribunal. Judgment upon any award may be entered and enforced in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach any court having jurisdiction over a Party or any of its obligations set forth in Article 2, Article 6 or Section 5.4 assets. For the purpose of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation enforcement of an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; howeveraward, the parties will also have irrevocably and unconditionally submit to the right to enforce jurisdiction of a judgment of such a competent court in any court jurisdiction in which a Party may have assets and waive any defenses to such enforcement based on lack of competent jurisdictionpersonal jurisdiction or inconvenient forum.

Arbitration. Disputes (a) Executive and the Purchaser agree that any dispute or controversy arising under out of, relating to, or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific or the interpretation, validity, construction, performance, will breach, or termination thereof, shall be resolved through settled by binding arbitration to be held in the State of Delaware, USA in accordance with the American Arbitration Association Commercial Arbitration Rules, and Supplemental Procedures for Large Complex Disputes (together the “Rules”). Such dispute or controversy shall be settled by arbitration conducted pursuant by one arbitrator mutually agreeable to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language Purchaser and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7Executive. In the case event that within forty-five (45) days after submission of clauses (i), (ii) or (iii) in the preceding sentenceany dispute to arbitration, the arbitration will be in front of three arbitrators with Purchaser and Executive cannot mutually agree on one arbitrator, the Purchaser and Executive shall each party selecting select one arbitrator arbitrator, and the two arbitrators so selected arbitrators selecting the shall select a third arbitrator. In order The decision of the arbitrator or a majority of the three arbitrators, as the case may be, shall be final, binding and conclusive upon the parties to expedite the arbitration and limit its costarbitration. Judgment may be entered on the arbitrator(s)’ decision in any court having jurisdiction. (b) At the request of either party, the arbitrator(s) shall establish page limits for will enter an appropriate protective order to maintain the parties’ filings confidentiality of information produced or exchanged in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one course of the parties thereto. arbitration proceedings. (c) The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in apply internal Delaware law to the awards. In merits of any dispute or claim, without reference to rules of conflicts of law. (d) The parties agree that the event Purchaser would be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach covenants or agreements of its obligations Executive set forth herein. Therefore, it is agreed that, in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN addition to any other remedies that may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant be available to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of Purchaser upon any such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; howeverviolation, the parties will also Purchaser shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or any other means available to the Purchaser at law or in equity. Moreover, no violation or breach by the Purchaser will constitute a judgment of such a court in defense to injunctive relief. (e) Either party may apply to any court of competent jurisdictionjurisdiction within the State of Delaware, USA for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator(s). (f) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 2, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES, EXCEPT AS SET FORTH IN SECTION 2(d) AND SECTION 2(e) ABOVE, TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.

Arbitration. Disputes Except for claims seeking injunctive relief (for which the provisions of Section 9.13 and Section 9.14 will be applicable), any dispute, controversy, or claim arising under or in connection with relating to this Agreement or any breach or alleged breach hereof (“Arbitrable Dispute”) will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, subject to (and as modified by) the following: (a) Any Indemnified Party or Indemnifying Party may demand that are not resolved pursuant any Arbitrable Dispute be submitted to Section 5.1, including requests binding arbitration. The demand for specific performancearbitration will be in writing, will be resolved through binding arbitration conducted pursuant to served on the rules Indemnifying Party or Indemnified Party in the manner prescribed herein for the giving of notices, and will set forth a short statement of the International Court of Arbitration of factual basis for the International Chamber of Commerce. claim, specifying the matter or matters to be arbitrated. (b) The arbitration will be conducted in by a panel of three (3) arbitrators, one (1) selected by Buyer, one (1) selected by Seller and one (1) selected jointly by the English language arbitrators selected by Buyer and will occur in Los Angeles CountySeller (collectively, Californiathe “Arbitrators”). Any arbitration pursuant hereto will be conducted by the Arbitrators under the guidance of the Federal Rules of Civil Procedure and the Federal Rules of Evidence, but the Arbitrators will not be required to comply strictly with such Rules in front of a single arbitratorconducting any such arbitration. All such arbitration proceedings will take place in Houston, unless Texas (c) Except as provided herein (including pursuant to Article VII to the extent such items constitute Losses): (i) ICANN is seeking punitive or exemplary damages, or operational sanctionseach of the Indemnified Party and the Indemnifying Party will bear its own fees and expenses, (ii) the parties agree fees and expenses of the Arbitrators and all other costs and expenses incurred in writing to a greater number of arbitratorsconnection with the arbitration (“Arbitration Expenses”) will be borne by the non-prevailing party in the arbitration, or as determined by the Arbitrators, and (iii) notwithstanding the foregoing, the Arbitrators will be empowered to require any one or more of the parties to the arbitration to bear all or any portion of such fees and expenses or the fees and expenses of the Arbitrators in the event that the Arbitrators determine such party has acted unreasonably or in bad faith. (d) Unless the parties to such arbitration otherwise agree in writing, the arbitration will be conducted on an expedited basis, testimony and briefing will be concluded no later than 120 days after the arbitration is initiated, each party will be entitled to take at least one deposition, the award will be made in writing no more than 30 days following the end of the proceeding, and all facts and circumstances relating to such arbitration, including the existence of the dispute arises and the ultimate resolution, will be kept confidential in accordance with a confidentiality agreement containing customary terms to be agreed to by the parties to such arbitration. (e) The Arbitrators will have the authority to award any remedy or relief that a Court of the State of Delaware could order or grant, including specific performance of any obligation created under Section 7.6 this Agreement, the awarding of Losses, the issuance of an injunction, or 7.7the imposition of sanctions for abuse or frustration of the arbitration process. The Arbitrators will render their decision and award upon the concurrence of at least two (2) of their number. Such decision and award will be in writing and counterpart copies thereof will be delivered to each of the Indemnified Party and the Indemnifying Party. The decision and award of the Arbitrators will be final and binding. In rendering such decision and award, the case Arbitrators will not add to, subtract from or otherwise modify the provisions of clauses this Agreement and will make its determinations in accordance herewith and will in no event award Losses in excess of any applicable limit on indemnification set forth in this Agreement or against any Person in contravention of the provisions of this Agreement. Any party to the arbitration may, notwithstanding anything to the contrary set forth in Section 9.13, seek to have judgment upon the award rendered by the Arbitrators entered in any court having jurisdiction thereof. (i)f) No Indemnified Party will file any suit, (ii) motion, petition or (iii) otherwise commence any legal action or proceeding for any matter which is required to be submitted to arbitration as contemplated herein except in connection with the enforcement of an award rendered by the Arbitrators. Upon the entry of an order dismissing or staying any action or proceeding filed contrary to the preceding sentence, the arbitration Person which filed such action or proceeding will be in front of three arbitrators with each party selecting one arbitrator and promptly pay to the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or other Person the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its attorney’s fees, costs and reasonable attorneys’ fees, which expenses incurred by such other Person prior to the arbitrator(sentry of such order. (g) shall include in The parties agree that it is their intention that all Arbitrable Disputes be governed by this Section 9.15 and agree to cause any of their Affiliates to observe the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 provisions of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction9.15.

Arbitration. Disputes Any controversy or claim arising under out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") in connection accordance with this Agreement that are not resolved pursuant to Section 5.1its Commercial Arbitration Rules, including requests the Optional Rules for specific performanceEmergency Measures of Protection, will unless the parties agree to another arbitrator in writing, and judgment on the award rendered by the arbitrator(s) may be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerceentered in any court having jurisdiction thereof. The arbitration will be conducted in the English language and will occur in Los Angeles Orange County, California. Any arbitration will In the event that any party's claim exceeds $1,500,000.00 exclusive of interest and attorneys' fees, the dispute shall be in front heard and determined by three (3) arbitrators. Within fifteen (15) days after the commencement of a single arbitration, each party shall select one person to act as arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two (2) so selected shall select a third arbitrator within thirty (30) days of the commencement of the arbitration. If the arbitrators selecting selected by the pa11ies are unable or fail to agree upon the third arbitratorarbitrator within the allotted time, the third arbitrator shall be appointed by AAA in accordance with its rules. In order to expedite All arbitrators shall serve as neutral, independent and impartial arbitrators. If the arbitration is to be conducted by a sole arbitrator, the arbitrator must be: 1. A retired judge with at least five (5) years of civil law experience; or 2. A lawyer with ten (10) years of active practice in commercial finance and limit its costasset based lending. If the arbitration is conducted by three (3) arbitrators, at least two (2) of the three (3) arbitrators shall meet the requirements of items 1 and 2 above. At the request of a pa11y, the arbitrator(s) shall establish page limits for have the parties’ filings in conjunction with discretion to order examination by deposition of witnesses to the arbitration, extent the arbitrator deems such additional discovery relevant and should the arbitrator(s) determine that a hearing is necessary, the hearing appropriate. Depositions shall be limited to one a maximum of three (13) calendar dayper party and shall be held within forty-five (45) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator(s), provided that in and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. In any arbitration in which ICANN is seeking punitive arising out of or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right related to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request requests for documents: 1. Shall be limited to documents which are directly relevant to significant issues in the case or to the case’s outcome; 2. Shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; and 3. Shall not include broad phraseology such as "documents directly or indirectly related to arbitrators award will have no authority to punitive or exemplary other not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator(s) may not award any incidental. indirect or operational sanctions (consequential damages, including without limitation an order temporarily restricting Registry Operator’s right to sell new registrationsdamages for lost profits. The award shall be in writing, shall be signed by a majority of the arbitrator(s), and shall include a statement setting forth the reasons for the disposition of any claim. Each party The parties shall treat information received from maintain the other party pursuant to confidential nature of the arbitration that is appropriately marked proceeding and the reward, including the hearing, except as confidential (may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionlaw or judicial decision.

Arbitration. Disputes arising under 28.1 In the event of a dispute with respect to the issues set forth in Section 28.2 below or in connection with any other case where this Agreement that are Lease expressly provides for submission of a dispute or matter (other than the determination of fair market rent for any Extension Term which shall be governed by Section 26 hereof) to arbitration (but not resolved pursuant otherwise), the parties shall waive their rights to Section 5.1a jury or bench trial, including requests for specific performance, will be resolved through and shall submit the dispute to binding arbitration conducted pursuant to in accordance with the rules of the International Court of American Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damagesAssociation, or operational sanctions, (ii) the parties agree in writing pursuant to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one rules selected by an arbitrator and the two selected arbitrators selecting the third arbitrator. In order mutually acceptable to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event that parties are unable to agree on an arbitrator, then each shall select one independent individual who shall meet to select one independent arbitrator whose decision shall be final. The arbitrator shall, in reaching its decision, also determine the arbitrators determine prevailing party, and shall award the prevailing party its legal fees according to the prevailing party clause shown above. 28.2 A dispute between Landlord and Tenant with respect to any of the following matters shall be submitted to arbitration pursuant to Section 28.1 hereof: (a) Landlord’s approval of Tenant’s plans for Tenant’s Work; (b) Landlord’s approval of the location of Tenant’s signage on the Building; and (c) the performance of Tenant’s Work or Landlord’s Delivery Work pursuant to Exhibit B. Date: March 4, 2008 ▇. ▇. ▇▇▇▇▇▇ PROPERTY COMPANY, a California corporation By: ▇. ▇. ▇▇▇▇▇▇ COMPANY Authorized Agent By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇, Vice President, Leasing By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President/CEO Date: March 4, 2008 ALPHATEC HOLDINGS, INC., a Delaware corporation By /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, President and CEO By /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, General Counsel and Vice President Landlord and Tenant agree that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations certain improvements to the Premises shall be constructed as set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.Exhibit B:

Arbitration. Disputes (a) Arbitration is the exclusive method for resolution of any claims or disputes arising under out of, or in connection with with, this Agreement or the business or affairs of the Company or any Subsidiary, and the determination of the arbitrators will be final and binding (except to the extent there exist grounds for vacation of an award under applicable arbitration statutes) on the Members. (i) The parties agree that are not resolved pursuant they will give conclusive effect to the arbitrators’ determination and award and that judgment thereon may be entered in any court having jurisdiction. (ii) The AAA Commercial Arbitration Rules will apply to any proceedings commenced under this Section 5.1, 12.7. (iii) The arbitrators may issue awards for compensatory damages and/or equitable remedies (including requests for injunctive relief and specific performance) only and may not, and will have no power to, award indirect, consequential, or punitive damages. (iv) The parties waive any claim for, and the arbitrators will have no power to award, damages for defamation, negligent or intentional infliction of emotional distress, or similar torts based on harm to one’s reputation or emotional or mental condition. (v) The arbitrators may award the prevailing party its attorneys’ fees and other costs incurred in connection with the proceeding. If any party fails to appear at any properly noticed arbitration proceeding, an award may be entered against that party by default or otherwise, notwithstanding such failure to appear. (b) The number of arbitrators will be resolved through binding three, each of whom will be disinterested in the dispute or controversy and impartial with respect to all parties hereto. A Member must commence arbitration conducted pursuant to by serving a demand for arbitration on the rules other Members and the AAA. The initiating Member (“Claimant”) must appoint an arbitrator within 10 Business Days of the International Court of Arbitration demand. The respondent(s), collectively, must appoint an arbitrator within 10 Business Days of the International Chamber appointment of Commercean arbitrator by the Claimant. The third arbitrator will be appointed by both arbitrators within 10 Business Days of appointment of the second arbitrator. If they cannot agree, the AAA will appoint the third arbitrator. (c) The place of arbitration will be the Borough of Manhattan, The City of New York. The arbitration will be conducted in the English language and will occur in Los Angeles County, Californialanguage. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) The arbitrators shall decide the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with the law of Delaware. To the fullest extent permitted by law, they shall apply the Commercial Arbitration Rules of the AAA, except to the extent that such rules conflict with the provisions of this Section 7.15. In any litigation involving ICANN concerning 12.7, in which event the provisions of this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.Section 12.7

Arbitration. Disputes (a) Arbitration is the exclusive method for resolution of any claims or disputes arising under out of, or in connection with with, this Agreement or the business or affairs of the Company or any of its Subsidiaries, and the determination of the arbitrators will be final and binding (except to the extent there exist grounds for vacation of an award under applicable arbitration statutes) on the Members. (i) The parties agree that are not resolved pursuant they will give conclusive effect to the arbitrators’ determination and award and that judgment thereon may be entered in any court having jurisdiction. (ii) The American Arbitration Association (the “AAA”) Commercial Arbitration Rules will apply to any proceedings commenced under this Section 5.1, 14.15. (iii) The arbitrators may issue awards for compensatory damages and/or equitable remedies (including requests for injunctive relief and specific performance) only, and may not, and will have no power to, award indirect, consequential, or punitive damages. (iv) The parties waive any claim for, and the arbitrators will have no power to award, damages for defamation, negligent or intentional infliction of emotional distress, or similar torts based on harm to one’s reputation or emotional or mental condition. (v) The arbitrators may award the prevailing party its attorneys’ fees and other costs incurred in connection with the proceeding. If any party fails to appear at any properly noticed arbitration proceeding, an award may be entered against that party by default or otherwise, notwithstanding such failure to appear. (b) The number of arbitrators will be resolved through binding three, each of whom will be disinterested in the dispute or controversy and impartial with respect to all parties hereto. A Member must commence arbitration conducted pursuant to by serving a demand for arbitration on the rules other Members and the AAA. The initiating Member (“Claimant”) must appoint an arbitrator within 10 Business Days of the International Court of Arbitration demand. The respondent(s), collectively, must appoint an arbitrator within 10 Business Days of the International Chamber appointment of Commercean arbitrator by the Claimant. The third arbitrator will be appointed by both arbitrators within ten (10) Business Days of appointment of the second arbitrator. If they cannot agree, the AAA will appoint the third arbitrator. (c) The place of arbitration will be Dallas, Texas. The arbitration will be conducted in the English language and will occur in Los Angeles County, Californialanguage. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) The arbitrators shall decide the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with the law of Texas. To the fullest extent permitted by law, they shall apply the Commercial Arbitration Rules of the AAA, except to the extent that such rules conflict with the provisions of this Section 7.15. In any litigation involving ICANN concerning 14.15, in which event the provisions of this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.Section 14.15

Arbitration. Disputes arising under If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of a Claim Objection Notice, either Acquiror or in connection with this Agreement that are not resolved pursuant the Securityholder Representative may submit the dispute (each such dispute, a “Dispute”) to Section 5.1mandatory, including requests for specific performance, will be resolved through final and binding arbitration conducted pursuant to be held in the rules city and county of San Francisco, the International Court State of California and, except as herein specifically stated, in accordance with the J.A.M.S. Comprehensive Arbitration of Rules and Procedures then in effect (the International Chamber of Commerce“J.A.M.S. Rules”). The arbitration will provisions of this Section 8.4(d) shall govern over any conflicting rules that may now or hereafter be conducted contained in the English language and will occur in Los Angeles County, CaliforniaJ.A.M.S. Rules. Any arbitration will judgment upon the award rendered by the arbitrator may be entered in front any court having jurisdiction over the subject matter thereof. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a Dispute. The arbitrator may not assign a value greater than the greatest value claimed for by the Indemnified Party or smaller than the smallest value asserted in defense by the Securityholder Representative. The decision of a single arbitratorthe arbitrator as to the validity and amount of any claim in the relevant Claim Notice (the “Award”) shall be nonappealable, unless (i) ICANN is seeking punitive or exemplary damagesfinal, or operational sanctionsconclusive, (ii) and binding upon the parties agree in writing to a greater number of arbitrators, or (iii) this Agreement and the dispute arises under Section 7.6 or 7.7Indemnifying Parties. In such event, Acquiror and the case of clauses Securityholder Representative shall, as promptly as practicable thereafter (iand in any event within two (2) Business Days thereafter), (ii) or (iii) in deliver a joint written instruction to the preceding sentence, Escrow Agent to release to Acquiror from the arbitration will be in front Indemnity Escrow Fund an amount of three arbitrators with each party selecting one arbitrator and cash equal to the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request amount of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations Losses set forth in the Award . Should the amount then-remaining in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the full amount set forth in such Award, then, subject to any applicable limitations set forth in this Article 2VIII, Article 6 or Section 5.4 of this Agreementeach Indemnifying Party shall, ICANN may request within thirty (30) days following the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information date of such other party failure to so object, pay to Acquiror in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for cash such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment Indemnifying Party’s Pro Rata Portion of such a court shortfall. Any judgment upon the Award may be entered in any court of competent jurisdictionhaving jurisdiction over the subject matter thereof.

Arbitration. Disputes arising under or If SCO and the Indemnitee are unable to resolve the ----------- dispute relating to any Contested Amount within thirty (30) business days after the delivery of the Response Notice, then the claim described in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will the Claim Notice shall be resolved through settled by binding arbitration conducted pursuant to in [the rules County of Santa ▇▇▇▇▇ in the State of California] in accordance with the Commercial Arbitration Rules then in effect of the International Court of American Arbitration of Association (the International Chamber of Commerce"AAA Rules"). The arbitration Arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless by three (i3) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to ; one (1) calendar dayselected by the Indemnitee, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon selected by SCO and the third selected by the parties first two arbitrators. If the Indemnitee or ordered by SCO fails to select an arbitrator prior to the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one expiration of the parties theretothirty (30) business day period referred to in the first sentence of this Section 3(f), then the other shall be entitled to select the second arbitrator. The parties agree to use all reasonable efforts to cause the arbitration hearing to be conducted within sixty (60) calendar days after the appointment of the last of the three arbitrators and to use all reasonable efforts to cause the arbitrators' decision to be furnished within ninety five (95) calendar days after the appointment of the last of the three arbitrators. The parties further agree that discovery shall be completed at least twenty (20) business days prior to the date of the arbitration hearing. The arbitrators' decision shall relate solely to whether the Indemnitee is entitled to recover the Contested Amount (or a portion thereof), and the portion of such Contested Amount the Indemnitee is entitled to recover. The final decision of the arbitrators shall be furnished to SCO, the Indemnitee and the Escrow Agent in writing and shall constitute a conclusive determination of the issue in question, binding upon SCO, the Indemnitee and the Escrow Agent and shall not be contested by any of them. The non-prevailing party in any arbitration shall pay the reasonable expenses (including attorneys' fees) of the prevailing party, any additional reasonable fees and expenses (including reasonable legal fees) of the Escrow Agent, and the fees and expenses associated with the arbitration will have (including the right arbitrators' fees and expenses). For purposes of this Section 3(f), the non-prevailing party shall be deemed to be the Indemnitee if it is entitled to recover its costs and reasonable attorneys’ feesless than fifty percent (50%) of the Claimed Amount; otherwise it shall be SCO. Any amounts payable by SCO shall be paid out of Escrow Shares, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach after payment of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right any amounts then payable to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionIndemnitees.

Arbitration. Disputes arising If a party is entitled under Section 2.5 of this Schedule to commence proceedings to have a Dispute finally resolved, then: (a) the party may give the other party notice (“Notice of Intention to Arbitrate”) of its intention to submit the Dispute to binding arbitration; and (b) if the other party does not deliver a notice of objection (the “Notice of Objection to Arbitration”) within 5 Business Day of receipt of the Notice of Intention to Arbitrate then either party may refer the Dispute to be finally resolved by arbitration as follows: (1) the “Domestic Commercial Arbitration Rules of Procedure” of the British Columbia International Commercial Arbitration Centre will apply to the arbitration, as modified by this Schedule or as otherwise agreed by the parties; (2) arbitration proceedings will be commenced by a party (the "Initiating Party") giving notice to the other party (the "Responding Party"); (3) the arbitrator(s) will have the authority to award any remedy or relief that a court or judge of the Supreme Court of British Columbia could order or grant in accordance with the Agreement, including specific performance of any obligation created under the Agreement, the issuance of an interim, interlocutory or permanent injunction, or the imposition of sanctions for abuse or frustration of the arbitration process; (4) meetings and hearings of the arbitrator(s) will take place in the City of Kelowna or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to such other place as the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration parties agree and such meetings and hearings will be conducted in the English language unless otherwise agreed by such parties; (5) the arbitrator(s) may at any time fix the date, time and place of meetings and hearings in the arbitration, upon reasonable notice to the parties; (6) subject to any adjournments permitted by the arbitrator(s) the final hearing will occur in Los Angeles County, California. Any arbitration be continued on successive Business Days until it is concluded; (7) all meetings and hearings will be in front of a single arbitrator, private unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number otherwise and either party may be represented at any meetings or hearings by legal counsel; (8) either party may examine, and re-examine, all its own witnesses at the arbitration and may cross-examine all of arbitrators, or the other party’s witnesses; (iii9) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator kept confidential and the two selected arbitrators selecting existence of the third arbitrator. In order proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, and testimony or other oral submission and any awards) will not be disclosed to expedite any party other than the arbitration arbitrators, the parties (and limit its costtheir respective directors, officers, shareholders and legal counsel), the Senior Lenders and such other persons as may be necessary to the conduct of the proceeding or required by law; and (10) the arbitrator(s) shall establish page limits will deliver a decision in writing within 15 Business Days after the conclusion of the hearing and, unless the parties agree otherwise, will set out reasons for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictiondecision.

Arbitration. Disputes arising If the Dispute has not been resolved by negotiation under Section 7.2(b) within thirty (30) days of the Dispute Notice (or such longer period agreed to by the executives), and only in connection such event, any party may initiate the arbitration procedure of this Section 7.2(d) with respect to such Dispute and only with respect to such Dispute by giving written notice thereof to the other parties (the “Arbitration Notice”). Such Dispute shall be finally determined and resolved by binding arbitration in accordance with the procedures in this Agreement that are not resolved pursuant to Section 5.1document and the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”) as in effect on the date such Dispute arises. In the event of a conflict, including requests for specific performance, the provisions of this document will control. (i) Any arbitration will be resolved through binding arbitration conducted pursuant to at the rules Los Angeles, California office of the International Court of Arbitration of the International Chamber of CommerceAAA. The arbitration will be conducted before a panel of three arbitrators, regardless of the size of the Dispute, to be selected as provided in the English language and will occur in Los Angeles CountyAAA Rules; provided, Californiahowever, that no more than one of the three arbitrators shall be a full-time accounting professional. Any issue concerning the extent to which any Dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these procedures. (ii) The arbitrators may not award non-monetary or injunctive relief of any sort. The arbitrators shall have no power to award punitive damages or any other indirect damages, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a federal court deciding the matter in the same jurisdiction. The arbitrator shall determine the allocation of the costs and expenses of the arbitration, including the arbitrator’s fee and the parties’ attorneys’ fees and expenses, based upon the extent to which each party prevailed in the arbitration. (iii) No discovery will be permitted in connection with the arbitration unless expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. (iv) All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. (v) The arbitrators shall render a written decision stating specifically the reasons of the fact and law on which the decision is based. (vi) The result of the arbitration will be binding on the parties, and judgment on the arbitrators’ award may be entered in front any court having jurisdiction. Any party may contest the Arbitrators’ decision and seek to have the award vacated, modified or corrected in a court of a single arbitrator, unless competent jurisdiction based only on the grounds that: (i) ICANN the decision is seeking punitive not in conformity with The Federal Arbitration Act (9 USC Sections 10-11); or exemplary damages, or operational sanctions, (ii) where the parties agree in writing to a greater number arbitrators’ findings of arbitrators, fact are not supported by substantial evidence; or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) decision was based on the arbitrator(s) independent determination or the reasonable request an erroneous conclusion of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionlaw.

Arbitration. Disputes If the Parties are unable to resolve a dispute arising under out of or in connection with relating to this Agreement through the escalation procedures set forth in Section ‎12.2 within the time frames set forth therein, the Parties agree that are not resolved pursuant to Section 5.1, including requests they shall submit such dispute for specific performance, will be resolved through final settlement via binding arbitration conducted pursuant to in the English language in New York, New York under the commercial arbitration rules of the International Court of American Arbitration of Association, which shall administer the International Chamber of Commercearbitration and act as appointing authority. The arbitration will be conducted by an arbitrator mutually selected by the Parties; provided, however, in the English language and will occur in Los Angeles County, California. Any arbitration will be in front event that the Parties are unable to mutually agree upon the selection of an arbitrator or with respect to any dispute for which a single arbitrator, unless (i) ICANN Party is seeking punitive an injunction or exemplary damages, other equitable relief or operational sanctions, (ii) the parties agree aggregate damages sought in writing to a greater number excess of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence[***], the arbitration will be in front conducted by a panel of three arbitrators (3) arbitrators, with each party selecting Party appointing one arbitrator (1) arbitrator, and these two (2) arbitrators so selected by the two selected arbitrators selecting Parties will then select the third arbitrator. In order Disputes about arbitration procedure shall be resolved by the arbitrator(s). The arbitrator(s) shall not be current or former employees, consultants, officers or directors, or current stockholders, of either Party or any of their respective Affiliates, licensees or sublicensees and each arbitrator shall have at least fifteen (15) years of pharmaceutical industry experience (provided, however, that if such arbitration is being conducted by a panel of three (3) arbitrators, each arbitrator shall have at least ten (10) years of pharmaceutical industry experience). The arbitrator(s) shall be authorized to expedite grant interim relief, including to prevent the arbitration destruction of goods or documents involved in the dispute, protect trade secrets and limit its costprovide for security for a prospective monetary award. Within [***] after selection of the arbitrator(s), the arbitrator(s) shall establish page limits for conduct the parties’ filings in conjunction with preliminary conference. In addressing any of the arbitrationsubjects within the scope of the preliminary conference, and should the arbitrator(s) determine that a shall take into account both the desirability of making discovery efficient and cost-effective and the needs of the Parties for an understanding of any legitimate issue raised in the arbitration. In addition, each Party shall have the right to take up to [***] hours of deposition testimony, including expert deposition testimony. The hearing is necessaryshall commence within [***] after the selection of the arbitrator(s). The arbitrator(s) shall, in their discretion, allow each Party to submit concise written statements of position and shall permit the submission of rebuttal statements, subject to reasonable limitations on the length of such statements to be established by the arbitrator(s). The hearing shall be limited to one (1no longer than [***] in duration. The arbitrator(s) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, shall also permit the submission of expert reports. The arbitrator(s) shall render their decision and award within [***] after the arbitrator(s) declare the hearing may closed, and the decision and award shall include a written statement describing the essential findings and conclusions on which the decision and award are based, including the calculation of any damages awarded. The arbitrator(s) will, in rendering their decision, apply the substantive Law of the State of Delaware, without reference to its conflict of laws principles. The arbitrators’ authority to award special, incidental, consequential or punitive damages shall be extended for one (1) additional calendar day if agreed upon by subject to the parties or ordered limitation set forth in Section ‎9.5. The decision and award rendered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs shall be final, binding and reasonable attorneys’ feesnon-appealable, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN judgment may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court entered upon it in any court of competent jurisdiction. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator(s). The Parties acknowledge and agree that this Agreement and any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]

Arbitration. Disputes (a) Subject to Section 8.12, the Parties agree that any dispute or ------------ controversy arising under out of, relating to, or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific or the interpretation, validity, construction, performance, will breach, or termination thereof, shall be resolved through settled by binding arbitration conducted pursuant to be held in accordance with the rules of American Arbitration Association Commercial Arbitration Rules, and Supplemental Procedures for Large Complex Disputes (together the International Court of Arbitration of "Rules"). If the International Chamber of Commerce. The Buyer initiates the arbitration, such arbitration will shall be conducted held in the English language and will occur in Los Angeles Countycounty of Santa Clara, California. Any If the Seller initiates the arbitration, such arbitration will shall be held in front the city of a single arbitratorBoston, unless (i) ICANN is seeking punitive Massachusetts. Such dispute or exemplary damages, or operational sanctions, (ii) controversy shall be settled by arbitration conducted by one arbitrator mutually agreeable to the parties agree in writing to a greater number of arbitrators, or (iii) Seller and the dispute arises under Section 7.6 or 7.7Buyer. In the case event that within fifteen (15) days after submission of clauses (i), (ii) or (iii) in the preceding sentenceany dispute to arbitration, the arbitration will be in front of three arbitrators with Seller and the Buyer cannot mutually agree on one arbitrator, the Seller and the Buyer shall each party selecting select one arbitrator arbitrator, and the two arbitrators so selected arbitrators selecting the shall select a third arbitrator. In order The decision of the arbitrator or a majority of the three arbitrators, as the case may be, shall be final, binding and conclusive upon the parties to expedite the arbitration and limit its costarbitration. Judgment may be entered on the arbitrator(s)' decision in any court having jurisdiction. (b) At the request of either Party, the arbitrator(s) shall establish page limits for will enter an appropriate protective order to maintain the parties’ filings confidentiality of information produced or exchanged in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one course of the parties thereto. arbitration proceedings. (c) The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant apply Delaware law to the arbitration that is appropriately marked as confidential merits of any dispute or claim, without reference to rules of conflicts of law. (as required by Section 7.15d) as Confidential Information of such other party in accordance with Section 7.15THE PARTIES HAVE READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. In any litigation involving ICANN concerning this AgreementTHE PARTIES UNDERSTAND THAT BY SIGNING THIS AGREEMENT, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles CountyTHEY AGREE, California; howeverEXCEPT AS SET FORTH IN SECTION 8.12 ABOVE, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionTO SUBMIT ANY CLAIMS ------------ ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE PARTY'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.

Arbitration. Disputes Any controversy, dispute or claim arising under out of or in connection with or relating to this Agreement that are not resolved or any of the Related Agreements, or the breach, termination or validity hereof or any transaction contemplated hereby or thereby (any such controversy, dispute or claim being referred to as a "Dispute") shall be finally settled by arbitration conducted expeditiously in accordance with the Commercial Arbitration Rules then in force (the "AAA Rules") of the American Arbitration Association (the "AAA"). There shall be a panel of three arbitrators who shall be appointed pursuant to AAA procedure, in each case, within fifteen (15) business days of receipt of the demand for arbitration by the respondent(s) in any such proceeding. Each of the arbitrators shall be an attorney with no less than fifteen (15) years' experience in the practice of business law (preferably with experience in the acquisition and financing of businesses such as those engaged in by the Company and at the time such dispute arises) who shall not have performed any legal services for any of the parties or person controlled by any of the parties for a period of 5 years prior to the date the demand for arbitration is received by the respondent(s). The situs for an arbitration pursuant to this Section 5.1shall be Boston, including requests for specific performanceMassachusetts. A final award shall be rendered as soon as reasonably possible and, will in any event, within ninety (90) days of the appointment of the panel of arbitrators; provided, however, that if the arbitrators determine by majority vote that fairness so requires, such ninety (90) day period may be resolved through binding extended by no more than sixty (60) additional days. The parties agree that the arbitrators shall have the right and power to shorten the length of any notice periods or other time periods provided in the AAA Rules and to implement Expedited Procedures under the AAA Rules in order to ensure that the arbitration conducted process is completed within the time frames provided herein. The arbitration decision or award shall be reasoned and in writing. Judgment on the decision or award rendered by the arbitrators may be entered and specifically enforced in any court having jurisdiction thereof. Notwithstanding the provisions of Section 14.1, any arbitration held pursuant to the rules provisions of the International Court of Section shall be governed by the Federal Arbitration of the International Chamber of CommerceAct. The All arbitrations commenced pursuant to this Agreement or any other Transaction Document while any other arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will hereunder shall be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) progress shall be consolidated and heard by the parties agree in writing to a greater number initially constituted panel of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant If the mediation is unsuccessful, the parties shall submit the dispute and/or claim to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant according to the rules then current Construction Industry Arbitration Rules of the International Court of Arbitration of AAA, but not administrated or conducted by the International Chamber of Commerce. The AAA, which arbitration will shall be conducted held in the English language and will occur in Los Angeles CountyQueen Creek, California. Any arbitration will be in front of Arizona, utilizing a single arbitratorarbitrator selected by the parties, unless the parties agree, in writing, to an alternative arbitration procedure. a. If: (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (iia) the parties cannot agree in writing to on a greater number single arbitrator within two (2) weeks of arbitrators, the demand for arbitration; or (iiib) the dispute arises under Section 7.6 or 7.7. In parties at any time prior to the case arbitrator being appointed and the arbitrator has accepted the appointment, cannot agree upon any significant aspect of clauses the arbitration, not already addressed herein, either party may submit the Claim directly to the AAA to select the Arbitrator, and thereafter the arbitration shall be administered by the AAA. b. The arbitrator shall be an attorney with at least fifteen (i)15) years of experience in construction related practice, and whose practice, for at least the last five (ii5) or (iii) in years, consists of at least 50% construction law. c. At the preceding sentencerequest of either party, the arbitration will may include as parties, through joinder, consolidation or otherwise, additional persons or entities involved in the Project, involving claims and/or disputes with common issues and/or facts. The arbitrator shall promptly rule upon any request for joinder or consolidation. d. In relation to claims in which the amount in controversy is less than $250,000, no discovery other than exchange of documents, designation of witnesses and detailed disclosure of claims and defenses (including specifically a detailed basis for calculating all claims), and no more than 3 depositions and 1 expert per side, shall be in front allowed, subject to disclosure of three arbitrators with each party selecting one arbitrator and such other information as approved by the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its costOtherwise, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing discovery shall be allowed and/or limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon as decided by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. arbitrator. e. The prevailing party in the any arbitration will have the right or court proceeding under this Agreement shall be entitled to recover an award of its costs and reasonable attorneys’ fees, which costs, and expenses (including expert witness fees) incurred. f. A demand for arbitration shall be made within the arbitrator(s) shall include time limits specified in the awards. In Contract Documents as applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made after the arbitrators determine that Registry Operator has been repeatedly and willfully date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. g. The Parties agree to participate as a party, by joinder and/or consolidation, in fundamental and material breach of its obligations set forth in Article 2any arbitration, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damageslitigation, or operational sanctions (including without limitation other dispute resolution involving as an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant issue, claim, or defense, any action, inaction, or service provided under this Contract or in relation to the Project or the Work, or any defect or deficiency in the Work. h. The party filing a notice of demand for arbitration, or a counterclaim, must assert in the demand or counterclaim all Claims then known to that party on which arbitration that is appropriately marked as confidential (as required permitted to be demanded. i. Any award by Section 7.15) as Confidential Information of such other party the arbitrator shall not include any consequential or punitive damages. j. The award entered by the arbitrator shall be a reasoned award. k. The award entered by the arbitrator shall be final and judgment may be entered thereon in accordance with Section 7.15the Arizona Superior Court. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be Delete in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionits entirety.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, or (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the either case of clauses (i), (ii) or (iiiii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, or (ii) the parties agree in writing to a greater number of arbitrators. In either case of clauses (i) or (ii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the * Final text will be posted on ICANN website; agreement reference to be replaced by hyperlink. arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Geneva, Switzerland, unless an another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]

Arbitration. Disputes arising under (i) If the Dispute has not been resolved by mediation as provided in Section 9.12 within 20 days after receipt of the Dispute Notice or such greater period as the parties may agree upon in connection with this Agreement that are not resolved pursuant writing, or if a party fails to Section 5.1participate in a mediation, including requests for specific performance, then the Dispute will be resolved through determined by binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commercein [Minneapolis, Minnesota]. The arbitration will be conducted in accordance with the English language and will occur Commercial Arbitration Rules of the American Arbitration Association ("AAA") in Los Angeles Countyeffect on the date on which the Dispute Notice is sent, Californiasubject to any modifications contained in this Agreement. Any arbitration The Dispute will be in front of a single determined by one arbitrator, unless except that if the Dispute involves an amount in excess of $100,000 (i) ICANN is seeking punitive exclusive of interest and costs), three arbitrators will be appointed. Persons eligible to serve as arbitrators will be members of the AAA Large, Complex Case Panel or exemplary damagesa CPR Panel of Distinguished Neutrals, or operational sanctions, (ii) the parties agree in writing persons who have professional credentials similar to a greater number of arbitrators, those persons listed on such AAA or (iii) the dispute arises under Section 7.6 or 7.7CPR panels. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the The arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its appoint an independent expert (including an independent accounting firm) and the costs and reasonable attorneys’ feesexpenses of such expert, together with the costs and expenses of the arbitrator(s), will be born one-half by the Shareholders and one-half by Parent. The award will be in writing and include the findings of fact and conclusions of law upon which it is based. (ii) The arbitration will be governed by the substantive laws of the State of California, without regard to conflicts-of-law rules, and by the arbitration law of the Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the award rendered may be entered in any court having jurisdiction. (iii) Except as otherwise required by law, the parties and the arbitrator(s) shall include agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the awardsarbitration process, including the resolution of the Dispute. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully If a party fails to proceed with arbitration as provided in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request or unsuccessfully seeks to stay the arbitrators award punitive or exemplary damagesarbitration, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right fails to sell new registrations). Each party shall treat information received from comply with the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other party pursuant to the arbitration that is appropriately marked or parties, as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreementapplicable, jurisdiction and exclusive venue for such litigation will be entitled to be awarded costs, including reasonable attorneys' fees, paid or incurred in a court located in Los Angeles Countysuccessfully compelling such arbitration or defending against the attempt to stay, California; however, vacate or modify such arbitration award and/or successfully defending or enforcing the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionaward.

Arbitration. Disputes Any such dispute arising under out of or in connection with relating to this Agreement that are which is not resolved between the Parties or the designated officers of the Parties pursuant to Section 5.1, including requests for specific performance, will the foregoing shall be resolved through by final and binding arbitration conducted pursuant to in Palo Alto, California if RPI initiates and in Boulder, Colorado, if Roche initiates, under the rules then current Commercial Arbitration Rules of the International Court American Arbitration Association ("AAA") at the request of Arbitration either Party; provided, however, that depositions shall be permitted as follows: each Party may take no more than three depositions with a maximum of six hours of examination time per deposition, and each such deposition shall take place in Palo Alto, California if RPI initiates and in Boulder, Colorado, if Roche initiates, unless otherwise agreed by the International Chamber of CommerceParties. The arbitration will shall be conducted by one arbitrator who is knowledgeable in the English language and will occur subject matter which is at issue in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7and who is selected by mutual agreement of the Parties or, failing such agreement, shall be selected according to the AAA rules. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with conducting the arbitration, the arbitrator shall apply the California Evidence Code, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be able to decree any and all relief of an equitable nature, including but not limited to one (1) calendar daysuch relief as a temporary restraining order, provided that in any arbitration in which ICANN is seeking punitive a preliminary injunction, a permanent injunction, or exemplary replevin of property. The arbitrator shall also be able to award actual or general damages, but shall not award any other form of damage (e.g., consequential, punitive damages). The Parties shall share equally the arbitrator's fees and expenses pending the resolution of the arbitration unless the arbitrator, pursuant to its right but not its obligations, requires the non-prevailing Party to bear all or operational sanctions, any portion of the hearing costs of the prevailing Party. The decision of the arbitrator shall be final and may be extended for one (1) additional calendar day if agreed upon sued on or enforced by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party Party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court whose favor it runs in any court of competent jurisdictionjurisdiction at the option of such Party. This Agreement shall be governed by the laws of the State of California, as such laws are applied to contracts entered into and to be performed within such state. Confidential portions ([ ]) have been omitted pursuant to regulation 240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed separately with the Commission.

Arbitration. Disputes (a) The parties agree that any dispute or controversy arising under out of, relating to, or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific or the interpretation, validity, construction, performance, will breach, or termination thereof, shall be resolved through settled by binding arbitration to be held in Santa Clar▇ ▇▇▇nty, California in accordance with the American Arbitration Association Commercial Arbitration Rules, and Supplemental Procedures for Large Complex Disputes (together, the "Rules"). Such dispute or controversy shall be settled by arbitration conducted pursuant by one arbitrator mutually agreeable to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language Company and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7Employee. In the case event that, within forty-five (45) days after submission of clauses (i)any dispute to arbitration, (ii) or (iii) in the preceding sentenceCompany and Employee cannot mutually agree on one arbitrator, the arbitration will be in front of three arbitrators with Companyand Employee shall each party selecting select one arbitrator arbitrator, and the two arbitrators so selected arbitrators selecting the shall select a third arbitrator. In order The decision of the arbitrator or a majority of the three arbitrators, as the case may be, shall be final, binding and conclusive upon the parties to expedite the arbitration and limit its costarbitration. Judgment may be entered on the arbitrator(s)' decision in any court having jurisdiction. (b) At the request of either party, the arbitrator(s) shall establish page limits for will enter an appropriate protective order to maintain the parties’ filings confidentiality of information produced or exchanged in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one course of the parties thereto. arbitration proceedings. (c) The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant apply California law to the arbitration that is appropriately marked as confidential merits of any dispute or claim, without reference to rules of conflicts of law. (as required by Section 7.15d) as Confidential Information of such other Either party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right may apply to enforce a judgment of such a court in any court of competent jurisdictionjurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator(s). (e) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 12, WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES, EXCEPT AS SET FORTH IN SECTION 12(d) AND SECTION 12(e) ABOVE, TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.

Arbitration. Disputes arising under or (A) Upon written request for arbitration of a grievance, the Employer and the Union shall choose a mutually acceptable impartial arbitrator within five (5) working days. (B) In the event that agreement cannot be reached on an impartial arbitrator within the time limit set forth in connection with this Agreement that are not resolved pursuant (A) above, the Federal Mediation and Conciliation Service shall be requested to Section 5.1, including requests for specific performance, submit a panel of five (5) established arbitrators from the State of California. Both the Employer and the Union shall have the right to strike two (2) names from the panel. The remaining name on the panel shall automatically become the arbitrator. This selection of the arbitrator shall be made within ten (10) working days after receipt by the parties of the list of arbitrators. The selection of an arbitrator so made will be resolved through binding arbitration conducted pursuant to equally effective as if made directly by the rules parties hereto. (C) The decision of the International Court of Arbitration of arbitrator shall be final and binding on the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator Employer and the two selected arbitrators selecting the third arbitratorUnion. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing Such decision shall be limited to one the interpretation and application of the express terms of this Agreement and shall not change or add to any of its terms and conditions. In his decision, the arbitrator will specify whether or not the decision is retroactive and the effective date thereof. (1D) Awards or settlements of grievances may or may not be retroactive as the equities of each case demand, but in no event shall any arbitration award be retroactive beyond thirty (30) calendar daydays prior to the date on which the grievance was first presented to the 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 that for in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination this Agreement or the reasonable request of one of wage scales for the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations various classifications set forth in Article 2, Article 6 or Section 5.4 SCHEDULES "A" AND "B" of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.

Arbitration. Disputes arising under or in connection with this Agreement Any disputes that are not otherwise resolved pursuant by the Parties shall be submitted to binding arbitration with the International Centre for Dispute Resolution (“ICDR”) in San Francisco, California, U.S.A. in accordance with the then-prevailing commercial arbitration rules of the ICDR. The language of the arbitration shall be English. For avoidance of doubt, disputes relating to the terms of the Development Supply Agreement or the Commercial Supply Agreement shall be resolved as provided by Section 5.15.1 and 5.2 respectively. 16.3.1. There shall be three (3) arbitrators, one selected by the initiating Party in the request for arbitration, the second selected by the other Party within [*****] days of the request for arbitration, and the third (who shall act as chairperson of the arbitration tribunal) selected by the two (2) Party-appointed arbitrators within [*****] days of the selection of the second arbitrator. In the event that the respondent fails to select an arbitrator, or if the two Party-appointed arbitrators are unable or fail to agree upon the third arbitrator, the ICDR shall designate the remaining arbitrator(s) required to comprise the tribunal. 16.3.2. Each arbitrator chosen shall speak, read, and write English fluently and shall be either (i) a practicing lawyer who has specialized in business litigation with at least ten (10) years of experience, or (ii) a retired judge of a court of general jurisdiction. 16.3.3. The arbitrators shall issue an award within [*****] of the submission of the request for arbitration. This time limit may be extended by agreement of the Parties or by the tribunal if necessary. It is expressly understood and agreed by the Parties that the rulings and award of the tribunal shall be conclusive on the Parties, their successors and permitted assigns. Judgment on the award rendered by the tribunal may be entered in any court having jurisdiction thereof. 16.3.4. The cost of the arbitration, including requests for specific performancethe fees and expenses of the arbitrator, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon shared equally by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties theretoParties. The prevailing party in Party shall be entitled to recover from the arbitration will losing Party the prevailing Party’s attorneys’ fees and costs. The arbitrator shall have the right to recover its costs and reasonable attorneys’ feesapportion liability between the Parties, which but will not have the arbitrator(s) shall include in authority to award any damages or remedies not available under the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 express terms of this Agreement, ICANN may request . [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations)Securities and Exchange Commission. Each party shall treat information received from the other party pursuant Confidential treatment has been requested with respect to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdictionomitted portions.

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of CommerceCommerce (“ICC”). The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, arbitrator (unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators) and will occur in Los Angeles County, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i)California, (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. USA.. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) arbitrator determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(sarbitratorsarbitrator(s) shall include in the theirits awards. In any proceeding, ICANN may request the appointed arbitrator(s) award punitive or exemplary damages in the event Registry Operator shall be shown to have, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations) in the event the arbitrators determine arbitrator(s) determines that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or and Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California, USA; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce (“ICC”). The arbitration will be conducted in the English language in front of a single arbitrator (unless the parties shall agree in writing to a greater number of arbitrators) and will occur in Geneva, Switzerland, unless another

Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the ofthe International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Los Angeles County, California. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Los Angeles County, California; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction. [Alternative Section 5.2 Arbitration text for intergovernmental organizations or governmental entities or other special circumstances: “Arbitration. Disputes arising under or in connection with this Agreement that are not resolved pursuant to Section 5.1, including requests for specific performance, will be resolved through binding arbitration conducted pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce. The arbitration will be conducted in the English language and will occur in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN. Any arbitration will be in front of a single arbitrator, unless (i) ICANN is seeking punitive or exemplary damages, or operational sanctions, (ii) the parties agree in writing to a greater number of arbitrators, or (iii) the dispute arises under Section 7.6 or 7.7. In the case of clauses (i), (ii) or (iii) in the preceding sentence, the arbitration will be in front of three arbitrators with each party selecting one arbitrator and the two selected arbitrators selecting the third arbitrator. In order to expedite the arbitration and limit its cost, the arbitrator(s) shall establish page limits for the parties’ filings in conjunction with the arbitration, and should the arbitrator(s) determine that a hearing is necessary, the hearing shall be limited to one (1) calendar day, provided that in any arbitration in which ICANN is seeking punitive or exemplary damages, or operational sanctions, the hearing may be extended for one (1) additional calendar day if agreed upon by the parties or ordered by the arbitrator(s) based on the arbitrator(s) independent determination or the reasonable request of one of the parties thereto. The prevailing party in the arbitration will have the right to recover its costs and reasonable attorneys’ fees, which the arbitrator(s) shall include in the awards. In the event the arbitrators determine that Registry Operator has been repeatedly and willfully in fundamental and material breach of its obligations set forth in Article 2, Article 6 or Section 5.4 of this Agreement, ICANN may request the arbitrators award punitive or exemplary damages, or operational sanctions (including without limitation an order temporarily restricting Registry Operator’s right to sell new registrations). Each party shall treat information received from the other party pursuant to the arbitration that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. In any litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation will be in a court located in Geneva, Switzerland, unless another location is mutually agreed upon by Registry Operator and ICANN; however, the parties will also have the right to enforce a judgment of such a court in any court of competent jurisdiction.”]