Common use of Arbitration Clause in Contracts

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute or controversy arising a. All disputes under or in connection with this Agreement shall be settled exclusively by arbitrationarbitration in Miami, conducted Florida, before an a single arbitrator in New York, New York in accordance with pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association then in effect(the "AAA"). Judgment Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction, jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the Company arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require recover from the non-prevailing party to pay the arbitrator's full reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses orincident to appellate, if bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the arbitrator's opinion there is no prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute or controversy arising under or that cannot be resolved by management negotiations as set forth in connection with this Agreement Section 12.2 above shall be settled exclusively resolved through binding arbitration by arbitrationa retired judge or justice from the [AAA][JAMS] panel conducted in San Diego, conducted before an arbitrator in New YorkCalifornia, New York administered by and in accordance with [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures] (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the rules field of the American dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be appointed as provided for in [AAA’s Commercial Arbitration Association then Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures]. At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in effectwriting and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be made within nine (9) months of the filing of the notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. Judgment on the award may be entered on the arbitration award in any court having jurisdiction, provided. The prevailing Party in this dispute resolution process is entitled to recover its costs. Until such award is made, however, that the Company Parties shall be entitled to seek a restraining order or injunction share equally in any court of competent jurisdiction to prevent any continuation of any violation paying the costs of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationArbitration. The arbitrator shall require have the non-prevailing party authority to pay grant dispositive motions prior to the arbitrator's full fees and expenses or, commencement of or following the completion of discovery if in the arbitrator's opinion arbitrator concludes that there is no prevailing party, material issue of fact pending before the arbitrator's fees . The existence, content, and expenses will be borne equally by the parties thereto. In the event action results of any Arbitration hereunder is brought confidential information that is subject to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.13.1. MISCELLANEOUS

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall All Claims must be exclusively and finally resolved and settled exclusively by arbitration, conducted before an arbitrator in New York, New York final and binding arbitration administered by and in accordance with the rules of the American Arbitration Association then (“AAA”) before a single arbitrator who is a member of the AAA. The Parties shall select a mutually acceptable arbitrator knowledgeable about the issues relating to the subject matter of this Agreement. In the event the Parties are unable to agree upon an arbitrator, each Party will select an arbitrator and those two arbitrators shall in effectturn select a third arbitrator, all three of whom shall preside jointly over the matter. Judgment All documents, materials, and information in the possession of each Party that are in any way relevant to the dispute shall be made available to the other Party for review and copying no later than thirty (30) calendar days after the notice of arbitration. The arbitrators shall have no authority to modify any provision of this Agreement or to award punitive damages. The arbitrators shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The arbitration will be held in New York, New York but the Parties may choose for themselves whether to appear in person, by phone, video conferencing, or through the submission of documents. The arbitration will be kept confidential among the Parties, the AAA, and the arbitrator(s), except as required in connection with any enforcement of such award or otherwise required by law. The Parties will pay an equal share of all costs and expenses related to compensation of the arbitrator, the site, and any administrative fees, except for that the award rendered by the arbitrator may include the costs and expenses of arbitration and reasonable costs for expert and other witnesses. In any action arising hereunder or any separate action pertaining to a specific Claim, the prevailing party shall be awarded reasonable attorneys’ fees and costs, including in arbitration, mediation, trial, and any appeal. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all Parties, and may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction jurisdiction. Notwithstanding the foregoing, any dispute as to prevent any continuation the enforceability of any violation of the provisions of Sections 6 this arbitration provision or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company its applicability to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators specific Claim shall be selected as adjudicated by a state or federal court located within New York, New York, and not by an arbitrator. Within 20 days During the continuance of the conclusion of the any arbitration hearingproceeding, the arbitrator Parties shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered continue to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of perform their respective obligations under this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesAgreement.

Arbitration. Any dispute Disputes subject to mandatory or controversy arising elective arbitration under or in connection with the provisions of this Agreement shall will be settled exclusively by arbitration, conducted before an submitted to a single arbitrator in New York, New York in accordance with pursuant to the rules Commercial Arbitration Rules of the American Arbitration Association then or pursuant to such other provider of arbitration services or rules as the Parties may agree. The arbitrator shall be knowledgeable of telecommunications issues. Each arbitration will be held in effectDallas, Texas (SBC-SWBT); Chicago, Illinois (SBC-AMERITECH), San Francisco, California (PACIFIC); Reno, Nevada (NEVADA); or New Haven, Connecticut (SNET), as appropriate, unless the Parties agree otherwise. Judgment The arbitration hearing will be requested to commence within sixty (60) calendar days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) calendar days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, Consequential Damages, multiple damages, or any other damages not measured by the prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. The times specified in this Section may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered on in any court having jurisdiction thereof. Judgment upon the arbitration award rendered by the arbitrator may be entered in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New YorkDenver, New York Colorado in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction. Notwithstanding the foregoing, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 6, 7 or 7 8 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondAgreement. Only individuals who are are: (i) lawyers engaged full-time in the practice of law; law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's ’s full fees and expenses or, if in the arbitrator's ’s opinion there is no prevailing party, the arbitrator's ’s fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 1811.9, the non-prevailing parties shall be required to pay the reasonable attorney's ’s fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's ’s fees and expenses.

Arbitration. Any If no agreement can be reached after good faith negotiation between the Indemnified Parties and the Stockholder Agent pursuant to Section 8.4(b)(1), or if a dispute or controversy arising under or in connection with this Agreement arises concerning the reimbursement of Stockholder Agent fees and expenses, the Person defending the claim (the "Defending Party"), may, by written notice to the Person asserting the claim (the "Prosecuting Party"), demand arbitration of the matter, which arbitration shall be settled exclusively conducted by arbitrationa single arbitrator. The Prosecuting Party and the Defending Party shall use their respective Best Efforts to agree on the arbitrator, conducted before provided that if they cannot so agree within ten (10) Business Days (or such longer period as they may agree), either the Prosecuting Party or the Defending Party can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Defending Party and Prosecuting Party an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the other of them about the subject matter of the dispute. The arbitrator in New Yorkshall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, New York including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionapplicable Law and with this Agreement, provided, however, that the Company and shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare supported by written findings of fact and conclusions of law, which shall set forth the basis for the decision of the arbitrator. It is mutually agreed that the written The decision of the arbitrator as to the validity and amount of any claim in a Claim Notice shall be validbinding and conclusive upon the Prosecuting Party, bindingthe Defending Party, final and non-appealable, provided however, that the parties hereto agree that hereto, the arbitrator shall not be empowered to award punitive damages against Stockholders, the Indemnified Parties, the Indemnifying Parties, and, notwithstanding any party to such arbitration. The arbitrator shall require other provision of this Article VIII, the non-prevailing party to pay the arbitrator's full fees and expenses orEscrow Agent, if in the arbitrator's opinion there is no prevailing partyapplicable, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions each of this Agreement pursuant to this Section 18, the non-prevailing parties such Persons shall be required entitled to pay act in accordance with such decision and the reasonable attorney's fees and expenses Escrow Agent, if applicable, shall be entitled to make or withhold payments out of the prevailing parties, except that if Escrow Account in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesaccordance therewith.

Arbitration. Any dispute or controversy arising under The parties hereto agree that any and all disputes, complaints, controversies, claims and grievances, in law or in equity, arising under, out of, in connection with, or in any manner related to this Agreement, Executive’s employment with this Agreement the Company or the termination of Executive’s employment with the Company, including without limitation, claims alleging breach of contract, common law claims, tort claims or claims under any statutes or other laws (collectively, the “Disputes” and singularly a “Dispute”), shall be settled exclusively resolved to the fullest extent permitted by arbitrationlaw, conducted by confidential final, binding arbitration pursuant to the Mumbai Centre for International Arbitration Rules of arbitration before an a panel of three (3) arbitrators. Each party shall nominate one (1) arbitrator in New York, New York in accordance with each and the rules third arbitrator shall be appointed by the two (2) arbitrators nominated by the Parties. The third arbitrator shall be someone who was a former Justice of the American Supreme Court of India or a former Judge of a High Court within India. Arbitration Association then proceedings shall be held in effectBangalore, India. Judgment may The arbitrators shall (a) have the authority to compel adequate discovery for the resolution of the dispute and to award relief as would otherwise be entered on permitted by applicable law; and (b) issue a written arbitration decision including the arbitration award in any court having jurisdiction, provided, however, that arbitrator’s essential findings and conclusions and a statement of the award. Both Executive and the Company shall be entitled to seek all rights and remedies that either Executive or the Company would be entitled to pursue in a restraining order or injunction court of law. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The fees of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement arbitration and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion cost of the arbitration hearingproceedings including but not limited to the arbitrator’s costs, the arbitrator shall prepare written findings of fact legal fees and conclusions of law. It is mutually agreed that the written decision of the arbitrator costs, shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties theretounsuccessful party. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesEXECUTIVE AND THE COMPANY AGREE THAT THE FOREGOING DISPUTE RESOLUTION PROCEDURE SHALL BE THE EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE AND THAT NO OTHER ACTION WILL BE BROUGHT BY EXECUTIVE OR THE COMPANY IN ANY COURT OR OTHER FORUM RELATING TO A DISPUTE. THIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT ACTION.

Arbitration. Any dispute dispute, claim or controversy based on, arising under out of or in connection with relating to Executive’s employment or this Agreement shall be settled exclusively by arbitrationfinal and binding arbitration in Atlanta, conducted Georgia, before an a single neutral arbitrator in New York, New York in accordance with the rules National Rules for the Resolution of Employment Disputes (the “Rules”) of the American Arbitration Association then in effect. Judgment Association, and judgment on the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction. If the parties are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his discretion, award reasonable attorneys’ fees to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 4(m) is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that neither this Agreement nor the Company submission to arbitration shall be entitled limit the parties’ right to seek a restraining order or injunction provisional relief, including, without limitation, injunctive relief, in any court of competent jurisdiction to prevent the extent permitted by applicable law. The exclusive jurisdiction for any continuation such action for provisional relief, including injunctive relief, shall be the state or federal courts located in the State of any violation of the provisions of Sections 6 or 7 of the Agreement Georgia, and the Executive parties hereby consents that consent to any such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice court’s exercise of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that personal jurisdiction over the parties hereto agree that the arbitrator for such purpose. Seeking any such relief shall not be empowered deemed to award punitive damages against any party be a waiver of such party’s right to such compel arbitration. The arbitrator shall require Both Executive and the non-prevailing Company expressly waive their right to a jury trial. Each party to pay the arbitrator's full fees and expenses or, if warrants that it was represented by counsel in the arbitrator's opinion there is no prevailing party, the arbitrator's fees negotiation and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions execution of this Agreement pursuant to this Section 18Agreement, including the non-prevailing parties shall be required to pay the reasonable attorney's attorneys’ fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.provision herein. * * * *

Arbitration. Any Except as provided in 8.3, any controversy, dispute or controversy claim arising out of or relating to this Agreement or breach thereof shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation within [30] days of the controversy, dispute or claim arising, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS upon a reference being made within [ 15 ] days of the expiry of the aforesaid period of [30] days. If the parties are unsuccessful at resolving the dispute through mediation within [ 45 ] days of reference of the dispute to mediation, the parties agree to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures. Any such arbitration shall be held in Orange County, California. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of JAMS. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the sole judgment of the arbitrator to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any indemnification claim in any Indemnification Demand or as to any other matter under or in connection with this Agreement shall be settled exclusively by arbitrationsubject to the limitations set forth in this Agreement and final, conducted before an arbitrator in New York, New York in accordance with binding and conclusive upon the rules of the American Arbitration Association then in effectParties. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company All such decisions shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement written and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare supported by written findings of fact and conclusions of lawwhich shall set forth the award, judgment, decree or order awarded by the arbitrator. It is mutually agreed that All payments required by the written arbitrator shall be made within thirty days after the decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that is rendered. Judgment upon any award rendered by the arbitrator shall not may be empowered to award punitive damages against entered in any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenseshaving jurisdiction.

Arbitration. Any dispute You and Oaktree acknowledge and agree that, to the extent permitted by law, any and all disputes, claims or controversy controversies arising under out of or relating to the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in connection with this Agreement Employment Act, or any similar provision of state or federal statutory or common law) shall be settled exclusively by arbitrationsubmitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall take place in Los Angeles, California, and shall be conducted before an arbitrator in New York, New York in accordance with the rules provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the American Arbitration Association then demand for arbitration. The arbitration shall be held before and decided by a single neutral arbitrator, experienced in effectemployment matters. Judgment You and Oaktree agree to participate in the arbitration in good faith. The arbitrator shall have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the arbitrator, the fees and costs of the arbitrator and the arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, that Oaktree shall pay a greater portion (including, if required, all) of the fees and costs of the arbitrator and the arbitration where required by applicable law. The arbitrator shall apply California substantive law, including any applicable statutes of limitation. Adequate discovery shall be permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The award of the arbitrator, which shall be in writing summarizing the basis for the decision, shall be final and binding upon the parties (subject only to limited review as required by law) and may be entered on the arbitration award as a judgment in any court having competent jurisdiction, and the parties hereby consent to the jurisdiction of the courts of the State of California. The details, existence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to, or witness in, the arbitration; provided, howeverthat a party may make such disclosures as are required by applicable law or legal process; provided, further that a party may make such disclosures to its attorneys, accountants or other agents and representatives who reasonably need to know the Company shall be entitled disclosed information in connection with any arbitration pursuant to seek this Section 9(h) and who are obligated to keep such information confidential to the same extent as such party. If either you or Oaktree, as the case may be, receives a restraining order subpoena or injunction in any court of competent jurisdiction to prevent any continuation other request for information from a third party that seeks disclosure of any violation of information that is required to be kept confidential pursuant to the provisions of Sections 6 immediately preceding sentence, or 7 of the Agreement and the Executive hereby consents otherwise believes that such restraining order or injunction it may be granted without requiring required to disclose any such information, you or Oaktree, as the Company to post a bond. Only individuals who are case may be, shall (i) lawyers engaged full-time in promptly notify the practice of law; other party to the arbitration and (ii) on reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the AAA register seeking of arbitrators a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. To the extent necessary, disclosure of the EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and Oaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, claims or controversies that shall be selected as an arbitrator. Within 20 days of the conclusion of the separate and distinct from any arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses9(h).

Arbitration. Any controversy, dispute or controversy claim arising under or in connection with out of this Agreement or the refusal by any party hereto to perform the whole or any part thereof, shall be settled exclusively determined by arbitration, conducted before an arbitrator in New Yorkthe City of Columbus, New York Franklin County, Ohio, in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then or any successor organization, except as otherwise set forth in effectthis Section 9.10. Judgment may The party demanding arbitration shall serve notice in writing upon all other parties hereto, setting forth in detail the controversy, dispute or claim with respect to which arbitration is demanded, and the parties shall thereupon endeavor to agree upon an arbitration board, which shall consist of three members (“Arbitration Board”). If all the parties hereto fail so to agree within a period of thirty (30) days from the original notice, the party demanding arbitration may, by written notice to all other parties hereto, direct that any members of the Arbitration Board that have not been agreed to by the parties shall be entered on selected by the arbitration award American Arbitration Association, or any successor organization. No person shall be eligible for appointment to the Arbitration Board who is an officer, employee, shareholder of or otherwise interested in any court having jurisdictionof the parties hereto or in the matter sought to be arbitrated. The Arbitration Board shall afford adequate opportunity to all parties hereto to present information with respect to the controversy, dispute or claim submitted to arbitration and may request further information from any party hereto; provided, however, that the Company parties hereto may, by mutual agreement, specify the rules which are to govern any proceeding before the Arbitration Board and limit the matters to be considered by the Arbitration Board, in which event the Arbitration Board shall be entitled to seek a restraining order governed by the terms and conditions of such agreement. The determination or injunction in any court of competent jurisdiction to prevent any continuation of any violation award of the provisions Arbitration Board shall be made upon a determination of Sections 6 or 7 a majority of the Agreement members thereof. The findings and award of the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators Arbitration Board shall be selected final and conclusive with respect to the controversy, dispute or claim submitted for arbitration and shall be binding upon the parties hereto, except as an arbitratorotherwise provided by law. Within 20 days The award of the conclusion Arbitration Board shall specify the manner and extent of the division of the costs of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that proceeding among the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.hereto

Arbitration. Any dispute dispute, controversy or controversy claim (“Dispute”) arising under out of, relating to or in connection with this Agreement Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled exclusively by arbitrationby, conducted before an arbitrator in New York, New York arbitration under and in accordance with the rules Rules of Arbitration of the American Arbitration Association then International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in effectthe English language. Judgment The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be entered on awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award in is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any court having jurisdictionprovision of this Agreement to the contrary, provided, however, that the Company this Section 12.14 shall be entitled construed to seek the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a restraining order or injunction in any court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to prevent limit any continuation of any violation term or provision so as to make it valid or enforceable within the requirements of the provisions of Sections 6 Delaware Arbitration Act or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time other applicable law, and, in the practice of law; and (ii) on the AAA register of arbitrators event such term or provision cannot be so limited, this Section 12.14 shall be selected as an arbitrator. Within 20 days construed to omit such invalid or unenforceable provision, but for the avoidance of the conclusion of the arbitration hearingdoubt, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that parties have no desire to have the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant Delaware Arbitration Act apply to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesAgreement.

Arbitration. Any controversy, dispute or controversy claim (collectively, a "DISPUTE") between the parties arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA") then pertaining. However, in all events, these arbitration provisions shall govern over any conflicting rules that may now or hereafter be contained in the AAA rules. The arbitration shall be held in the State of New York unless the parties mutually agree to have the arbitration held elsewhere, and judgment upon the award made therein may be entered by any court having jurisdiction in the State of New York; provided however, that nothing contained in this Article XVII shall be construed to limit or preclude a party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under or in connection with this Agreement during the pendency of the arbitration proceedings. Any judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the subject matter hereof. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve any claim hereunder. Any such arbitration will be conducted before a single arbitrator who shall be settled exclusively chosen by arbitrationagreement of the parties, conducted before an arbitrator in New Yorkor, New York if the parties cannot agree, in accordance with the rules of the American Arbitration Association then AAA. The arbitrator shall permit such discovery as he shall determine is appropriate in effectthe circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. Judgment may Any such discovery shall be entered on limited to information directly related to the controversy or claim in arbitration award and shall be concluded within sixty (60) days after appointment of the third arbitrator. The substantially prevailing party in any court having jurisdictionarbitration hereunder, providedas determined by the arbitrator, however, that the Company shall be entitled to seek an award of a restraining order or injunction percentage of its reasonable costs incurred in connection therewith, including attorneys' fees, determined by dividing the amount actually awarded to the prevailing party by the amount claimed by the prevailing party. For any court Dispute submitted to arbitration, the burden of competent jurisdiction to prevent any continuation of any violation of proof will be as it would be if the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post claim were litigated in a bondjudicial proceeding. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of Upon the conclusion of the any arbitration hearingproceedings hereunder, the arbitrator shall prepare written will render findings of fact and conclusions of law. It is mutually agreed that law and a written opinion setting forth the written basis and reasons for any decision reached and will deliver such documents to each party to this Agreement along with a signed copy of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationaward. The arbitrator shall require chosen in accordance with these provisions will not have the non-prevailing party power to pay alter, amend or otherwise affect the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce terms of these arbitration provisions or the provisions of this Agreement pursuant to and shall make his decision based on and in accordance with the provisions of this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesAgreement.

Arbitration. Arbitration proceedings shall be conducted under the Rules of Commercial Arbitration of the AAA (the "Rules"). A Member may withdraw from the Member Dispute by signing an agreement to be bound by the results of the arbitration. A Member who withdraws shall have no further right to participate in the Member Dispute. The arbitration panel shall consist of one arbitrator. The Members shall select one neutral third party AAA arbitrator (the "Arbitrator") with expertise in the area that is in dispute. If an Arbitrator has not been selected within five (5) business days thereafter, then an Arbitrator shall be selected by the AAA in accordance with the Commercial Arbitration Rules of the AAA. The arbitration proceeding shall be held in the city that is the company’s principal place of business or such other place as agreed by the Arbitrator and all of the Members. Any arbitrator who is selected shall disclose promptly to the AAA and to both parties any financial or personal interest the arbitrator may have in the result of the arbitration and/or any other prior or current relationship, or expected or discussed future relationship, with the Members or their representatives. The arbitrator shall promptly conduct proceedings to resolve the dispute in question pursuant to the then existing Rules. To the extent any provisions of the Rules conflict with any provision of this Section, the provisions of this Section shall control. In any final award and/or order, the arbitrator shall apportion all the costs (other than attorney's fees which shall be borne by the party incurring such fees) incurred in conducting the arbitration in accordance with what the arbitrator deems just and equitable under the circumstances. Discovery shall not be permitted in such arbitration except as allowed by the rules of arbitration, or controversy as otherwise agreed to by all the parties of the Member Dispute. Notwithstanding, the Members agree to make available to one another and to the arbitrator, for inspection and photocopying, all documents, books and records, if determined by the arbitration panel to be relevant to the dispute, and by making available to one another and to the arbitration panel personnel directly or indirectly under their control, for testimony during hearings if determined by the arbitration panel to be relevant to the dispute. The Members agree, unless undue hardship exists, to conduct arbitration hearings to the greatest extent possible on consecutive business days and to strictly observe time periods established by the Rules or by the arbitrator for the submission of evidence and of briefs. Unless otherwise agreed to by the Members, a stenographic record of the arbitration proceedings shall be made and a transcript thereof shall be ordered for each Member, with each party paying an equal portion of the total cost of such recording and transcription. The arbitrator shall have all powers of law and equity, which it can lawfully assume, necessary to resolve the issues in dispute including, without limiting the generality of the foregoing, making awards of compensatory damages, issuing both prohibitory and mandatory orders in the nature of injunctions and compelling the production of documents and witnesses for presentation at the arbitration hearings on the merits of the case. The arbitration panel shall neither have nor exercise any power to act as amicable compositeur or ex aequo et xxxx; or to award special, indirect, consequential or punitive damages. The decision of the arbitration panel shall be in written form and state the reasons upon which it is based. The statutory, case law and common law of the State of Delaware shall govern in interpreting their respective rights, obligations and liabilities arising under out of or related to the transactions provided for or contemplated by this Agreement, including without limitation, the validity, construction and performance of all or any portion of this Agreement, and the applicable remedy for any liability established thereunder, and the amount or method of computation of damages which may be awarded, but such governing law shall not include the law pertaining to conflicts or choice of laws of Delaware; provided however, that should the parties refer a dispute arising out of or in connection with an ancillary agreement or an agreement between some or all of the Members which specifically references this Agreement Article, then the statutory, case law and common law of the State whose law governs such agreement (except the law pertaining to conflicts or choice of law) shall govern in interpreting the respective rights, obligations and liabilities of the parties arising out of or related to the transactions provided for or contemplated by such agreement, including, without limitation, the validity, construction and performance of all or any portion of such agreement, and the applicable remedy for any liability established thereunder, and the amount or method of computation of damages which may be awarded. Any action or proceeding subsequent to any Award rendered by the arbitrator in the Member Dispute, including, but not limited to, any action to confirm, vacate, modify, challenge or enforce the arbitrator's decision or award shall be settled exclusively by arbitration, conducted before an arbitrator filed in New York, New York in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation in the same county where the arbitration of the provisions of Sections 6 Member Dispute was conducted, and Delaware law shall apply in any such subsequent action or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesproceeding.

Arbitration. Any dispute controversies or controversy disputes arising under out of or in connection with relating to this Agreement shall be settled exclusively resolved by arbitration, conducted before an arbitrator in New York, New York binding arbitration in accordance with the rules then-current Commercial Arbitration Rules of the American Arbitration Association then Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in effectturn shall select a third arbitrator, all three of whom shall preside jointly over the matter. Judgment The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered on in conformity with the arbitration award decision in any court having jurisdiction, provided, however, that the Company . The agreement to arbitration shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation specifically enforceable under the prevailing arbitration law. During the continuance of any violation of arbitration proceeding, the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company parties shall continue to post a bondperform their respective obligations under this Agreement. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of The arbitrators shall be selected as an arbitrator. Within 20 days of award to the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally if any, as determined by the parties theretoarbitrators, all of its costs and fees. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non“Costs and fees” mean all reasonable pre-prevailing parties shall be required to pay the reasonable attorney's fees and award expenses of the prevailing partiesarbitration, except that if in including the opinion of the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court or arbitrator deciding such action there is no prevailing partycosts, each party shall pay its own attorney's fees witness fees, and expensesattorneys’ fees.

Arbitration. Any The Participant hereby agrees to submit any dispute or controversy arising under or from participation in connection with this Agreement the Activities to arbitration, for the sole purpose of determining whether the alleged injury arises from a risk inherent in the Activities. For such disputes, there shall be settled exclusively a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by arbitration, conducted before an each party) and one neutral arbitrator in New York, New York in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingcollectively, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall “Panel”), to be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally chosen by the parties theretoparty-appointed arbitrators. In the event action is brought that the two party-appointed arbitrators are not able to enforce the provisions of this Agreement pursuant to this Section 18agree on a third, neutral arbitrator, the non-prevailing parties neutral arbitrator shall be required to pay appointed by the reasonable attorney's fees and expenses United States District Court, for the District of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each Connecticut. Each party shall pay its own attorney's fees costs, including the costs associated with the party-appointed arbitrators, and expenses.the parties shall share equally the costs associated with the neutral arbitrator. The arbitration proceeding shall proceed in West Hartford, Connecticut and shall be governed by the Federal Rules of Evidence. The Panel shall establish a reasonable and appropriate discovery schedule to expeditiously resolve this matter. In the event that the Panel determines the alleged injury arises from a risk inherent in the Participant’s participation in the Activities, the claim shall be deemed barred, as a matter of law, and the Participant shall be barred from recovering any compensation from the Facility and/or the Learning Center. In the event that the Panel determines the alleged injury did not arise from a risk inherent in the Activities, the Participant shall proceed to the Superior Court of Connecticut, or if appropriate, the United States District Court, for the District of Connecticut, for a trial de novo. I/WE HAVE READ THE ABOVE WAIVER AND RELEASE, UNDERSTAND THAT I/WE HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT, HAVE NOT CHANGED IT ORALLY, AND SIGN IT VOLUNTARILY. Participants Name: Signature of Parent or Legal Guardian Date Printed Name of Parent or Legal Guardian Emergency Contact Phone Number

Arbitration. Any dispute Written warnings, written warnings in lieu of a suspension without pay of two days/shifts or controversy arising under less, and suspensions of 24 hours or less shall not be subject to arbitration. Discipline imposed for time and attendance violations shall not be arbitrable. The Hospital and the Union agree to be bound by the rules and regulations of the Public Employment Relations Commission. In the case of non-disciplinary grievances and disciplinary grievances involving suspension (more than 24 hours), written warning in connection lieu of a suspension of more than 24 hours, involuntary demotion (not the result of a reduction in force) or discharge, if the Union is not satisfied with Step 1 Decision or a Step 1 Decision has not been issued within the required timeframe set forth herein, the Union may file a written requests for binding arbitration through the Public Employment Relations Commission (with copy provided simultaneously to the Director of Labor Relations). Requests for arbitration must be submitted to the Public Employment Relations Commission within thirty (30) calendar days of its receipt of the Step 1 Decision or the date that the Step 1 Decision was due. Nothing in this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with construed as compelling the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled Union to seek submit a restraining order or injunction in any court of competent jurisdiction grievance to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator Union’s decision concerning whether or not to request binding arbitration shall require be final as to the non-prevailing interests of both the Union and the grievant. Each party to pay this Agreement shall bear the arbitrator's full expenses of preparing and presenting its own case. The fees and the expenses orof the Arbitrator, if together with any incidental expenses mutually agreed upon in the arbitrator's opinion there is no prevailing partyadvance, the arbitrator's fees and expenses will shall be borne equally by the parties theretoparties. A transcript of all arbitration hearings may be taken. The Arbitrator shall have the right to subpoena relevant documents and witnesses if requested to do so by either party. The arbitrator shall be restricted to the application of the facts presented and shall have no authority to add to, detract from, alter, amend or modify any provision of this agreement, or to impose on either party a limitation or obligation not explicitly provided for in this agreement. The Arbitrator shall not have any authority to prescribe a monetary Award as a penalty for violation of this Agreement. Upon receipt of the arbitrator’s award, corrective action, if any, will be implemented as soon as practical, but in any event no later than thirty (30) calendar days after receipt of the arbitrator’s award, unless a party wishes to challenge the award. In the event such legal remedy is pursued, corrective action is brought to enforce will be implemented no later than fifteen (15) calendar days after final resolutions by the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensescourts.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement hereunder shall be settled exclusively by arbitration, conducted binding arbitration before an a single arbitrator in New Yorkaccordance with the Rules of Procedure for Arbitration of the American Health Lawyers Association (AHLA) Alternative Dispute Resolution Service, New York and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall occur in the city where Practice is located within sixty (60) days after a party gives notice to the other party of its election to trigger this arbitration clause. The arbitrator shall be chosen in accordance with the rules of the AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service is no longer in effect, then the arbitration shall be conducted as set out above by the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association then in effect. Judgment The arbitrator may award attorneys’ fees and costs to the prevailing party. The parties shall share the costs of the arbitrator equally between them. Each party shall bear its own expenses of preparation for and participation in arbitration. The statute of limitations applicable to any claim shall be entered on determined as if such claim were being asserted in the State where Practice is located, and such statute of limitations shall apply to preclude arbitration award of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to the contrary, the parties reserve the right to proceed at any time in any court having jurisdictionjurisdiction or by self-help to exercise or prosecute the following remedies, providedas applicable: (i) all rights of self-help, howeverincluding peaceful occupation of real property and collection of rents, set off, and peaceful possession of personal property, (ii) pre-judgment garnishment or attachment of property, (iii) a preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under any provision set forth herein, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of the arbitrator to grant similar remedies that may be requested by a party in a dispute. The agreement to arbitrate set forth in this Section may only be enforced by the Company parties to this Agreement and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be entitled construed pursuant to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of and governed by the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingFederal Arbitration Act, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid9 U.S.C. §1, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenseset seq.

Arbitration. Any dispute or controversy arising arbitration under or in connection with this Agreement shall take place at a location to be settled exclusively agreed by arbitrationthe Parties; provided, conducted before however, that in the event that the Parties are unable to agree on a location for an arbitrator arbitration under this Agreement within five (5) days of the demand therefor, such arbitration shall be held in New York, New York if HPA is the Party that first demanded such arbitration or in accordance with London, England if Emergent is the rules of Party that first demanded such arbitration. Any arbitration under this Agreement shall be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effecteffect (the “AAA Rules”). Judgment may be entered The Parties shall appoint an arbitrator by mutual agreement. If the Parties cannot agree on the arbitration award appointment of an arbitrator within thirty (30) days of the demand for arbitration, an arbitrator shall be appointed in accordance with AAA Rules. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any court having jurisdiction, judicial proceeding instituted to resolve the Dispute submitted to such arbitration in accordance with this Agreement; provided, however, that the Company arbitrator shall be entitled not have the power to seek a restraining order alter, amend or injunction in any court of competent jurisdiction to prevent any continuation of any violation of otherwise affect the terms or the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction this Agreement. Judgment upon any award rendered pursuant to this Section may be granted without requiring entered by any court having jurisdiction over the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationParties other assets. The arbitrator shall require the non-prevailing party have no authority to pay award punitive or any other type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrator's full ’s fees and any administrative fees of arbitration, unless the arbitrator shall otherwise allocate such costs, expenses orand fees between the Parties. The Parties agree that all arbitration awards shall be final and binding on the Parties and their Affiliates. The Parties hereby waive the right to contest the award in any court or other forum. Except to the extent necessary to confirm an award or as may be required by law, if in neither a Party nor an arbitrator may disclose the arbitrator's opinion there is existence, content, or results of an arbitration without the prior written consent of both Parties. In no prevailing partyevent shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, the arbitrator's fees and expenses will controversy or claim would be borne equally barred by the parties thereto. In the event action is brought to enforce the provisions applicable English statute of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenseslimitations.

Arbitration. Any After the procedure set forth in paragraph 36.2, if one of the Parties or one of the signatories considers there are conditions for an amicable solution to the dispute or controversy arising under or referred to in connection with this Agreement such paragraph, it may submit such issue to arbitration ad hoc, using the Arbitration Rules of the United Nations Commission on International Trade Law – UNCITRAL as a parameter, according to the following precepts: the arbitrators shall be settled exclusively appointed as determined by the Arbitration Rules of UNCITRAL; three arbitrators shall be appointed. Each interested party shall choose an arbitrator. The two arbitrators so appointed shall designate the third arbitrator, who shall preside over the panel; upon agreement of the interested parties, a sole arbitrator may be appointed in the events the amounts involved are not high; the city of Rio de Janeiro, Brazil, shall be the seat of the arbitration and the place where the arbitration award is rendered; the language of the arbitration proceeding shall be the Portuguese. However, the interested parties may support the proceeding with testimonies or documents in any other language, if the arbitrators so decide, with no need for a sworn translation; any and all expenses required for installation and development of the arbitration, conducted such as costs and advance payment of arbitrator’s and expert’s fees, shall be exclusively borne by the Contractor. The Contracting Party shall reimburse such amounts only upon a final conviction, as decided by the arbitrators; on the merits, the arbitrators shall decide based on the Brazilian laws; the arbitration award shall be final and its content shall bind the interested parties. Any amounts possibly payable by the Contracting Party or ANP shall be paid off by a special judicial order, except in the event of administrative acknowledgement of the request; and if preliminary injunctions or urgent protective measures are required before an arbitrator in New Yorkarbitration, New York in accordance the interested Party may request them directly from the Judiciary Branch, based on the Applicable Laws and Regulations, and they shall be cancelled if arbitration is not filed within thirty (30) days of the date of effectiveness of the decision. The interested parties may, by mutual agreement, choose to file the arbitration with the International Court of Arbitration of the International Chamber of Commerce or with another notoriously recognized, reputable arbitration panel, according to the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionchamber chosen, provided, however, provided that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 sub-items “b” to “i” of paragraph Erro! Fonte de referência não encontrada. are observed. The interested parties shall have thirty (30) days to choose the arbitration panel. Upon disagreement, the arbitration panel shall be defined by the Contracting Party. If the dispute or 7 controversy involves only entities forming part of the Agreement and Federal Public Administration, the Executive hereby consents that such restraining order or injunction issue may be granted without requiring submitted to the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice Chamber of law; Conciliation and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days Arbitration of the conclusion Federal Administration – CCAF of the arbitration hearing, Office of the arbitrator shall prepare written findings Attorney General of fact and conclusions of lawthe Union. It is mutually agreed The Parties hereby represent to be aware that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally arbitration addressed by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18refers exclusively to disputes arising from the Agreement or related thereto and is intended to settle only litigations related to the equity rights available, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesunder Law No. 9,307/1996.

Arbitration. Any dispute If either the Provider Party or controversy arising under or the Administrator Party wishes to pursue the Dispute as provided in connection with this Agreement Section 6.1, such party shall be settled exclusively by arbitration, submit it to binding arbitration conducted before an arbitrator in New York, New York in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then (“AAA”). In no event may any arbitration be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in effectSection 6.1, or the date of notice of termination. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company Arbitration proceedings shall be entitled to seek conducted by an arbitrator chosen from the National Healthcare Panel at a restraining order mutually agreed upon location within the State. The arbitrator shall not award any punitive or injunction in any court of competent jurisdiction to prevent any continuation exemplary damages of any violation of kind, shall not vary or ignore the provisions of Sections 6 this Agreement, and shall be bound by controlling law. The Parties, CCHN and the Contracted Providers, on behalf of themselves and those that they may now or 7 hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Agreement Provider Party and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company Administrator Party shall bear its own costs and attorneys’ fees related to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed except that the written decision AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be validborne equally by the applicable parties, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered have the authority to award punitive damages against any party to such arbitrationorder otherwise. The arbitrator existence of a Dispute or arbitration proceeding shall require not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the non-prevailing party Provider Party and the Administrator Party shall continue to pay perform its obligations under this Agreement pending the decision of the arbitrator's full fees and expenses or, if in . Nothing herein shall bar either the arbitrator's opinion there is no prevailing party, Provider Party or the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought Administrator Party from seeking emergency injunctive relief to enforce the provisions preclude any actual or perceived breach of this Agreement pursuant to this Section 18Agreement, the non-prevailing parties although such party shall be required obligated to pay file and pursue arbitration at the earliest reasonable attorney's fees and expenses of opportunity. Judgment on the prevailing parties, except that if award rendered may be entered in the opinion of the any court having jurisdiction thereof. Nothing contained in this Article VI shall limit a Party’s right to terminate this Agreement with or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenseswithout cause in accordance with Section 7.2.

Arbitration. Any Executive shall submit any dispute or controversy claim arising under from or relating to the Agreement that cannot be resolved to mandatory and binding arbitration administered by the American Arbitration Association (“AAA”) to be held in connection with this Agreement Houston, Texas, U.S.A. The arbitration shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with the rules terms of the American Plan and the Commercial Arbitration Association then Procedures of the AAA (the “Rules”). The arbitration shall be conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by the two (2) arbitrators; provided, that if the two (2) arbitrators are unable to agree to the selection of the third arbitrator within a period of fifteen (15) days following the date in effectwhich the two (2) arbitrators are selected by the parties pursuant to this Section, the third arbitrator shall instead be selected by the AAA pursuant to the Rules. Judgment Each party in such an arbitration proceeding shall be responsible for the costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the other party in the arbitration except that any and all charges that may be entered on made for the cost of the arbitration and the fees of the arbitrators which shall in all circumstances be paid by the Company. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdictionconnection with or concerning the subject matter of this Agreement, provided, however, that the Company prevailing party shall be entitled to seek a restraining order or injunction recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys’ fees). Notwithstanding the provisions of this Section 9, the Employer may, if it so chooses, bring an action in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought for injunctive relief to enforce the provisions of this Agreement pursuant to this Executive’s obligations under Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses7.

Arbitration. Any dispute or controversy arising under or in connection with related to this Agreement that is neither within the authority of the JCC to resolve nor has been resolved pursuant to Section 11.1, as applicable (excluding, in any event, any dispute relating to patent scope, validity or infringement arising under this Agreement or as to specific performance under Section 13.12(b), shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York arbitration in accordance with the rules then existing International Arbitration Rules of the American Arbitration Association then in effectInternational Centre for Dispute Resolution. Judgment may Upon request by either Party, arbitration will be entered on by a panel of three (3) arbitrators within thirty (30) days of such arbitration request. Each Party shall select one arbitrator and the arbitration award in any court having jurisdiction, provided, however, that the Company third shall be entitled to seek mutually agreed upon in writing by both Parties. In any such arbitration, Otsuka and GW Pharma shall select a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time panel with relevant experience in the practice of law; and pharmaceutical industry. The arbitrators shall, within fifteen (ii15) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the arbitrator shall prepare written essential findings of fact and conclusions on which the award is based, including the calculation of lawany damages awarded. It is mutually agreed that The arbitrators shall be authorized to award compensatory damages, but shall not be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement, the written decision Manufacturing and Supply Agreement or any other agreements contemplated hereunder or thereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief they deem just and equitable and within the scope of this Agreement and/or the Manufacturing and Supply Agreement, as applicable, including, without limitation, an injunction or order for specific performance. Each Party shall bear its own attorney’s fees, costs and disbursements arising out of the arbitrator arbitration and shall pay an equal share of the fees and costs of the arbitrators; provided, however, the arbitrators shall be validauthorized to determine whether a Party is the prevailing Party and if so, bindingto award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the arbitrators. Each Party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a claim between the Parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Judgment upon the award rendered by the panel shall be final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not appealable and may be empowered to award punitive damages against entered in any party to such arbitrationcourt having jurisdiction thereof. The arbitrator Parties shall require be entitled to all discovery in like manner as if the non-prevailing party to pay arbitration were a civil suit in the arbitrator's full fees and expenses orNew York Supreme Court. Any arbitration under this Article 11 shall be held in New York, New York, if GW Pharma instigates proceedings and in London, England if Otsuka initiates proceedings unless the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought Parties hereto mutually agree in writing to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesanother place.

Arbitration. Any dispute failure to perform, controversy or controversy claim arising under out of or in connection with relating to this Agreement or the breach, termination or validity thereof, other than an action for equitable relief or an action by the Company related to breach of Section 8, shall be settled determined exclusively by arbitration, conducted before an arbitrator arbitration in New York, New York accordance with the provisions of this Section 10 and in accordance with the rules of the American Arbitration Association then in effectfor arbitrating commercial matters. Judgment may be entered on the The arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order held in Tucson, Arizona, or injunction in any court of competent jurisdiction to prevent any continuation of any violation of such other location as the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondParties shall mutually agree. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of The arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingbase their award on applicable Nevada law and judicial precedent, the arbitrator and shall prepare accompany their award with written findings of fact and conclusions of law. It is mutually agreed that the written The decision of the arbitrator arbitrators shall be validbinding on the Parties, bindingexcept that either Party may appeal the arbitrators’ decision by filing an action to reconsider the decision of the arbitrators in a court having jurisdiction hereunder. In any such action the arbitrators’ findings of fact shall be conclusive and binding on both Parties and the sole questions to be determined by the court shall be (i) whether or not the arbitrators’ decision was contrary to Nevada law and judicial precedent, final and (ii) if the court determines that the arbitrators’ decision was contrary to Nevada law and judicial precedent, then how the dispute shall be resolved based on the arbitrators’ findings of facts and Nevada law and judicial precedent. The decision of the court as to the resolution of the dispute under Nevada law and judicial precedent shall supersede the arbitrators’ decision. Judgment upon the award rendered by the arbitrators, as modified by the court, if applicable, may be entered in any court having jurisdiction in accordance herewith. All expenses and fees of the arbitrator and expenses for hearing facilities, stenographers, including reasonable attorneys’ fees and the costs of expert witnesses, and other expenses of the arbitrators shall be borne by the non-appealableprevailing Party; provided, provided however, that the parties hereto agree that arbitrators may allocate a portion of such expenses to the arbitrator shall not be empowered to award punitive damages against any party to other Party if the arbitrators believe such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there a measure is no prevailing party, the arbitrator's fees and expenses will be borne equally justified by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses conduct of the prevailing parties, except that if in Parties during the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesarbitration.

Arbitration. Any dispute or controversy arising a. All disputes under or in connection with this Agreement shall be settled exclusively by arbitrationarbitration in Miami, conducted Florida, before an a single arbitrator in New York, New York in accordance with pursuant to the employment rules of arbitration (the “AAA Rules”) of the American Arbitration Association then in effect(the “AAA”). Judgment Arbitration may be commenced at any time by any party hereto giving written notice (the “Arbitration Notice”) to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction, jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the Company arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys’ fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require recover from the non-prevailing party to pay the arbitrator's full reasonable attorneys’ fees (including, without limitation, all such fees, costs and expenses orincident to appellate, if bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 7 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the arbitrator's opinion there is no prevailing party may be entitled. For purposes of this Section 7, “attorneys’ fees” shall include, without limitation, paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement All Disputes not mutually resolved between the parties shall be settled exclusively by arbitrationsubmitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”), conducted before an arbitrator except to the extent (and only to that extent), if any, that a collective bargaining agreement (for example, the WGA) is applicable and requires that a Dispute be resolved pursuant to the arbitration provisions of that collective bargaining agreement (or expressly permits either party to elect such resolution and such party elects such resolution) in New York, New York which case such Dispute shall be resolved in accordance with the rules arbitration provisions of the American collective bargaining agreement. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Association then Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effecteffect at the time the request for arbitration is made (the “Arbitration Rules”). Judgment may The parties agree that the costs of the arbitration will be entered on shared pro rata to the extent permitted by law, including participation, if any, in the Optional Appeal Procedure. The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall have the authority to hear and grant motions to dismiss and/or motions for summary judgment/summary adjudication, applying the standards governing such motions under the Federal Rules of Civil Procedure and shall issue written opinions resolving such motions, if submitted. The arbitrator shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrator will provide a detailed written statement of the final decision, which will be part of the arbitration award (“Award”), and admissible in any court having jurisdictionjudicial proceeding to confirm, provided, however, that correct or vacate the Company Award. Any Award favorable to me shall be entitled limited to seek the fixing of compensation for Company’s use of the submitted Material, which shall bear a restraining order reasonable relation to compensation normally paid by you to persons of my present stature and experience for Company’s use of similar material (which in any event shall not exceed the minimum rate that would be due under the Writers Guild of America Theatrical and Television Basic Agreement in effect as of the date hereof for a made-for-cable, primetime, 30 or injunction 60 minute (as applicable) story and teleplay at “bargain rates” (i.e., excluding minimums payable for pilot scripts, backup scripts, spin-offs, etc.). Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any Los Angeles state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final Award (following appeal, if applicable) within thirty (30) days of such Award being rendered, then the other party will have the right to enforce the final Award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to prevent any continuation an award of any violation all costs, fees and expenses, including, without limitation, reasonable outside attorneys’ fees, incurred in enforcing the Award, to be paid by the party against whom enforcement is ordered. The parties and the arbitrator shall maintain the confidential nature of the provisions of Sections 6 or 7 of the Agreement arbitration proceeding and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of Award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitrator arbitration hearing on the merits or as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision; in all such cases, the parties shall prepare written findings use reasonable efforts to maintain the confidential nature of fact the proceedings, including through efforts to secure appropriate protective orders, instruct witnesses as to confidentiality requirements, and conclusions submit pleadings under seal. The parties waive the right to seek punitive damages for any claim arising out of or relating to this Agreement to the extent permitted by law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the The parties hereto each agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses dispute resolution proceedings will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18conducted only on an individual basis and not in a class, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court consolidated or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesrepresentative action.

Arbitration. Any claim, dispute or controversy arising under out of this Agreement, the interpretation, validity or in connection with enforceability of this Agreement or the alleged breach thereof shall be settled exclusively by arbitrationsubmitted upon the request of either party to binding arbitration in Minneapolis, conducted before an arbitrator Minnesota; provided, however, that this arbitration provision shall not preclude the Company from seeking injunctive relief as provided in New York, New York Section 12. Such arbitration shall proceed in accordance with the then-governing rules of the American Arbitration Association then in effect(“AAA”) for Employment Dispute Resolutions or Commercial Arbitration, at the option of the petitioner. Judgment upon the award rendered may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction and enforced in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of lawjurisdiction. It is mutually agreed that the written decision parties shall choose a single, neutral arbitration from among a panel of the arbitrator shall be valid, binding, final not less then seven (7) proposed arbitrators and non-appealable, provided however, that the parties hereto may have no more than two (2) panels of arbitrators presented to them by the AAA. The parties agree that they will share equally the fees of the arbitrator, and they shall each be responsible for their own attorneys’ fees and costs and any filing fee paid by them unless the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except determines that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each one party shall pay its own attorney's a greater portion of such costs and fees and expensesstates the justification therefor. THE EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES 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 RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.

Arbitration. Any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this (S) 9(N). Failing an adequate resolution by mediation, any controversy or claim arising under out of or in connection with relating to this Agreement or the transactions contemplated hereby, including any controversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall be settled exclusively by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, conducted before if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in New Yorkaccordance with its rules. Except as specifically provided in this (S) 9(N), New York the arbitration shall be conducted in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in effectOrange County, California. Expenses related to the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided herein. The fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationjurisdiction. The arbitrator shall require award the prevailing Party in any arbitration proceeding recovery of its attorneys' fees and other costs in connection with the arbitration from the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesParty.

Arbitration. Any dispute or controversy arising under or Final and binding arbitration in connection accordance with this Agreement Section 10.7 shall be settled exclusively in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, conducted before an then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York York, and the proceedings shall be conducted in accordance with the rules English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the American Arbitration Association then essence in effect. Judgment may be entered on the arbitration award in any court having jurisdictionproceeding. The arbitrator shall, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are within forty-five (i45) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 calendar days of after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the arbitrator shall prepare written essential findings of fact and conclusions on which the award is based, including the calculation of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive any damages against any party to such arbitrationawarded. The arbitrator shall require the be authorized to award compensatory damages, but shall not be authorized to (i) award non-prevailing party economic or punitive damages to pay the arbitrator's full fees and expenses orextent expressly excluded under this Agreement, if in the arbitrator's opinion there is no prevailing partyor (ii) reform, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of modify or materially change this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.any other

Arbitration. Any dispute All disputes arising from or controversy arising under related to the performance of Landlord's Work or in connection with this Agreement the interpretation of the Design Documents shall be settled exclusively by arbitration, conducted before an arbitrator submitted to and resolved in New York, New York in accordance with arbitration under the rules Construction Industry Rules of the American Arbitration Association then Association, before the Arbitrator (as hereinafter defined), in effectBoston, Massachusetts. Any award entered by the Arbitrator shall be final and binding upon the parties thereto. Judgment upon any award rendered by the Arbitrator may be entered on the arbitration award in any court having competent jurisdiction. Notwithstanding the foregoing, provided, however, that the Company shall be entitled disputes with respect to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are whether (i) lawyers engaged full-time the Schematic Design Documents are in compliance with the practice of law; and Preliminary Design Concept, (ii) the Design Development Documents are in compliance with the Schematic Design Development Documents, or (iii) the Final Design Documents are in compliance with the Design Development Documents, shall be summarily decided by the Arbitrator and disputes concerning the achievement of the Substantial Completion Date shall be determined by the Arbitrator, in each case without resort to formal arbitration under the Construction Industry Rules of the American Arbitration Association, and the Arbitrator's decision thereon shall be binding on the AAA register of arbitrators parties. Otherwise, such disputes shall be selected resolved in arbitration as set forth herein. Arbitration proceedings under this Section 10.13 shall, upon motion of any party, be consolidated with arbitration proceedings pending between other parties relating to the Landlord's Work, the same transaction, the same subject matter, and/or involving related substantive rights. All parties hereby consent to such consolidation. In addition to the foregoing, any party to any agreement, whose rights or performance is involved in an arbitratorarbitration proceeding hereunder, may be joined as a party in any arbitration proceeding instituted hereunder. Within 20 days Consolidation and joinder hereunder shall be by order of the conclusion Arbitrator. If the Arbitrator shall fail, upon motion, to make such an order, any party may apply to the Superior Court for Middlesex County, Massachusetts for such an order. Neither party nor the Arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. All administrative fees and expenses of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties theretoparties. In Each party shall bear the event action is brought to enforce the provisions expense of this Agreement pursuant to this Section 18its own counsel, the non-prevailing parties experts, witnesses, and preparation and presentation of proofs. There shall be required a single arbitrator, who shall be experienced as an arbitrator and who shall be either a registered engineer, architect, or general contractor engaged in business in Massachusetts, for at least ten (10) years, and familiar with issues generally similar to pay those in dispute, and who shall not have had any dealings with either party within the reasonable attorney's fees five-year period immediately preceding such dispute (the "Arbitrator"). If Landlord and expenses Tenant are unable to agree upon the Arbitrator within ten (10) days after submission of a dispute to arbitration, then either Landlord or Tenant may request that the then President of the prevailing parties, except that if in Boston Bar Association select the opinion Arbitrator. Each party shall bear half the cost of the court Arbitrator. The right to arbitrate shall not be deemed to be a limitation of the rights or arbitrator deciding remedies of either party in aid of arbitration under any and all applicable laws, unless expressly waived, by such action there is no prevailing partyparty hereto. All arbitration proceedings shall be conducted in Boston, each party shall pay its own attorney's fees and expensesMassachusetts.

Arbitration. Any dispute or controversy Except as set forth in Section 3.1, any disputes arising under or in connection with this Agreement shall Agreement, including, without limitation, those involving claims for specific performance or other equitable relief, will be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with submitted to binding arbitration under the rules Commercial Arbitration Rules of the American Arbitration Association then (the "AAA Rules") under the authority of federal and state arbitration statutes, and shall not be the subject of litigation in effectany forum. Judgment EXCEPT AS SET FORTH IN SECTION 3.1, EACH PARTY, BY SIGNING THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY TRIAL. The arbitration will be conducted only in Denver, Colorado, before a single arbitrator from the staff of the Judicial Arbiter Group, Inc. ("JAG") selected by the parties to such arbitration (or, if JAG is no longer in existence, before a single arbitrator selected by the parties in accordance with the AAA Rules) or, if they are unable to agree on an arbitrator, before a panel of three arbitrators selected from the staff of JAG (or, if JAG is no longer in existence, before a panel of three arbitrators selected in accordance with the AAA Rules), one selected by the Employee, one selected by the Employer and the third selected by the other two arbitrators. The arbitrators shall have full authority to order specific performance and award damages and other relief available under this Agreement or applicable law, but shall have no authority to add to, detract from, change or amend the terms of this Agreement (except as otherwise contemplated by Section 3.5) or existing law. All arbitration proceedings, including settlements and awards, shall be confidential. The decision of the arbitrators will be final and binding, and judgment on the award by the arbitrators may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondjurisdiction. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesTHIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE.

Arbitration. Any dispute or controversy The sole and exclusive method for resolving all disputes under, arising under out of, related to, or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator binding arbitration in New York, New York, in a proceeding administered by the New York, New York in accordance with the rules Office of the American Arbitration Association then (“AAA”) in effectaccordance with the Commercial Dispute Resolution and Procedures of the Arbitration Rules of the AAA (the “Rules”). Judgment may The arbitration shall be entered on conducted by a single arbitrator jointly appointed by the arbitration award in any court having jurisdiction, parties; provided, however, that if the Company shall be entitled parties fail after good faith negotiation to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) agree on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 arbitrator within thirty (30) days of the conclusion of the arbitration hearingafter one party’s call for arbitration, the arbitrator shall prepare written findings be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of fact either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. It is mutually agreed that Each party shall bear all of its own costs and expenses related to any arbitration pursuant to this Section 23, including reasonable fees and costs of attorneys and experts and the written fees and costs of the arbitrator, and the prevailing party shall not be entitled to recover any such costs and expenses from the non-prevailing party. The decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationbinding. The arbitrator shall require the non-prevailing party shall be entitled to pay apply to, and obtain from, a court or tribunal having jurisdiction, an order enforcing the arbitrator's full fees and expenses or, if ’s decision. Notwithstanding anything contained in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, 23 to the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing partycontrary, each party shall pay its own attorney's fees have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and expensesthis Section 23 shall not limit the remedies granted the Company in Section 7(k).

Arbitration. Any dispute Except as otherwise provided in Section 17, any controversy or controversy claim between the Company or any of its affiliates and the Executive arising under out of or in connection with relating to this Agreement or its termination or any other dispute between the parties, whether arising in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized will be settled and determined by a single arbitrator whose award will be accepted as final and binding upon the parties. The arbitration shall be settled exclusively by arbitrationconducted in Chicago, conducted before an arbitrator in New York, New York Illinois and in accordance with the rules of the American Arbitration Association then (“AAA”) Employment Arbitration Rules in effecteffect at the time such arbitration is properly initiated. To the extent that any of the AAA rules or anything in the Agreement conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern. The costs of the arbitration, including administrative fees and fees charged by the arbitrator, will be borne by the Company. Each party will bear its or his own travel expenses and attorneys’ fees: provided, however that the arbitrator (i) shall award attorneys’ fees to the Executive with respect to any claim for breach of this Agreement on which he is the prevailing party and may award attorneys’ fees to the Executive as otherwise allowed by law and (ii) shall award attorneys’ fees to the Company with respect to any claim brought under Section 17 on which it is the prevailing party and may award attorneys’ fees to the Company with respect to any other claim on which it is the prevailing party and it is determined by the arbitrator that such claim by the Executive was frivolous in that it presented no colorable arguments for recovery; but the maximum amount of attorneys’ fees that may be awarded to the Company other than with respect to any claim brought under Section 17 shall not exceed one hundred thousand dollars ($100,000). The arbitration shall be instead of any civil litigation; and the Executive hereby waives any right to a jury trial. The arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. In any situation in which emergency injunctive relief may be necessary, either party may seek such relief from a court until such time as the arbitrator is able to address the matter covered by this Section 21. Both parties agree that the state and federal courts located in Chicago, Illinois, will be the sole venue for any such action involving emergency injunctive relief, and the parties submit to personal jurisdiction in these courts for this purpose. Judgment upon any award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesthereof.

Arbitration. Any dispute dispute, claim or controversy based on, arising under out of or in connection with relating to Consultant’s service or this Agreement shall be settled exclusively by arbitrationfinal and binding arbitration in San Diego, conducted California, before an a single neutral arbitrator in New York, New York in accordance with the rules of JAMS Employment Arbitration Rules and Procedures (the American Arbitration Association then in effect. Judgment “Rules”), and judgment on the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Consultant and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the Company prevailing party shall be entitled reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Consultant’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to seek a restraining order this sentence shall terminate on the tenth (10th) anniversary of the date of Consultant’s termination of service. Other costs of the arbitration, including the cost of any record or injunction transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Consultant’s service. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction to prevent jurisdiction. Seeking any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator relief shall not be empowered deemed to award punitive damages against any party be a waiver of such party’s right to such compel arbitration. The arbitrator shall require Both Consultant and the non-prevailing party Company expressly waive their right to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesa jury trial.

Arbitration. Any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this (S) 10(o). Failing an adequate resolution by mediation, any controversy or claim arising under out of or in connection with relating to this Agreement or the transactions contemplated hereby, including any controversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall be settled exclusively by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, conducted before if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in New Yorkaccordance with its rules. Except as specifically provided in this (S) 10(o), New York the arbitration shall be conducted in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in effectDade County, Florida. Expenses related to the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided herein. The fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationjurisdiction. The arbitrator shall require award the non-prevailing party to pay the arbitrator's full Party in any arbitration proceeding recovery of its attorneys' fees and expenses or, if other costs in connection with the arbitrator's opinion there is no arbitration from the non- prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesParty.

Arbitration. Any controversy, dispute or controversy claim arising under out of or relating in connection with any way to this Agreement shall or the other agreements contemplated hereby or the transactions arising hereunder or thereunder that cannot be resolved by negotiation pursuant to paragraph (a) above shall, be settled exclusively by arbitration, conducted before an arbitrator binding arbitration in New York, New York Hong Kong and in accordance with the rules current Commercial Arbitration Rules of the American Arbitration Association then International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in effectturn shall select a third arbitrator. Judgment may be entered on The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in any court having jurisdictionthe judgment of the arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, provided, however, except that the Company arbitrator shall be entitled have the power in his or her sole discretion, on application by any party, to seek a restraining order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing. The arbitrator shall render his or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 her award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided in this Section 16.15 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the arbitrator shall prepare written findings of fact status quo until such time as the arbitration panel is convened and conclusions of lawavailable to hear such party's request for temporary relief. It is mutually agreed that the written decision of The award rendered by the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not subject to judicial review and judgment thereon may be empowered to entered in any court of competent jurisdiction. Any monetary award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions made and payable in U.S. dollars free of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court any tax or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesother deduction.

Arbitration. Any As a condition precedent to any right of action hereunder, any dispute arising out of the interpretation, performance or controversy arising under breach of this Agreement, including the formation or in connection with this Agreement validity thereof, shall be settled exclusively submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in writing and sent certified mail, return receipt requested. One arbitrator shall be chosen by arbitrationeach party and the two arbitrators shall, conducted before instituting the hearing, choose an impartial third arbitrator in New Yorkwho shall preside at the hearing. If either party fails to appoint its arbitrator within thirty (30) days after being requested to do so by the other party, New York in accordance with the latter, after ten (10) days notice by certified mail of its intention to do so, may appoint the second arbitrator. If the two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall be disinterested active or retired executive officers of insurance or reinsurance companies, Underwriters at Lloyd's London not under the control of either party to this Agreement, or a qualified arbitrator supplied by the AAA. Within thirty (30) days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Arbitration shall take place in Des Moines, Iowa. Insofar as the American Arbitration Association then arbitration panel looks to substantive law, it shall consider the law of the State of Illinois. The decision of any two arbitrators when rendered in effectwriting shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered on the arbitration award in any court having jurisdiction, provided, however, that jurisdiction thereof. Each party shall bear the Company expense of its own arbitrator and shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation jointly and equally bear with the other party the cost of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an third arbitrator. Within 20 days of the conclusion The remaining costs of the arbitration hearingshall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the arbitrator shall prepare written findings of fact and conclusions of extent permitted by law. It The panel is mutually agreed that the written decision prohibited from awarding punitive, exemplary or treble damages, of the arbitrator shall be validwhatever nature, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against in connection with any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of arbitration proceeding concerning this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesAgreement.

Arbitration. Any dispute In the event any Dispute is not resolved by the CEOs within thirty (30) days after receipt of the written notice of such Dispute provided by a Party to the other Party pursuant to Section 12.1, then MDCO and Eagle shall resolve such Dispute by final and binding arbitration. Whenever MDCO or controversy arising under or in connection with this Agreement Eagle decides to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Arbitration shall be settled exclusively by arbitration, conducted before an arbitrator held in the metropolitan area of New York, New York in accordance with York, USA, according to the then-current commercial arbitration rules of the American Arbitration Association then (“AAA”), except to the extent such rules are inconsistent with this ARTICLE 12. The arbitration will be conducted by a panel of three (3) arbitrators appointed in effectaccordance with AAA rules; provided that each of MDCO and Eagle shall within thirty (30) days after the institution of the arbitration proceedings appoint one arbitrator each, and such arbitrators shall select, if available, a third arbitrator within thirty (30) days thereafter. If the two first arbitrators are unable to select a third arbitrator within such period, the third arbitrator shall be appointed in accordance with AAA rules. Any arbitrator chosen hereunder shall have educational training and industry experience sufficient to demonstrate a reasonable level of relevant scientific, financial, medical and industry knowledge. All arbitrators eligible to conduct the arbitration must agree to render their opinion(s) as soon as reasonably practicable following the final arbitration hearing. The proceedings and decisions of the arbitrators shall be confidential, final and binding on all of the Parties. Judgment on the award so rendered may be entered on in a court having jurisdiction thereof. The attorneys’ fees of the Parties in any arbitration, fees of the arbitrators and costs and expenses of the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek borne by the Parties as determined by the arbitrators. Nothing in this Section 12.2 will preclude either Party from seeking equitable relief in accordance with Section 12.3 or interim or provisional relief from a restraining order or injunction in any court of competent jurisdiction jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a Dispute either prior to prevent or during any continuation arbitration if necessary to protect the interests of any violation of such Party or to preserve the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of status quo pending the arbitration hearingproceeding. Notwithstanding the foregoing, the arbitrator shall prepare written findings Parties are not required to resolve Disputes related to ownership, filing, prosecution, maintenance, defense or enforcement of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement Patents pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses12.2.

Arbitration. Any dispute unresolved Dispute or controversy Selected Dispute between the Parties arising under out of or in connection with this Agreement shall be settled exclusively resolved by final and binding arbitration. Whenever a Party decides to institute arbitration proceedings, conducted before an arbitrator it shall give written notice to that effect to the other Party. Arbitration shall be held in New York, New York York, according to the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) in effect at the Effective Date, except as they may be modified herein or by mutual agreement of the Parties. All arbitration proceedings shall be CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. conducted by three (3) arbitrators unless otherwise mutually agreed by the Parties. The claimant and the respondent shall each nominate an arbitrator in accordance with the rules ICC Rules, and the third arbitrator, who shall be the president of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionarbitral tribunal, provided, however, that the Company shall be entitled to seek a restraining order or injunction appointed by the two (2) Party-appointed arbitrators in any court of competent jurisdiction to prevent any continuation of any violation of consultation with the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondParties. Only individuals who are The arbitrators shall: (i) lawyers engaged full-time in the practice be disinterested, neutral, and independent from both Parties and all of lawtheir respective Affiliates; and (ii) on have the AAA register of arbitrators requisite experience and expertise in licensing and partnering agreements in the pharmaceutical and biotechnology industries, shall have appropriate experience with respect to the subject matter(s) to be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingarbitrated, the arbitrator and shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party have some experience in mediating or arbitrating issues relating to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties theretoagreements. In the event action is brought case of any Dispute involving an alleged failure to enforce the provisions of this Agreement pursuant to this Section 18use Commercially Reasonable Efforts, the non-prevailing parties arbitrators shall in addition be required an individual with experience and expertise in the worldwide development and commercialization of pharmaceuticals and the business, legal and scientific considerations related thereto. The Arbitrators shall have the authority to pay the reasonable attorney's fees and expenses engage additional experts as necessary in order to facilitate resolution of the prevailing partiesDispute or Selected Dispute, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesas applicable.

Arbitration. Any dispute or controversy a. In order to expedite the resolution of legal disputes, the parties agree to have disputes arising under or in connection with this Agreement shall be finally settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with the rules of established in Exhibit H, which decision shall be binding on the parties. The parties further agree that the first such arbitration proceeding initiated by either party shall be conducted at a location and under the auspices and arbitration rules (either the American Arbitration Association then in effect. Judgment may be entered on Rules or the arbitration award in any court having jurisdiction, provided, however, Rules of Conciliation and Arbitration of the International Chamber of Commerce) selected by the non-complaining party; provided that the Company English shall be entitled to seek a restraining order or injunction the official language of all arbitration proceedings. For all subsequent arbitrations, the selection of location and choice of rules shall alternate between the parties, I.E., if the Licensor is the complaining party in any court the first arbitration under this Section, Licensee shall select the location and choice of competent jurisdiction to prevent any continuation rules for that arbitration and for the third, fifth, seventh, ET SEQ. arbitrations, and Licensor shall select the location and choice of any violation of rules for the second, fourth, sixth, ET SEQ. arbitrations. The parties further agree that notwithstanding this provision, either party may, consistent with the provisions of Sections 6 Section 17 herein, seek immediate injunctive relief in court prior to the initiation or 7 pending resolution, of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time any dispute in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require If the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing partydoes not comply with an arbitration decision, the arbitratorprevailing party therein may immediately enforce the arbitration decision in an equitable proceeding in court with both parties' court costs and related attorney's fees and expenses will be borne equally paid by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties party in the arbitration, unless the arbitration decision is modified, or not upheld or enforced, in which case each side shall be required to pay the reasonable bear its own costs and attorney's fees and expenses fees. Notwithstanding anything in this Section 26(a), Licensor or Hugo Boss may seek to enforce any of its rights to prevent the prevailing partiesunauthorized manufacture, except that if sale or distribution of Licensed Products against any entity in any tribunal anywhere in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesworld.

Arbitration. Any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this Section 10(n). Failing an adequate resolution by mediation, any controversy or claim arising under out of or in connection with relating to this Agreement or the transactions contemplated hereby, including any controversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall be settled exclusively by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, conducted before if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in New Yorkaccordance with its rules. Except as specifically provided in this Section 10(n), New York the arbitration shall be conducted in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in effectHouston, Texas. Expenses related to the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided herein. The fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationjurisdiction. The arbitrator shall require award the non-prevailing party to pay the arbitrator's full Party in any arbitration proceeding recovery of its attorneys' fees and expenses or, if other costs in connection with the arbitrator's opinion there is no arbitration from the non- prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesParty.

Arbitration. Any dispute or controversy (a) Except with respect to disputes and claims arising under the Nonsolicitation and Confidentiality Agreement (which the parties hereto may pursue in any court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of his or in connection with this Agreement shall be settled exclusively its own attorneys' fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, conducted before an arbitrator pursuant to the procedures set forth in New York, New York in accordance with the rules National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the "AAA Rules"), shall be the sole and exclusive method for resolving any claim or dispute ("Claim") arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. Judgment may The parties hereto agree that (i) one arbitrator shall be entered appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Los Angeles, California, (iii) each party to the arbitration shall bear his or its own costs and expenses (including, without limitation, all attorneys' fees and expenses, except to the extent otherwise required by applicable law) and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator's fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced, the costs of mediation as set forth in subparagraph (b) below, and the fees and expenses of attorneys, accountants and other experts) to the parties hereto based upon the relative fault of each such party as determined by the arbitrator. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this paragraph 18 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the federal courts (and, if jurisdiction in the federal courts is not proper, then the state courts) sitting in Los Angeles, California, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the arbitration award in any court having grounds of personal jurisdiction, provided, however, venue or inconvenience of the forum. Each party hereto further agrees that the Company shall be entitled to seek a restraining order or injunction each other party hereto may initiate litigation in any court of competent jurisdiction to prevent execute any continuation of judicial judgment enforcing or not enforcing any violation award, judgment or determination of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 6, 7 and 8 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (ia) lawyers engaged full-time in the practice of law; and (iib) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 1822, (x) if the Executive prevails in such action, the non-prevailing parties Company shall be required to pay the reasonable attorney's fees and expenses of the prevailing partiesExecutive and (y) if the Company prevails in such action or if, except that if in the opinion of the court or arbitrator deciding such action action, there is no prevailing party, each party shall pay his or its own attorney's fees and expenses.

Arbitration. Any dispute or controversy The sole and exclusive method for resolving all disputes under, arising under out of, related to, or in connection with this Agreement shall be settled exclusively binding arbitration in Atlanta, Georgia, in a proceeding administered by arbitration, conducted before an arbitrator in New York, New York in accordance with the rules Atlanta Office of the American Arbitration Association then (“AAA”) in effectaccordance with the Commercial Dispute Resolution and Procedures of the Arbitration Rules of the AAA (the “Rules”). Judgment may The arbitration shall be entered on conducted by a single arbitrator jointly appointed by the arbitration award in any court having jurisdiction, parties; provided, however, that if the Company parties fail after good faith negotiation to agree on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. The prevailing party shall be entitled to seek a restraining order or injunction in any court recover from the non-prevailing party, as determined by the arbitrator, all of competent jurisdiction to prevent any continuation its costs and expenses, including reasonable fees and costs of any violation attorneys and experts and the fees and costs of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written The decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationbinding. The arbitrator shall require the non-prevailing party shall be entitled to pay apply to, and obtain from, a court or tribunal having jurisdiction, an order enforcing the arbitrator's full fees and expenses or, if ’s decision. Notwithstanding anything contained in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, 23 to the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing partycontrary, each party shall pay its own attorney's fees have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and expensesthis Section 23 shall not limit the remedies granted the Company in Section 7(k).

Arbitration. Any dispute arising out of or controversy arising under relating to this Change of Control Agreement or the alleged breach of it, or the making of this Change of Control Agreement, including claims of fraud in connection with this Agreement the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled exclusively by binding arbitration, conducted before . Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced business law or business litigation for at least 10 years. If the parties cannot agree on an arbitrator in New Yorkwithin 20 days, New York in accordance with any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Change of Control Agreement, and the commercial arbitration rules of the American Arbitration Association then in effectAssociation, unless such rules are inconsistent with the provisions of this Change of Control Agreement. Judgment Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be entered on brought to the arbitration attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award in any remedy or relief that a court having jurisdiction, of this state could order or grant; provided, however, that the Company shall be entitled to seek a restraining order punitive or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator exemplary damages shall not be empowered to award punitive damages against any party to such arbitrationawarded. The arbitrator shall require the non-prevailing party to pay Unless otherwise ordered by the arbitrator's full fees and expenses or, if the parties shall share equally in the arbitrator's opinion there is no prevailing party, payment of the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in arbitrator. The arbitrator may award to the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees if any, as determined by the arbitrator, all of the prevailing party’s costs and fees, including the arbitrator’s fees, and expenses, and the prevailing party’s travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

Arbitration. Any dispute dispute, claim or controversy based on, arising under out of or in connection with relating to Executive’s employment or this Agreement shall be settled exclusively by arbitrationfinal and binding arbitration in San Diego, conducted California, before an a single neutral arbitrator in New York, New York in accordance with the rules of JAMS Employment Arbitration Rules and Procedures (the American Arbitration Association then in effect. Judgment “Rules”), and judgment on the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that Executive shall retain the Company right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any similar state agency in any applicable jurisdiction); provided, further, that Executive shall not be entitled to seek a restraining order obtain any monetary relief through such agencies other than workers’ compensation benefits or injunction unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction to prevent jurisdiction. Seeking any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator relief shall not be empowered deemed to award punitive damages against any party be a waiver of such party’s right to such compel arbitration. The arbitrator shall require Both Executive and the non-prevailing party Company expressly waive their right to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesa jury trial.

Arbitration. Any Employee shall submit any dispute or controversy claim arising under from or relating to the Agreement that cannot be resolved to mandatory and binding arbitration administered by the American Arbitration Association (“AAA”) to be held in connection with this Agreement Houston, Texas, U.S.A., except as otherwise required by law. The arbitration shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with the rules terms of the American Plan and the Commercial Arbitration Association then Procedures of the AAA (the “Rules”). The arbitration shall be conducted before a panel of three (3) arbitrators from the AAA National Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by the two (2) arbitrators; provided, that if the two (2) arbitrators are unable to agree to the selection of the third arbitrator within a period of fifteen (15) days following the date in effectwhich the two (2) arbitrators are selected by the parties pursuant to this Section, the third arbitrator shall instead be selected by the AAA pursuant to the Rules. Judgment Each party in such an arbitration proceeding shall be responsible for the costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the other party in the arbitration except that any and all charges that may be entered on made for the cost of the arbitration and the fees of the arbitrators which shall in all circumstances be paid by the Company. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdictionconnection with or concerning the subject matter of this Agreement, provided, however, that the Company prevailing party shall be entitled to seek a restraining order or injunction recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys’ fees). Notwithstanding the provisions of this Section 7, the Company may, if it so chooses, bring an action in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought for injunctive relief to enforce the provisions of this Agreement pursuant to this Employee’s obligations under Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses5.

Arbitration. Any If the Senior Managements are not able to resolve such dispute or controversy arising referred to them under or in connection with this Agreement Section 11.2 within such [***] day period, then such dispute shall be settled exclusively resolved by arbitration, conducted before final and binding arbitration as follows: The Parties shall select a mutually agreeable arbitrator who has significant relevant experience in the subject matter of the disputed issue and no affiliation or pre-existing relationship with either Party. If the Parties cannot agree on an arbitrator within [***] days after the end of the [***] day period referred in New YorkSection 11.2 (or with respect to a Disputed Matter described in Section 11.4, New York after referral by a Party of such Disputed Matter to arbitration), either Party may request the Judicial and Mediation Services (“JAMS”) in San Francisco, CA to appoint an arbitrator on behalf of the Parties in accordance with the commercial arbitration rules of JAMS, and the American Arbitration Association then proceeding shall be conducted in effectaccordance with JAMS rules. The arbitrator may decide any issue as to whether, or as to the extent to which, any dispute is subject to the arbitration and other dispute resolution provisions in this Supply Agreement. The arbitrator must base the award on the provisions of this Supply Agreement and must render the award in a writing which must include an explanation of the reasons for such award. Judgment upon the award rendered by the arbitrator may be entered on the arbitration award in by any court having jurisdiction, provided, however, that the Company jurisdiction thereof. The arbitrator’s fees and expenses shall be entitled shared equally by the Parties, unless the arbitrator in the award assesses such fees and expenses against one of the Parties or allocates such fees and expenses other than equally between the Parties. Each Party shall bear and pay its own expenses incurred in connection with any dispute resolution under this Section 11.3. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Supply Agreement or otherwise, to seek a restraining order or injunction in and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to prevent any continuation protect the rights or property of any violation such Party, pending the selection of the provisions of Sections 6 arbitrator hereunder or 7 of pending the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written ’s decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered dispute subject to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any If any dispute or controversy arising arises under or in connection with this Agreement Agreement, is not resolved within a commercially reasonable time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before an a single neutral arbitrator in New York, New York at a location mutually agreed between the Company and Executive within the state of the Company’s headquarters at such time in accordance with the rules Employment Arbitration Rules & Procedures of the American Arbitration Association JAMS (“JAMS”) then in effect, in accordance with this Section 13(h), except as otherwise prohibited by any nonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret and enforce this Agreement in accordance with its express terms, and otherwise in accordance with the governing law as set forth in Section 13(a). Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company either Party shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company other Party to post a bond. Only Unless the parties otherwise agree, only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against enforceable by any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties theretocourt of competent jurisdiction. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 1813(h), the non-prevailing parties arbitrator shall be required have authority to pay the reasonable attorney's award fees and expenses of costs to the prevailing partiesparty, except that if in accordance with applicable law. If in the opinion of the court or arbitrator deciding such action there is no prevailing party, then each party shall pay its own attorney's ’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration. The Company may also enjoin by Court action any breach of Sections 5-6 or 7 as permitted by Section 8.

Arbitration. Any dispute controversy or controversy claim arising under out of or relating to this Agreement, or any alleged breach hereof shall be finally determined by a single arbitrator, jointly selected by the Employee and Employer, provided that if Employee and Employer are unable to agree upon a single arbitrator after reasonable efforts, the arbitrator shall be an impartial arbitrator selected by the American Arbitration Association. Each party hereto shall share equally the costs of the arbitrator, and the parties agree that the costs of arbitration shall not be subject to reapportionment by the arbitrator; provided, however, that if following a termination of Employee’s employment that follows a Change in Control or if following a termination of Employee’s employment for Good Reason that follows any person other than Xxxxx X. Xxxxx or Xxxxxx X. Xxxxxxx commencing service as the senior most executive officer of Mednax, Employee seeks arbitration to enforce the terms of this Agreement, Employer shall bear all costs associated with such arbitration, including but not limited to all costs of the arbitrator, and shall reimburse Employee on a monthly basis for his reasonable legal and other expenses, including all fees, incurred in connection with this Agreement any such arbitration. The arbitration proceedings shall be settled exclusively held in Sunrise, Florida, unless otherwise mutually agreed by arbitrationthe parties, and shall be conducted before an arbitrator in New York, New York in accordance with the rules of the American Arbitration Association National Rules for the Resolution of Employment Disputes then in effect. Judgment on the award rendered by the arbitration panel may be entered on and enforced by any court having jurisdiction thereof. Any such arbitration shall be treated as confidential by all parties thereto, except as otherwise provided by law or as otherwise necessary to enforce any judgment or order issued by the arbitration award arbitrators. Notwithstanding anything herein to the contrary, if Employer or Employee shall require immediate injunctive relief, then the party shall be entitled to seek such relief in any court having jurisdiction, and if the party elects to do so, the other party hereby consents to the jurisdiction of the state and federal courts sitting in the State of Florida and to the applicable service of process. Employee and Employer hereby waive and agree not to assert, to the fullest extent permitted by applicable law, any claim that (i) they are not subject to the jurisdiction of such courts, (ii) they are immune from any legal process issued by such courts and (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. In the event that either party hereto brings suit seeking injunctive relief, the party found to be at fault shall pay all reasonable court costs and attorneys’ fees of the other, whether such costs and fees are incurred in a court of original jurisdiction or one or more courts of appellate jurisdiction. Notwithstanding the foregoing, in the event that Employer brings suit against Employee seeking injunctive relief, Employer agrees to advance all of Employee’s reasonable legal and other expenses, including all fees, incurred by the Employee in connection with such action, provided, however, that the Company if Employer ultimately prevails in seeking injunctive relief, Employee shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that reimburse Employer all such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full advanced legal fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and other expenses.

Arbitration. Any dispute The parties agree that any and all disputes, controversies or controversy claims of any nature whatsoever relating to, or arising under or in connection with out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled exclusively by arbitrationmandatory arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (the “Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), conducted before mutually agreeable to Company and Executive, shall preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties; (B) in the event that Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in New York, New York in accordance with the rules for the selection of neutral arbitrators, who shall be the American Arbitration Association then in effect. Judgment “Arbitrator” for the purposes of this paragraph 13; (C) the place of arbitration shall be Southfield, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the arbitration award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the Company time permitted for discovery shall not exceed eight (8) weeks and each party shall be entitled limited to seek two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a restraining order or injunction in any court of competent jurisdiction to prevent any continuation basis for dismissal of any legal action brought in violation of the provisions duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of Sections 6 any dispute, controversy or 7 claim hereunder and that the Arbitrator shall schedule the timing of discovery and of the Agreement and hearing consistent with that intent. Notwithstanding anything to the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time contrary herein, nothing contained in the practice of law; and (ii) on the AAA register of arbitrators this paragraph shall be selected as an arbitrator. Within 20 days construed to preclude Company from obtaining injunctive or other equitable relief to secure specific performance or to otherwise prevent Executive’s breach of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions paragraph 10 of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesAgreement.

Arbitration. Any If a legally cognizable dispute arises out of or controversy arising under or in connection with relates to this Agreement or the breach, termination or validity thereof, or the compensation, promotion, demotion, discipline, discharge or terms and conditions of employment of the Employee, if said dispute cannot be resolved through direct discussions, the parties voluntarily agree to settle the dispute by binding arbitration before the American Arbitration Association ("AAA"). The arbitration shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York proceed in accordance with the rules Employment Dispute Resolution Rules of the American Arbitration Association then AAA in effect. Judgment effect on the date of the demand for arbitration, and judgment upon the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction, jurisdiction thereof; provided, however, that this Section shall not generally apply to claims or disputes involving the Company shall be entitled to seek a restraining order breach or injunction in any court of competent jurisdiction to prevent any continuation alleged breach by Employee of any violation of the provisions of covenants or obligations set forth in Sections 6 or 4 and/or 7 of this Agreement, except that disputes involving the Agreement and unauthorized use or disclosure of Trade Secrets or Confidential Information, or involving or concerning unfair competition or the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the noncompete provisions of this Agreement Agreement, may, at the Company's discretion, be settled by any court having jurisdiction thereof or decided by arbitration pursuant to this Section 18section. Disputes subject to binding arbitration pursuant to this section include all tort and contract claims as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances including, but not limited to, Title VII of the non-prevailing parties Civil Rights Act of 1964, as amended; the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; and the Employee Retirement Income Security Act of 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the Company's subsidiaries, affiliated and successor companies, agents and employees. Each party shall be required to pay the reasonable attorney's for its own fees and expenses of the prevailing parties, arbitration except that if in the opinion cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party are subject to reimbursement from the other party at the discretion of the arbitrator. This arbitration provision shall not apply to any claim arising in a state that bars or arbitrator deciding prohibits the arbitration of such action there is no prevailing party, each party shall pay its own attorney's fees and expensesclaims.

Arbitration. Any dispute The Potato Expo and Exhibitor shall attempt in good faith to resolve any controversy or controversy claim by negotiation or mediation. If they are unable to do so, the controversy(is) or claim(s) whether arising under these rules and regulations or in connection with this Agreement otherwise (collectively “Disputes”), shall be settled exclusively resolved by arbitration, conducted before an arbitrator in New York, New York . All Disputes for arbitration shall be presented to one or more arbitrator(s) in accordance with the then-current Commercial Arbitration Rules and Mediation rules and the laws of the American District of Columbia, without regard to conflict of law principles. Arbitration Association then shall be binding and shall afford the parties the same options for damage awards as would be available in effectcourt. Judgment may Potato Expo and Exhibitor shall allow discovery, and all discovery disputes shall be entered on the arbitration award decided exclusively by arbitration. Any damages shall be awarded only in any court having jurisdiction, providedaccordance with applicable law. The parties shall share equally in all fees and expenses of arbitration. Each party, however, that shall bear the Company expense of its own counsel, experts, witnesses, and preparation and presentation of evidence. In connection with any action seeking to collect monies awarded through the arbitration process, the prevailing party shall be entitled to seek a restraining order recover reasonable attorneys’ fees and costs. In any such arbitration proceeding or injunction action seeking to collect monies awarded through the arbitration process, Potato Expo and Exhibitor consent to venue and jurisdiction in any court the District of competent jurisdiction Columbia. Entire Agreement The Exhibitor Terms & Agreement terms represent the entire agreement (“Agreement”) between Exhibitor and the Potato Expo, and there are no other agreements, understandings, representation, or warranties. Any modification of this Agreement must be agreed to prevent any continuation of any violation in writing by Exhibitor and the Potato Expo. This Agreement cannot be assigned or otherwise transferred by Exhibitor, unless permission is granted in writing by the Potato Expo. The rights of the provisions of Sections 6 or 7 of the Potato Expo under this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if deemed waived except as specifically stated in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally writing signed by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses an authorized officer of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesPotato Expo.

Arbitration. Any dispute or controversy Except as provided in Sections 7.13 and 15.1, all disputes arising under or between the parties in connection with this Agreement shall be settled exclusively by arbitrationthrough friendly consultations between the parties and if no agreement can be reached through consultations, conducted before an arbitrator they shall be submitted to arbitration for settlement. The arbitration shall take place in New York, New York York, and be conducted by the American Arbitration Association in accordance with the commercial arbitration rules thereof (the "RULES") except as modified hereby. All necessary determinations, including the arbitration decision, shall be made by a panel of three arbitrators (the "PANEL"). Within ten (10) days after delivery of a notice of arbitration, each of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company two parties shall be entitled to seek select one arbitrator as a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation member of the provisions of Sections 6 or 7 Panel. The two parties shall select as the third member of the Agreement Panel an independent arbitrator with no past or current business affiliations with either party, and if the Executive hereby consents that parties cannot agree on such restraining order or injunction may be granted without requiring the Company to post independent arbitrator within ten (10) days after delivery of a bond. Only individuals who are (i) lawyers engaged full-time in the practice notice of law; and (ii) on the AAA register of arbitrators arbitration, such independent arbitrator shall be selected as an arbitratorin accordance with the Rules. Within 20 The Panel shall establish a schedule of discovery and hearing such that the Panel's final written decision shall be issued within one hundred and twenty (120) days after selection of the conclusion independent arbitrator serving on the Panel. Each party must produce all relevant non-privileged documents requested by the other party within thirty (30) days after the request therefor. The Panel's decision must be in writing and shall set forth the reasons therefor. Such decision shall be conclusive determination of the matter and binding on the parties, shall have the effect of an arbitration hearingaward, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not (to the extent permitted by applicable law) be empowered to award punitive damages against contested by any party to such arbitrationof them. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing of an arbitrator selected by a party shall be borne by such party, the arbitrator's . The fees and expenses will of the third independent arbitrator shall initially be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18parties, the non-prevailing parties and shall be required to pay allocated between the reasonable attorney's fees and expenses parties in accordance with the final decision of the prevailing partiesPanel, except that if in which decision shall allocate such fees between the opinion of parties as determined by the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesPanel.

Arbitration. Any dispute If a Dispute is not resolved pursuant to Section 16.14 within the period provided therein, any party or controversy arising Party may demand arbitration administered by the LCIA under or its rules presently in connection with this Agreement force (the “Rules”). The decision of the arbitration panel shall be settled exclusively by arbitrationfinal and binding on the Parties, conducted before an arbitrator in New York, New York in accordance with the rules of the American Arbitration Association then in effectand it will not be subject to any appeal or proceedings to vacate. Judgment The arbitration award may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction enforced in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondjurisdiction. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion The situs of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator any evidentiary proceedings shall be valid, binding, final London and non-appealable, provided however, that all proceedings and submissions shall be in the parties hereto agree that English language. The panel may conduct proceedings in other locations if necessary for the arbitrator shall not be empowered to award punitive damages against any party to taking of evidence or as otherwise agreed by the Parties involved in such arbitration. The arbitration panel shall consist of three members, one to be appointed by Iveco, one to be appointed by Nikola, and the third arbitrator, who shall preside over the arbitration panel, to be chosen by the two Party-appointed arbitrators. If either Iveco or Nikola fails to appoint an arbitrator or the two Party-appointed arbitrators fail to appoint the third within the time periods prescribed below, then the appointments shall require be made by the nonSecretariat of the LCIA pursuant to the Rules. Arbitration may be commenced by any Party by giving written notice setting out the nature of the dispute to each other Party and to the LCIA pursuant to the Rules. Within 5 calendar days of such notice, the party demanding arbitration shall appoint its arbitrator. Within 15 calendar days of that appointment, the other party shall appoint its arbitrator. Within 30 calendar days after the appointment of both Party-prevailing party appointed arbitrators, those two Party-appointed arbitrators shall appoint the third arbitrator. Except as required by applicable Law, none of Iveco, Nikola or the arbitration panel may disclose the existence, content or results of the arbitration unless and to pay the arbitrator's full fees extent that disclosure is required by applicable Law or is necessary for permitted court proceedings. The arbitration panel shall be authorized to award monetary damages and expenses orto grant injunctive relief, if including interim relief pending the final award. Any interim or provisional measure in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally form of conservatory or injunctive relief ordered by the parties theretoarbitration panel shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability. In For the event action is brought to enforce the provisions avoidance of this Agreement pursuant to doubt, nothing in this Section 18, should be interpreted to preclude any party from seeking interim relief from a court of competent jurisdiction prior to the non-prevailing parties formation of the arbitration panel. Any monetary award may include interest and shall be required stated and payable in U.S. currency. The arbitration panel is not authorized to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court award punitive or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesexemplary damages.

Arbitration. Any dispute Arbitration of disputes or controversy arising claims (each, a “Claim”) between the parties under or in connection with this Agreement Section XXIII.C shall be settled exclusively administered by arbitration, conducted before an arbitrator JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be held in New York, New York York. The arbitration shall be conducted by one arbitrator who is knowledgeable in accordance with the rules subject matter at issue in the dispute. The arbitrator will be selected by written agreement of the American Arbitration Association then in effectParties. Judgment may be entered on the arbitration award in any court having jurisdictionThe arbitrator shall, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are within fifteen (i15) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized (a) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (b) to award punitive or multiple damages, or (c) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in subsections (a) and (b) of this sentence will not apply if such damages are statutorily imposed. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator shall prepare written findings deems just and equitable and within the scope of fact and conclusions of lawthis Agreement, including, without limitation, an injunction or order for specific performance. It is mutually agreed that the written The decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that binding upon the parties hereto agree that Parties. The award of the arbitrator shall be the sole and exclusive remedy of the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction thereof. This Section XXIII.C shall not apply to any dispute, controversy or claim that concerns (i) the validity or infringement of a patent, trademark or copyright; or (ii) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory. Notwithstanding the foregoing, claims for injunctive relief shall not be empowered subject to award punitive damages against any party to such the requirements of arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties English shall be required to pay the reasonable attorney's fees and expenses language of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesany arbitration proceeding.

Arbitration. Any dispute or controversy Executive and the Corporation will submit any disputes arising under or in connection with this Agreement shall be settled exclusively by arbitrationto an arbitration panel conducting a binding arbitration in Hartford, conducted before an arbitrator in New YorkConnecticut, New York in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment effect on the date of such arbitration (the "Rules"), and judgment upon the award rendered by the arbitrator or arbitrators may be entered on the arbitration award in any court having jurisdictionjurisdiction thereof; PROVIDED, provided, howeverHOWEVER, that nothing herein shall impair the Company shall be entitled Corporation's right to seek a restraining order equitable relief for breach or injunction in any court threatened breach of competent jurisdiction to prevent any continuation of any violation Section 7 or Section 8. The award of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as final and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issue or accounting presented to the arbitration panel. The parties hereto further agree that the arbitration panel shall consist of one (1) person mutually acceptable to the Corporation and Executive, PROVIDED that if the parties cannot agree on an arbitrator. Within 20 arbitrator within fifteen (15) days of the conclusion filing a notice of arbitration, the arbitration hearingpanel shall consist of three (3) persons, one selected by the arbitrator shall prepare written findings of fact Corporation, one selected by Executive (or his representative) and conclusions of law. It is mutually agreed that one selected by the written decision of arbitrators so selected by the arbitrator shall be validparties hereto, binding, final and non-appealable, provided however, that or if the parties hereto agree that cannot agree, selected by the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationmanager of the principal office of the American Arbitration Association in Hartford County in the State of Connecticut. The arbitrator shall require the non-prevailing party to pay the arbitrator's full All fees and expenses orof the arbitration, including a transcript if in the arbitrator's opinion there is no prevailing partyeither party requests, the arbitrator's fees and expenses will shall be borne equally by the parties theretoparties. In If Executive prevails as to any material issue presented in the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18arbitration, the non-prevailing parties shall be required to pay the entire cost of such proceedings (including, without limitation, Executive's reasonable attorney's fees) shall be borne by the Corporation. If Executive does not prevail as to any material issue, each party will pay for the fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney's fees are recoverable under the Rules). Any action to enforce or vacate the arbitrator's award shall be governed by the federal Arbitration Act, if applicable, and expensesotherwise by applicable state law. If either the Corporation or Executive pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney's fees related to such action.

Arbitration. Any 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 controversy arising under or in connection 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 will establish the rules for proceeding with this Agreement shall the arbitration of the dispute and such rules will be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with binding upon all parties to the arbitration proceeding. The arbitrators may use the rules of the American Arbitration Association then in effect. Judgment may be entered on for commercial arbitration but are encouraged to adopt such rules as the arbitrators deem appropriate to accomplish the arbitration award in any court having jurisdictionthe quickest and least expensive manner possible. Accordingly, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction arbitrators may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in dispense with any formal rules of evidence and allow hearsay testimony so as to limit the practice number of law; and witnesses required, (ii) minimize discovery procedures as the arbitrator deems appropriate, (iii) act upon their understanding or interpretation of the law on any issue without the AAA register 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 as quickly and inexpensively as possible. The arbitrators shall use their best efforts to render a decision within sixty (60) days following their appointment. The majority decision of three arbitrators shall be selected as an arbitratorfinal. Within 20 days The arbitrators will have the exclusive authority to determine and award costs of arbitration and the conclusion of the arbitration hearingcosts incurred by any party for their attorneys, the arbitrator shall prepare written findings of fact advisors and conclusions of lawconsultants. It is mutually agreed that the written decision of Any award made by the arbitrator shall be valid, binding, final binding on all parties to the arbitration and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required enforceable to pay the reasonable attorney's fees and expenses fullest extent of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenseslaw.

Arbitration. Any The parties agree that any dispute or controversy arising under claim, that could be brought in court including discrimination or in connection with retaliation claims, relating to this Agreement or arising out of Employee’s employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, except claims regarding: (i) workers’ compensation benefits; (ii) unemployment benefits; (iii) Company’s employee welfare benefit plans, if the plan contains a final and binding appeal procedure for the resolution of disputes under the plan; (iv) wage and hour disputes within the jurisdiction of any state Labor Commissioner; and (v) issues that could be brought before the National Labor Relations Board or covered by the National Labor Relations Act. This Agreement is not intended to prohibit the Employee from filing a claim or communicating with any governmental agency including the Equal Employment Opportunity Commission, the National Labor Relations Board or the Department of Labor. The arbitration shall be settled exclusively by arbitrationconducted in San Antonio, conducted before an arbitrator in New York, New York Texas. The arbitration shall proceed in accordance with the rules National Rules for Resolution of Employment Disputes of the American Arbitration Initials: LSD Company: Employee: SV Association then (“AAA”) in effecteffect at the time the claim or dispute arose, unless other rules are agreed upon by the parties. Judgment may be entered on Unless agreed to in writing, the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled conducted by one arbitrator from AAA or a comparable arbitration service, and who is selected pursuant to seek a restraining order or injunction in any court the National Rules for Resolution of competent jurisdiction to prevent any continuation of any violation Employment Disputes of the provisions AAA, or other rules as the parties may agree to in writing. Any claims received after the applicable statute of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators limitations period shall be selected as an arbitratordeemed null and void. Within 20 days of The parties further agree that by entering into this Agreement, the conclusion of right to participate in a class or collective action is waived. CLAIMS MAY BE ASSERTED AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless the arbitration hearingparties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall prepare written be null and void. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. It is mutually agreed Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will be the same as that the written applied by an appellate court reviewing a decision of a trial court sitting without a jury, unless state law requires otherwise. Company will pay the actual fee for the arbitrator shall be valid, binding, final and non-appealable, the claimant’s filing fee; unless otherwise provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay by law and awarded by the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall will pay its their own attorney's attorneys’ fees and other expenses.

Arbitration. Any If there is any dispute or controversy arising under or in connection with between the parties concerning any matter relating to this Agreement, the exclusive basis for adjudication of this Agreement (except with respect to the performance of the covenants and obligations as set forth in Article IV above) shall be settled exclusively by arbitration as detailed herein. Either party may submit the dispute to binding arbitration. Any such arbitration proceeding will be conducted in Xxxx County, Illinois and except as otherwise provided in this Agreement, will be conducted before an arbitrator in New Yorkunder the auspices of JAMS/Mediation, New York Inc., in accordance with the rules then current Commercial Arbitration Rules of the American Arbitration Association then in effectAssociation. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company The arbitrator shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that allow such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected discovery as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator determines appropriate under the circumstances. The arbitrator shall prepare written findings of fact determine which party, if either, prevailed and conclusions of lawshall award the prevailing party its costs. It is mutually agreed that the written Each party will bear his, her or its respective attorneys’ fees. The award and decision of the arbitrator shall be valid, binding, final conclusive and non-appealable, provided however, that binding on all parties to this Agreement and judgment on the award may be entered in any court of competent jurisdiction. The parties hereto acknowledge and agree that any arbitration award may be enforced against either or both of them in a court of competent jurisdiction and each waives any right to contest the arbitrator shall not be empowered to award punitive damages against any party to validity or enforceability of such arbitrationaward. The arbitrator shall require the non-prevailing party parties further agree to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally bound by the parties thereto. In the event action is brought to enforce the provisions of this Agreement any statute of limitations which would be applicable in a court of law to the controversy or claim which is the subject of any arbitration proceeding initiated under the Agreement. The parties further agree that they are entitled in any arbitration proceeding to the entry of an order, by a court of competent jurisdiction pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the an opinion of the court arbitrator, for specific performance of any of the requirements of this Agreement. In any action to enforce any of the provisions of Article IV hereof, the action shall be litigated in the state or arbitrator deciding federal courts situated in Xxxx County, Illinois, to which jurisdiction and venue all parties consent. Each party hereby waives his, her or its right to trial by jury with respect to such action there is no and agrees that the prevailing partyparty such action shall be entitled to reimbursement from the other party of his, each party shall pay her or its own attorney's legal fees and expensescosts incurred in connection with such actions. Company shall be entitled to injunctive relief, without the necessity of posting bond to remedy any breach of any of the terms of Article IV of this Agreement by Employee.

Arbitration. Any dispute or controversy arising (a) Except with respect to disputes and claims under or Paragraphs 5, 6 and 7 hereof (which the parties hereto may pursue in connection any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified below and with this Agreement respect to which each party shall be settled exclusively bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, conducted before an arbitrator pursuant to the procedures set forth in New York, New York in accordance with the rules National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. Judgment may The parties hereto agree that (i) one arbitrator shall be entered appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Minneapolis, Minnesota, (iii) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise provided by applicable law), (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this Paragraph 25 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the appropriate state courts sitting in Minneapolis, Minnesota, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the arbitration award in any court having grounds of personal jurisdiction, provided, however, venue or inconvenience of the forum. Each party hereto further agrees that the Company shall be entitled to seek a restraining order or injunction each other party hereto may initiate litigation in any court of competent jurisdiction to prevent execute any continuation of judicial judgment enforcing or not enforcing any violation award, judgment or determination of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, ; provided, however, that the Company or Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections Section 5, 6 or 7 of the Agreement Agreement, as applicable, and the Company, Parent and Executive hereby consents consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (ia) lawyers engaged full-time in the practice of law, as in-house counsel, as a judge or as a professor of law; and (iib) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, ; provided however, that the parties Parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this Section 18paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the non-prevailing parties Company shall be required to pay the reasonable attorney's arbitrator’s full fees and expenses of (but not the prevailing partiesExecutive’s legal fees), except that (y) if the Company (or Parent) prevails in such action, Executive shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees) and (z) if, in the opinion of the court or arbitrator deciding such action action, there is no prevailing party, each party shall pay her or its own attorney's ’s fees and expensesexpenses and the arbitrator’s fees and expenses will be borne equally by the Parties thereto.

Arbitration. Any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if such dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this Section 9.14. Failing an adequate resolution by mediation, any controversy or claim arising under out of or in connection with relating to this Agreement or the transactions contemplated hereby, including any controversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall be settled exclusively by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, conducted before if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. Except as specifically provided in this Section 9.14, the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in New York, New York in accordance with York. Expenses related to the rules arbitration, including counsel fees, shall be borne by the Party incurring such expenses, unless the arbitrator determines another allocation is more equitable. The fees of the arbitrator and of the American Arbitration Association then Association, if any, shall be divided equally among the Parties involved in effectthe controversy, unless the arbitrator determines another allocation is more equitable. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may be entered on the arbitration award in any court having of competent jurisdiction, provided, however, that the Company . Nothing in this Section 9.14 shall be entitled restrict any Parties' ability to seek a restraining order injunctive or injunction other equitable relief in any court of competent jurisdiction prior to prevent any continuation of any violation of the provisions of Sections 6 initiating mediation or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action that such injunctive or equitable relief is brought sought by any Party, such Party is specifically entitled to enforce the appropriate provisions of the Agreement in obtaining such relief in any court of competent jurisdiction and, thereafter, submit the remaining controversy, dispute or claim to arbitration in accordance with this Agreement pursuant to this Section 18, the non-prevailing parties Section. Any proceeding for such injunctive or other equitable relief shall be required to pay the reasonable attorney's fees and expenses of the prevailing partiesheld in New York, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesNew York.

Arbitration. Any Except as provided in paragraph (b) of Section 6, any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment by the Employer shall be settled exclusively by arbitration, conducted before an by a single arbitrator sitting in New YorkColumbia, New York MD in accordance with the rules of the American Arbitration Association (the “AAA”) then in effect. The arbitrator shall be selected by the parties from a list of eleven (11) arbitrators provided by the AAA, provided that no arbitrator shall be related to or affiliated with either of the parties. No later than ten (10) days after the list of proposed arbitrators is received by the parties, the parties, or their respective representatives, shall meet at a mutually convenient location in Columbia, Maryland, or telephonically. At that meeting, the party who sought arbitration shall eliminate one (1) proposed arbitrator and then the other party shall eliminate one (1) proposed arbitrator. The parties shall continue to alternatively eliminate names from the list of proposed arbitrators in this manner until each party has eliminated five (5) proposed arbitrators. The remaining arbitrator shall arbitrate the dispute. Each party shall submit, in writing, the specific requested action or decision it wishes to take, or make, with respect to the matter in dispute, and the arbitrator shall be obligated to choose one (1) party’s specific requested action or decision, without being permitted to effectuate any compromise or “new” position; provided, however, that the arbitrator is authorized to award amounts not in dispute during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Employer shall bear the cost of all counsel, experts or other representatives that are retained by both parties, together with all costs of the arbitration proceeding, including, without limitation, the fees, costs and expenses imposed or incurred by the arbitrator; provided, however, that if the arbitrator determines that the claim or defenses of the Executive were without reasonable basis, each party shall bear his or its own cost. Judgment may be entered on the arbitration arbitrator’s award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses orincluding, if in the arbitrator's opinion there is no prevailing partyapplicable, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions entry of this Agreement pursuant to this a permanent injunction under paragraph (b) of Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses6.

Arbitration. Any dispute Unless specifically reserved for the competent courts of Cologne, Germany under German law, all disputes, controversies or controversy claims arising out of or relating to the operation or interpretation of this Quality Agreement, the parties shall seek arbitration under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with the rules Rules of Arbitration of the American Arbitration Association then in effectInternational Chamber of Commerce by three (3) arbitrators. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement Each party appoints one arbitrator and the Executive hereby consents that such restraining order or injunction may Chamber appoints a third arbitrator who is to be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion chairman of the arbitration hearingtribunal. If a party fails to appoint an arbitrator within thirty (30) days of having filed or received a request for arbitration, the arbitrator Chamber shall prepare written findings appoint such arbitrator. The award rendered shall be final and binding upon both parties. Such arbitration shall be held in Geneva, Switzerland, and be conducted in the English language. This arbitration agreement set forth herein shall be without prejudice to the right of fact and conclusions of law. It is mutually agreed that the written decision a party to seek any interim or conservatory measure as it deems appropriate to enforce Section 8 of the arbitrator shall be valid, binding, final and nonACI-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationMaix Supply Agreement. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each Each party shall pay its own attorney's fees and expensesfor the arbitrator it selects with the cost of the third arbitrator being split equally between the parties. All other costs shall also be split equally between the parties. KEY: M = Matricel, V = Vericel CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Arbitration. Any In the event that any claim, controversy, issue or other dispute or controversy arising arises under this Agreement, the breach thereof, the termination of Karp's employment by the Xxxxxration under Section 4 of this Agreement, including any claim based in whole or in connection part on federal or state constitutions, statutes or regulations, local ordinances, the common law or public policy, including, but not limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, Americans with this Agreement Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act of 1988, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Civil Rights Act of 1971, the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974, or the amount of any payments under Sections 5 or 6, if the claim, controversy, issue or dispute is not settled by agreement among the parties, the dispute shall be settled exclusively by arbitrationa panel of three (3) arbitrators in the State of New Jersey, conducted before an arbitrator in New Yorkthe arbitrators to be chosen by The American Arbitration Association, New York under the auspices of, and in accordance with the applicable rules of of, the American Arbitration Association then in effect. Judgment , and the decision of the three arbitrators shall be final and conclusive on the parties and judgment upon such decision may be entered on the arbitration award in any court having jurisdiction, provided, however, that jurisdiction thereof. The award of the Company arbitrators shall be in writing and shall specify the factual and legal basis for the award. Karp shall be entitled to seek a restraining order tx xximbursement by the Corporation for all reasonable legal and other professional fees and expenses incurred by him in such arbitration or injunction in any court of competent jurisdiction to prevent any continuation enforcing the award, including reasonable attorneys' fees. The parties agree that resolution of any violation of such claim, controversy, issue or other dispute pursuant to the provisions of Sections 6 or 7 of the Agreement foregoing arbitration proceeding is intended to be final and the Executive hereby consents that binding on them and any award rendered by such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, bindingconstitute a complete, final and non-appealable, provided however, binding adjudication of any and all legal or factual issues pertaining to or arising out of the matter that gave rise to the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationcontroversy or dispute. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Article 8 shall survive the termination of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesfor any reason whatsoever.

Arbitration. Any dispute or controversy Executive and the Corporation shall submit any disputes arising under or in connection with this Agreement shall to an arbitration panel conducting a binding arbitration in Hartford, Connecticut or at such other location as may be settled exclusively by arbitrationagreeable to the parties, conducted before an arbitrator in New York, New York in accordance with the rules National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment effect on the date of such arbitration (the "Rules"), and judgment upon the award rendered by the arbitrator or arbitrators may be entered on the arbitration award in any court having jurisdictionjurisdiction thereof; PROVIDED, provided, howeverHOWEVER, that nothing herein shall impair the Company shall be entitled Corporation's right to seek a restraining order equitable relief for any breach or injunction in any court threatened breach of competent jurisdiction to prevent any continuation of any violation Section 8 or Section 9. The award of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as final and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accountings presented to the arbitration panel. The parties hereto further agree that the arbitration panel shall consist of one (1) person mutually acceptable to the Corporation and Executive, PROVIDED that if the parties cannot agree on an arbitrator. Within 20 arbitrator within thirty (30) days of the conclusion filing a notice of the arbitration hearingarbitration, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that be selected by the written decision manager of the arbitrator shall be valid, binding, final and non-appealable, provided however, that principal office of the parties hereto agree that American Arbitration Association serving Hartford County in the arbitrator shall not be empowered to award punitive damages against any State of Connecticut. Each party to such arbitration. The arbitrator shall require will pay for the non-prevailing party to pay the arbitrator's full fees and expenses orof its own attorneys, if in experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless (i) the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable party prevails on a claim for which attorney's fees and expenses are recoverable under the Rules and those amounts are included as part of the prevailing partiesaward or (ii) Executive prevails on a claim for breach of this Agreement after the Corporation has terminated Executive pursuant to Section 12c(ix) hereof, except that in which case, the Corporation will pay for Executive's above-described fees and expenses related to such claim). Any action to enforce or vacate the arbitrator's award shall be governed by the federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Corporation or Executive pursues any claim, dispute or controversy against the other in a proceeding other than the opinion of arbitration provided for herein, the court responding party shall be entitled to dismissal or arbitrator deciding injunctive relief regarding such action there is no prevailing partyand recovery of all costs, each party shall pay its own losses and attorney's fees related to such action. Executive acknowledges and expensesexpressly agrees that this arbitration provision constitutes a voluntary waiver of trial by jury in any action or proceeding to which Executive and the Corporation may be parties arising out of or pertaining to this Agreement.

Arbitration. Any dispute Except for actions arising from Subscriber's failure to make payments under this Agreement, the parties agree to resolve through binding arbitration all suits, causes of action, controversies, claims or controversy arising under or in connection with disputes (collectively referred to as 'Claims") that arise by virtue of this Agreement or otherwise. Arbitration shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with the commercial arbitration rules of the American Arbitration Association then Association. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $1,000,000, in effectwhich case the dispute shall be heard by a panel of three arbitrators. Judgment may The place of arbitration shall be entered on New York, New York. Any award under this Section shall be subject to the arbitration limitation of Company's liability set forth in Section 13 and the arbitrator(s) shall not award consequential, special, exemplary, punitive or incidental damages in any court having jurisdictionarbitration initiated under this Section. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON ANY BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, providedOTHER PERSONS OR ENTITIES DOING BUSINESS WITH COMPANY, howeverOR OTHER PERSONS OR ENTITIES SIMILARLY SITUATED. FURTHERMORE, that the Company CLAIMS BROUGHT BY OR AGAINST COMPANY MAY NOT BE JOINED OR CONSOLIDATED IN THE ARBITRATION WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER COMPANY SUBSCRIBER, UNLESS OTHERWISE AGREED BY THE PARTIES. The costs of any arbitration, including all related fees and costs, shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require paid by the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally as determined by the parties theretoarbitrator(s), or shall be levied in an equitable manner as determined by the arbitrator(s). In The arbitrator(s) shall have the event action is brought exclusive authority to enforce resolve any dispute relating to the provisions interpretation, applicability, formation or enforceability of this Agreement. The proceedings conducted under this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay held in confidence by the reasonable attorney's fees and expenses of the prevailing parties. EXCEPT AS OTHERWISE PROHIBITED BY LAW OR AS EXPRESSLY PERMITTED BY THIS SECTION, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing partyTHE PARTIES ACKNOWLEDGE THAT THEY WAIVE ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL OR BENCH TRIAL AS IT RELATES TO ANY CLAIMS ALLEGED BY THE OTHER PARTY, each party shall pay its own attorney's fees and expensesEXCEPT AS OTHERWISE PROHIBITED BY LAW. THE PARTIES ACKNOWLEDGE THAT THEY WAIVE ANY RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. SUBSCRIBER SHALL HAVE THE RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE OF ITS INTENTION TO DO SO TO COMPANY WITHIN 60 DAYS OF THE EXECUTION OF THIS AGREEMENT.

Arbitration. Any dispute or controversy arising under or that cannot be resolved by management negotiations as set forth in connection with this Agreement Section 12.2 above shall be settled exclusively resolved through binding arbitration by arbitrationa retired judge or justice from the [AAA][JAMS] panel conducted in San Diego, conducted before an arbitrator in New YorkCalifornia, New York administered by and in accordance with [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures] (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the rules field of the American dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be appointed as provided for in [AAA’s Commercial Arbitration Association then Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures]. At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in effectwriting and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be made within nine (9) months of the filing of the notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. Judgment on the award may be entered on the arbitration award in any court having jurisdiction, provided. The prevailing Party in this dispute resolution process is entitled to recover its costs. Until such award is made, however, the Parties shall share equally in paying the costs of the Arbitration. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator concludes that there is no material issue of fact pending before the Company arbitrator. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be entitled vacated or corrected on appeal to seek a restraining order or injunction in any court of competent jurisdiction to prevent for any continuation such error. The existence, content, and results of any violation of Arbitration hereunder is confidential information that is subject to the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondSection 13.1. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.MISCELLANEOUS

Arbitration. Any Except as provided in Section 4 hereof, any dispute or controversy arising under out of this Agreement, including but not limited to the determination by the Board of a termination for Cause pursuant to Section 3.1.3 hereof, or in connection with this Agreement respect of the breach hereof shall be settled exclusively resolved under the following procedures. The burden of proof for demonstrating Cause shall be on Employer. The party claiming to be aggrieved shall furnish to the other party a written statement of the grievance and the relief requested and proposed. If the other party does not agree to furnish the relief requested or proposed, or otherwise does not satisfy the demand of the party claiming to be aggrieved, the parties shall submit the dispute to non-binding mediation before a mediator to be jointly selected by arbitrationthe parties. Employer shall pay the cost of the mediation, conducted including the reasonable attorneys' fees of Executive. If the mediation does not produce a resolution of the dispute, the parties agree that the dispute shall be resolved by final and binding arbitration before an arbitrator in New Yorkmutually selected by the parties or, New York in accordance with if no agreement is reached, then under the rules Expedited Labor Arbitration Rules of the American Arbitration Association then in effectAssociation, except that the arbitrator shall be selected by alternately striking names from a panel of five neutral labor or employment arbitrators designated by the American Arbitration Association. Judgment may The arbitrator shall have the authority to grant any relief authorized by law. The arbitrator shall not have the authority to modify, change or refuse to enforce the terms of this Agreement. In addition, the arbitrator shall not have the authority to require Employer to change any lawful policy or benefit plan. The hearing shall be entered on transcribed. Employer shall bear the costs of arbitration if Executive prevails. If Employer prevails, Executive shall pay half the cost of arbitration or $500, whichever is less. Executive shall pay the first $10,000 of his attorneys' fees related to the arbitration, and Employer shall reimburse Executive for his reasonable attorneys' fees related to the arbitration award in excess of $10,000. Employer shall pay all of its attorneys' fees related to the arbitration. Arbitration shall be the exclusive final remedy for any court having jurisdiction, dispute between the parties; provided, however, that nothing in this Section 5.12 shall limit the Company right of Employer to go to court to obtain injunctive relief for violation of Section 4 hereof. The parties further agree that no dispute shall be entitled submitted to seek arbitration where the party claiming to be aggrieved has not provided the other party with a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation written statement of the provisions of Sections 6 or 7 of the Agreement grievance and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondfirst sought mediation. Only individuals who are (i) lawyers engaged full-time in the practice of law; All mediation and (ii) on the AAA register of arbitrators arbitration shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if conducted in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesCalifornia.

Arbitration. Any dispute or controversy (a) Except with respect to disputes and claims arising under the Nonsolicitation and Confidentiality Agreement (which the parties hereto may pursue in any court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of her or in connection with this Agreement shall be settled exclusively its own attorneys' fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, conducted before an arbitrator pursuant to the procedures set forth in New York, New York in accordance with the rules National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the "AAA Rules"), shall be the sole and exclusive method for resolving any claim or dispute ("Claim") arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. Judgment may The parties hereto agree that (i) one arbitrator shall be entered appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Los Angeles, California, (iii) each party to the arbitration shall bear her or its own costs and expenses (including, without limitation, all attorneys' fees and expenses, except to the extent otherwise required by applicable law) and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator's fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced, the costs of mediation as set forth in subparagraph (b) below, and the fees and expenses of attorneys, accountants and other experts) to the parties hereto based upon the relative fault of each such party as determined by the arbitrator. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this paragraph 18 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the federal courts (and, if jurisdiction in the federal courts is not proper, then the state courts) sitting in Los Angeles, California, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the arbitration award in any court having grounds of personal jurisdiction, provided, however, venue or inconvenience of the forum. Each party hereto further agrees that the Company shall be entitled to seek a restraining order or injunction each other party hereto may initiate litigation in any court of competent jurisdiction to prevent execute any continuation of judicial judgment enforcing or not enforcing any violation award, judgment or determination of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any In the event that any claim, controversy, issue or other dispute or controversy arising arises under this Agreement, the breach thereof, the termination of Dorman's employment by txx Xxxxxrations under Section 4 of this Agreement, including any claim based in whole or in connection part on federal or state constitutions, statutes or regulations, local ordinances, the common law or public policy, including, but not limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of 1974, Americans with this Agreement Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act of 1988, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Civil Rights Act of 1971; the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974, or the amount of any payments under Sections 5 or 6, if the claim, controversy, issue or dispute is not settled by agreement among the parties, the dispute shall be settled exclusively by arbitrationa single arbitration conducted by three arbitrators in the State of New Jersey, conducted before an arbitrator in New Yorkunder the auspices of, New York and in accordance with the applicable rules of of, the American Arbitration Association then in effect. Judgment One arbitrator shall be selected by the Corporation, one arbitrator shall be selected by Dorman and the third arbxxxxxxr shall be selected by the two selected in such manner. The decision of the arbitrators shall be final and conclusive on the parties and judgment upon such decision may be entered on the arbitration award in any court having jurisdiction, provided, however, that jurisdiction thereof. The award of the Company arbitrators shall be in writing and shall specify the factual and legal basis for the award. Dorman shall be entitled to seek a restraining order xx xximbursement by the Corporations for all reasonable legal and other professional fees and expenses incurred by him in such arbitration or injunction in any court of competent jurisdiction to prevent any continuation enforcing the award, including reasonable attorneys' fees. The parties agree that resolution of any violation of such claim, controversy, issue or other dispute pursuant to the provisions of Sections 6 or 7 of the Agreement foregoing arbitration proceeding is intended to be final and the Executive hereby consents that binding on them and any award rendered by such restraining order or injunction may be granted without requiring the Company to post arbitration shall constitute a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, bindingcomplete, final and non-appealable, provided however, binding adjudication of any and all legal or factual issues pertaining to or arising out of the matter that gave rise to the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationcontroversy or dispute. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Article 9 shall survive the termination of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesfor any reason whatsoever.

Arbitration. Any dispute or controversy arising under out of or relating to this Separation Agreement, the enforcement or interpretation of this Separation Agreement, or because of an alleged breach, default, or misrepresentation in connection with any of the provisions of this Agreement Separation Agreement, including (without limitation) any state or federal statutory claims, shall be settled exclusively by submitted to final and binding arbitration, conducted to be held in Orange County, California before an arbitrator a sole neutral arbitrator; provided, however, that provisional injunctive relief may, but need not, be sought in New Yorka court of law while arbitration proceedings are pending, New York in accordance with and any provisional injunctive relief granted by such court shall remain effective until the rules of matter is finally determined by the American arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Association then in effectRules and Procedures. Judgment on the award may be entered on the arbitration award in any court having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, providedproceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Section VII.I. The parties agree that MSC shall be responsible for payment of the forum costs of any arbitration hereunder, howeverincluding the Arbitrator’s fee. The parties further agree that in any proceeding with respect to such matters, each party will bear its own attorney’s fees and costs (other than forum costs associated with the arbitration which in any event shall be paid by MSC). Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section VII.I, Xxxxxx and MSC acknowledge that any breach of any of the Company covenants or provisions contained in this Separation Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the non-breaching party shall be entitled to seek obtain a temporary restraining order or and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any court of competent jurisdiction activities prohibited by any covenant or provision in this Separation Agreement or such other equitable relief as may be required to prevent enforce specifically any continuation of any violation of the provisions of Sections 6 covenants or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesSeparation Agreement.

Arbitration. Any dispute The Parties agree that any Dispute referred for arbitration by a Party pursuant to Section 11.1 or controversy arising under or in connection with this Agreement referred by Alkermes pursuant to Section 5.2 shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York resolved through binding arbitration in accordance with the rules of CPR International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration, as amended from time to time (the American Arbitration Association then in effect“CPR Rules”). Judgment may be entered on The Neutral Organization designated to perform the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time functions specified in the practice CPR Rules will be the CPR International Institute for Conflict Prevention and Resolution, or its successor organization. Any Dispute in which either Party seeks in excess of law; [***] in damages, or in which any equitable relief is sought by either Party, will be resolved by an arbitral tribunal consisting of three (3) arbitrators, one of whom will be designated by each Party in accordance with the CPR Rules, and (ii) on a third arbitrator who will chair the AAA register of arbitrators shall tribunal and who will be selected as provided in the CPR Rules. The Parties shall use commercially reasonable efforts to select the arbitrator or arbitrators within [***] after such Dispute is referred for arbitration under this Section 11.2. Any other Dispute, including any Dispute referred by Alkermes pursuant to Section 5.2, will be submitted to a sole arbitrator, who shall be an individual with relevant experience in the biotechnology/pharmaceutical industry and who shall be appointed pursuant to the CPR Rules. The arbitrator(s) shall be instructed by the Parties to complete the arbitration within [***] after selection of the sole or final arbitrator. Within 20 days of The arbitrator(s) shall, within [***] after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the arbitrator shall prepare written essential findings of fact and conclusions on which the award is based, including the calculation of lawany damages awarded. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement Arbitration pursuant to this Section 18, the non-prevailing parties 11.2 shall be required governed by the Federal Arbitration Act, 9 U.S.C. § § 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The arbitration proceedings shall be conducted in Boston, Massachusetts. Each Party shall continue to pay perform its obligations under the reasonable attorney's fees Agreements pending final resolution of any Dispute unless to do so would be impossible or impracticable under the circumstances. Nothing contained in this Agreement shall deny any Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and expenses such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding. The Parties agree that they shall share equally the cost of arbitration filing and hearing fees, and the cost of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay arbitrator(s). Each Party must bear its own attorney's ’s fees and associated costs and expenses. Notwithstanding the foregoing, with respect to any Dispute referred by Alkermes pursuant to Section 5.2, the Party whose judgment about whether or not the transaction at issue was a Trigger Transaction is determined by the arbitrator to be incorrect shall THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY pay the cost of arbitration filing and hearing fees, and the cost of the arbitrator. Nothing contained in this Agreement shall deny or limit any relief, remedy or recovery to which a Party may otherwise be entitled under the Sublease, the Equity Investment Agreements, the Promissory Note or the Security Agreement.

Arbitration. Any dispute claim, action, dispute, controversy or controversy arising disagreement (each, a “Dispute”) between the parties hereto or any of their respective successors and assigns under or in connection with related to this Agreement shall be settled governed exclusively and finally by arbitration, . Such arbitration shall be conducted before an arbitrator by the American Arbitration Association (“AAA”) in the State of New York, County of New York York, and shall be initiated and conducted in accordance with the rules Commercial Arbitration Rules of the American Arbitration Association then AAA, as such rules shall be in effect. Judgment may be entered effect on the date of a delivery of a demand for arbitration award in any court having jurisdiction(“Demand”), provided, however, except to the extent that such rules are inconsistent with the Company provisions set forth herein. The arbitration shall be entitled conducted by a single arbitrator (the “Arbitrator”) to seek a restraining order or injunction in any court of competent jurisdiction be mutually selected by, and agreeable to, the parties. If the parties are unable to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) agree on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 Arbitrator within forty-five (45) days of the conclusion date of a Demand, then the parties agree that an Arbitrator shall be designated by the AAA. In any event, the Arbitrator shall be independent and without any economic or financial interest of any kind in the outcome of the arbitration hearing, arbitration. Any award by the arbitrator Arbitrator shall prepare be accompanied by a written opinion setting forth the findings of fact and conclusions of lawlaw relied upon in reaching the decision. It is mutually agreed that The award rendered by the written decision of the arbitrator Arbitrator shall be validfinal, binding, final binding and non-appealable, provided howeverand judgment upon such award may be entered by any court of competent jurisdiction. Each party shall pay the fees of its own attorneys, that expenses of witnesses and all other expenses and costs in connection with the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to presentation of such arbitrationparty’s case. The arbitrator remaining costs of the arbitration, including without limitation, fees of the Arbitrator, costs of records or transcripts and administrative fees shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties theretoparties. In Notwithstanding the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18foregoing, the non-prevailing Arbitrator may modify the allocation of such costs and fees in those cases where fairness dictates a different allocation of costs between the parties shall be required and an award of attorneys’ fees to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in party as determined by the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesArbitrator.

Arbitration. Any dispute or controversy arising Subject to possible court proceedings under or in connection with Section 11.2(d) of this Agreement, if any conciliation proceedings under Section 11.2(a) of this Agreement are terminated in accordance with Article 15 of the UNCITRAL Conciliation Rules or rejected in accordance with Article 2 of those Rules, without resolution of the disputes, controversies or claims, then all said disputes, controversies or claims shall be settled exclusively determined by arbitration, conducted before an arbitrator in New York, New York arbitration in accordance with the rules of UNCITRAL Arbitration Rules now in force, as supplemented by the American Arbitration Association then in effect. Judgment may be entered IBA Rules on the arbitration award Taking of Evidence in any court having jurisdictionInternational Commercial Arbitration, providedas adopted June 1, however1999, that insofar as said IBA Rules are not inconsistent with the Company express provisions of this Agreement. The language to be used in the arbitral proceedings shall be entitled to seek a restraining order or injunction in any court English. There shall be three (3) arbitrators, the place of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement arbitration shall be Chicago, Illinois (USA) and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators appointing authority shall be selected as an arbitrator. Within 20 days of JAMS Endispute, Inc. In rendering the conclusion of the arbitration hearingaward, the arbitrator shall prepare written findings of fact follow and conclusions of law. It is mutually agreed that apply the written decision substantive laws of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered State of Illinois (without regard to award punitive damages against any party to such arbitrationconflict or choice of laws principles). The arbitrator shall require have the non-prevailing authority to award compensatory damages only, subject to the limitations described in this Agreement. Each party to shall pay the arbitratorfees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such party's full case (collectively, "Attorneys' Fees"). The remaining costs of the arbitration, including without limitation, fees and expenses or, if in of the arbitrator's opinion there is no prevailing party, the arbitrator's costs of records or transcripts and administrative fees and expenses will (collectively, "Arbitration Costs") shall be borne equally by the parties theretoparties. In Notwithstanding the event action is brought to enforce foregoing, the provisions of this Agreement arbitrator in the award may apportion said Attorneys' Fees and Arbitration Costs, pursuant to this Section 18, articles 38 through 40 of the non-prevailing parties UNCITRAL Arbitration Rules. The award rendered by the arbitrator shall be required to pay final, and judgment may be entered in accordance with the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the applicable law by any court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenseshaving jurisdiction thereof.

Arbitration. Any dispute arising from alleged violation of this Agreement, may be submitted to binding arbitration as provided for in this Article. This procedure shall be the sole and exclusive method for resolving any and all disputes arising from the application, interpretation or controversy arising under or in connection with construction of this Agreement. The grievance and arbitration procedures of this Agreement shall be settled exclusively by arbitration, conducted before not apply to negotiation impasses. Prior to an arbitrator in New York, New York in accordance with appeal to binding arbitration the rules procedure for the settlement of the American Arbitration Association then in effectgrievance, Article 25, Grievance Procedure, must have been exhausted. Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators Arbitrators shall be selected as (by an arbitratoralternate striking process) from a panel of arbitrators provided by the Federal Mediation and Conciliation Service (“FMCS”). Within 20 days The moving party will request a panel of seven (7) arbitrators from FMCS. Once the conclusion panel has been received the parties shall strike names, and thus select an Arbitrator, within ten (10) workdays. The determination of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator who strikes first shall be valid, binding, final and non-appealable, provided however, that determined by a coin toss. A grievance properly moved to arbitration shall be scheduled for hearing before the parties hereto agree that Arbitrator as soon as practicable under the arbitrator circumstances. Each party shall not be empowered to award punitive damages against any party to such arbitrationallowed more than one (1) adjournment of a hearing date, except for good cause shown. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in of the arbitrator's opinion there is no prevailing party, including the arbitrator's fees and expenses will FMCS filing fees, shall be borne equally by the parties. If UNM decides to use the services of a court reporting agency, the Union may view a copy of the transcribed document at the Office of University Counsel. If the Union elects, it may instead receive a copy of the transcribed document by reimbursing half of the transcription charge, including the cost of services, and the cost of obtaining the initial document, to UNM. Each party will be responsible for compensating its own witnesses and representatives. The parties theretoshall provide to the Arbitrator in advance of the hearing a copy of the Collective Bargaining Agreement, copies of all grievance letters by the Union, copies of all responses to grievance letters by UNM and any other documents to which both parties agree. In The parties may stipulate in advance to facts and the event action is brought admission of documents that are undisputed. The Arbitrator shall decide issues of arbitrability and jurisdiction prior to enforce hearing the provisions merits of the case. The Arbitrator shall be empowered to hold pre-hearing conferences between the parties. The Arbitrator may require either party to make available documents, in addition to those described in the paragraph above, prior to the arbitration and shall be empowered to rule on document requests prior to arbitration. The Arbitrator’s decision shall be binding on the HSO, CIR/SEIU, and UNM, subject only to collateral proceedings contemplated by the New Mexico Uniform Arbitration Act. The Arbitrator shall have no power to add to or subtract from or modify any of the terms of this Agreement pursuant or any written supplementary agreements incorporated herein, to this Section 18change any wage or other element of compensation, or to modify or adjust in any manner the non-prevailing parties professional, clinical, and/or academic standards of the institution and its training program. The Arbitrator's award is limited to back pay and/or reinstatement. In cases where reinstatement presents conflicts the Arbitrator shall retain jurisdiction. The award shall be required limited to pay the reasonable amount of wages and benefits the HSO otherwise would have earned subject to any earnings or compensation received by the HSO including, but not limited to, unemployment insurance benefits. The HSO has an obligation to mitigate her or his damages. The Arbitrator may not award attorney's fees and expenses fees, punitive damages, general compensatory damages, or costs. The Arbitrator's award may be set aside, by a court of competent jurisdiction, when the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.Arbitrator:

Arbitration. Any dispute You and Oaktree acknowledge and agree that, to the extent permitted by law, any and all disputes, claims or controversy controversies arising under out of or relating to the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in connection with this Agreement Employment Act, or any similar provision of state or federal statutory or common law) shall be settled exclusively by arbitrationsubmitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall take place in Los Angeles, California, and shall be conducted before an arbitrator in New York, New York in accordance with the rules provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the American Arbitration Association then demand for arbitration. The arbitration shall be held before and decided by a single neutral arbitrator, experienced in effectemployment matters. Judgment You and Oaktree agree to participate in the arbitration in good faith. The arbitrator shall have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the arbitrator, the fees and costs of the arbitrator and the arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, that Oaktree shall pay a greater portion (including, if required, all) of the fees and costs of the arbitrator and the arbitration where required by applicable law. The arbitrator shall apply California substantive law, including any applicable statutes of limitation. Adequate discovery shall be permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The award of the arbitrator, which shall be in writing summarizing the basis for the decision, shall be final and binding upon the parties (subject only to limited review as required by law) and may be entered on the arbitration award as a judgment in any court having competent jurisdiction, providedand the parties hereby consent to the jurisdiction of the courts of the State of California. The details, however, that the Company existence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be entitled kept strictly confidential and shall not be disclosed or discussed with any person not a party to, or witness in, the arbitration; provided that a party may make such disclosures as are required by applicable law or legal process; provided further that a party may make such disclosures to seek its attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 9(h) and who are obligated to keep such information confidential to the same extent as such party. If either you or Oaktree, as the case may be, receives a restraining order subpoena or injunction in any court of competent jurisdiction to prevent any continuation other request for information from a third party that seeks disclosure of any violation of information that is required to be kept confidential pursuant to the provisions of Sections 6 immediately preceding sentence, or 7 of the Agreement and the Executive hereby consents otherwise believes that such restraining order or injunction it may be granted without requiring required to disclose any such information, you or Oaktree, as the Company to post a bond. Only individuals who are case may be, shall (i) lawyers engaged full-time in promptly notify the practice of law; other party to the arbitration and (ii) on reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the AAA register seeking of arbitrators a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. To the extent necessary, disclosure of the EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and Oaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, claims or controversies that shall be selected as an arbitrator. Within 20 days of the conclusion of the separate and distinct from any arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses9(h).

Arbitration. Any dispute or controversy arising under or in connection with All disputes between the Seller and Buyer, including, without limitation, those relating to this Agreement or the Licenses which are not resolved pursuant to Section 12.1, shall be settled exclusively resolved by arbitration, arbitration as provided in this Section 12.2. This agreement to arbitrate shall survive the rescission or termination of this Agreement or the Licenses. All arbitration shall be conducted before an arbitrator in New York, New York in accordance with pursuant to the rules Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment except as herein may be entered on provided. The decision of the arbitration award in any court having jurisdiction, provided, however, that the Company arbitrators shall be entitled final and binding on all parties. All arbitration shall be undertaken pursuant to seek a restraining order or injunction the Federal Arbitration Act, where applicable, and the decision of the arbitrators shall be enforceable in any court of competent jurisdiction to prevent jurisdiction. In any continuation of any violation of the provisions of Sections 6 dispute where a party seeks $50,000 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time more in the practice of law; and (ii) on the AAA register of damages, three arbitrators shall be selected as an arbitratoremployed. Within 20 days of All costs attendant to the conclusion of the arbitration hearingarbitration, the arbitrator excluding attorney's and expert's fees, shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties theretoparties. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each Each party shall pay bear its own attorney's fees and expensesexpert's fees. The arbitrators shall not award punitive, consequential, and/or indirect damages and each party hereby waives the right to make claims for such damages with respect to the Agreement. In resolving all disputes between parties, unless an agreement specifies otherwise, the arbitrators shall apply the law of the State of New York, except as may be modified by this Agreement. The arbitrators are by this Agreement directed to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Except as needed for presentation in lieu of a live appearance, depositions shall not be taken. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty (20) days after receipt of a request. The arbitrators shall resolve any discovery disputes by such pre-hearing conferences as may be needed. All parties agree that the arbitrators and any counsel of record to the proceeding shall have the power of subpoena process as provided by law. The parties agree that either shall be entitled to pursue emergency or preliminary injunctive relief in the court of competent jurisdiction, and each party agrees that it shall consent to the stay of such judicial proceedings on the merits of both this Agreement and the related transactions pending arbitration of all underlying claims between the parties immediately following the issuance of any such emergency or injunctive relief.

Arbitration. Any dispute or controversy arising under or Within ten (10) days after receipt of an arbitration notice from a Party, the Parties shall attempt in connection good faith to agree on a single neutral arbitrator with this Agreement relevant industry experience to conduct the arbitration. If the Parties do not agree on a single neutral arbitrator within ten (10) days after receipt of an arbitration notice, each Party shall select one (1) arbitrator and the two (2) Party-selected arbitrators shall select a third arbitrator with relevant industry experience to constitute a panel of three (3) arbitrators to conduct the arbitration in accordance with the Rules. In the event that only one of the Parties selects an arbitrator, then such arbitrator shall be settled exclusively by entitled to act as the sole arbitrator to resolve the Dispute or any all unresolved issues subject to the arbitration, conducted . Each and every arbitrator of the arbitration panel conducting the arbitration must and shall agree to render an opinion within twenty (20) days after the final hearing before an arbitrator in the panel. The place of arbitration shall be New York, New York York, U.S., and the language used in accordance any such proceeding (and for all testimony, evidence and written documentation) shall be English. Any arbitration under this Section shall be conducted with the rules of the American Arbitration Association then in effect. Judgment (“AAA”) Commercial Arbitration Rules (or the AAA International Arbitration Rules, if recommended under the AAA guidelines) (the “Rules”), as such Rules may be entered on amended from time to time. In such arbitration the governing law to be applied is as described in Section, The Parties acknowledge that they desire for any arbitration to be conducted in an efficient, speedy and economical manner. The Parties shall use good faith efforts to complete arbitration under this Section within one hundred eighty (180) days following the initiation of such arbitration. In order to effectuate this desire, the arbitrators shall establish procedures reasonably directed to facilitating such goals and completing such arbitration within CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION such one hundred eighty (180) day period. The decision or award of the arbitrator(s) shall be final, binding, and incontestable and may be used as a basis for judgment thereon in any jurisdiction. To the full extent permissible under Laws, the Parties hereby expressly agree to waive the right to appeal from the decision of the arbitrator(s), there shall be no appeal to any court or other authority (government or private) from the decision of the arbitrator(s), and the Parties shall not dispute nor question the validity of such decision or award before any regulatory or other authority in any jurisdiction where enforcement action is taken by the Party in whose favor the decision or award is rendered, except in the case of fraud. The arbitrator(s) shall, upon the request of any Party, issue a written opinion of the findings of fact and conclusions of law and shall deliver a copy to each of the Parties. Without limiting any other remedies that may be available under Laws, the arbitrator(s) shall have no authority to award provisional remedies of any nature whatsoever, or punitive, special, consequential, or any other similar form of damages. Each Party shall bear its own costs and attorney’s fees, and the Parties shall equally bear the fees, costs, and expenses of the arbitrator(s) and the arbitration award in any court having jurisdiction, proceedings; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction arbitrator(s) may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered exercise discretion to award punitive damages against any party costs, including attorney’s fees, to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.Party’

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with If the rules Parties fail to reach agreement within ten (10) days following the end of the American Consultation Period (the “Arbitration Association then in effect. Judgment may be entered on Initiation Date”) and the arbitration award in any court having jurisdictionBreaching Party has not cured such alleged breach to the Alleging Party’s reasonable satisfaction, provided, however, that the Company Alleging Party and the Breaching Party shall be entitled to seek initiate binding arbitration to resolve such dispute. Such arbitration shall be conducted under the Commercial Arbitration Rules of the AAA by a restraining [single] arbitrator who is selected by mutual agreement of the Parties or, if they cannot agree within twenty (20) days following the Arbitration Initiation Date, by the AAA. The arbitration shall be conducted in [Chicago, Illinois]. Each Party shall be entitled to be represented by counsel and shall bear its own expenses in connection with such arbitration. Licensor shall involve representatives of the Relevant Community in such arbitration. Each Party shall bear its own costs and expenses, and the costs and expenses of the arbitrator shall be divided evenly between the Parties. The arbitrator shall be authorized to determine questions of fact and law, to award monetary damages and to order specific performance, provided that the sole questions to be determined by the arbitrator is whether the Breaching Party has material breached the terms of this Agreement and whether any failure of the Alleging Party to accept any proposed or injunction actual cure of such breach was reasonable. For avoidance of doubt, the arbitrator is precluded from making any determination as to the sufficiency of Licensee or its Affiliate’s provision of Relevant IANA Services. The results of the arbitration shall be final and binding, and shall be supported by a reasoned opinion. The arbitral award may be enforced in any court of competent jurisdiction to prevent any continuation jurisdiction. Upon mutual agreement of the Parties, the consultation, mediation and arbitration processes of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction Alleged Breach, may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against combined with any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesprocesses initiated under another Community License Agreement.

Arbitration. Any dispute or controversy between Company and Executive, arising under out of or in connection with relating to this Agreement Agreement, the breach of this Agreement, or otherwise, shall be settled exclusively by arbitrationarbitration in San Diego, conducted before an arbitrator in New York, New York in accordance with the rules of California administered by the American Arbitration Association in accordance with its National Rules for the Resolution of Employment Disputes then in effect. Judgment effect and judgment on the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdictionjurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of Company and Executive. The Company shall pay all of the direct costs and expenses in any arbitration hereunder and the arbitrator’s fees and costs; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings have the discretion to award the prevailing party reimbursement of fact its, his or its reasonable attorney’s fees and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be validcosts; provided, binding, final and non-appealable, provided however, that the parties hereto agree prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement parties’ obligations pursuant to this Section 18, sentence shall terminate on the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses tenth (10th) anniversary of the prevailing parties, except that if in the opinion date of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees Executive’s termination of employment. The Company and expensesExecutive hereby expressly waive their right to a jury trial.

Arbitration. Any dispute or controversy arising under out of or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator referred to arbitration in New York, New York London in accordance with the rules Arbitration Act of 1996 of the American Arbitration Association then in effect. Judgment may be entered on United Kingdom or any statutory modification or re-enactment thereof save to the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled extent necessary to seek a restraining order or injunction in any court of competent jurisdiction give effect to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant Article. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. Arbitration shall be before three arbitrators. A Party wishing to this Section 18refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Parties, requiring the other Party(ies) to appoint its/ their own arbitrator within 14 calendar days of that notice, and stating that it will appoint its arbitrator as sole arbitrator unless the other Party(ies) appoint(s) its/ their own arbitrator and give notice that it/they has (have) done so within the 14 days specified. If the other Party(ies) do(es) not appoint its/ their own arbitrator and give notice that it/ they has (have) done so within the 14 days specified, the nonParty referring a dispute to arbitration LEGAL\34560471\1 INDAMEX CROSS SPACE CHARTER, SAILING AND COOPERATIVE WORKING AGREEMENT Agreement No. 011830-prevailing parties 012 (7th Edition) First Revised Page No. 13 may, without the requirement of any further prior notice to the other Party(ies), appoint its arbitrator as sole arbitrator and shall advise the other Party(ies) accordingly. The award of a sole arbitrator shall be required binding on all Parties as if he had been appointed by agreement. Nothing herein shall prevent the Parties from agreeing in writing to pay vary these provisions to provide for the reasonable attorney's fees and expenses appointment of a sole arbitrator. In cases where neither the prevailing parties, except that if claim nor any counterclaim exceeds the sum of US$ 100,000 the arbitration shall be conducted in accordance with the opinion of LMAA Small Claims Procedure current at the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensestime when arbitration proceedings are commenced.

Arbitration. If a dispute arises between the parties, then the ----------- parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth below. Any dispute, controversy, or claim arising out of or relating to this Agreement, the breach, termination or invalidity thereof, or Executive's noncompetition obligations, including claims of tortious interference or other tort or statutory claims, and including without limitation any dispute or controversy arising under or in connection with concerning the scope of this Agreement arbitration clause, shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York arbitration in accordance with the rules Employment Dispute Arbitration Rules of the American Arbitration Arbitrators Association then in effect. Judgment The judgment on the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdictionjurisdiction thereof. The arbitration under this Agreement shall be held in Nashville, providedTennessee, or at such other place as may be selected by mutual agreement of the parties. The arbitrator shall be mutually acceptable to the parties, or failing agreement, selected pursuant to the Employment Dispute Arbitration Rules of the American Arbitrators Association. The parties intend that the arbitrator shall be independent and impartial. To this end, the arbitrator shall disclose to the parties any professional, family, or social relationships, past or present, with any party or counsel. Strict rules of evidence shall not apply in any arbitration conducted pursuant to this Agreement. The parties may offer such evidence as they desire and the arbitrator shall accept such evidence as the arbitrator deems relevant to the issues and accord it such weight as the arbitrator deems appropriate. The arbitrator shall have the discretion to order a prehearing 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. No party shall be allowed, however, that to take more than one deposition of the Company opposing party and no deposition shall last longer than six (6) hours. All disputes regarding discovery shall be entitled decided by the arbitrator. The arbitrator award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to seek the laws of the State of Tennessee or, if applicable, federal law. The arbitrator shall have the authority to award any remedy or relief that a restraining federal or state court within the State of Tennessee could order or injunction in any grant. Any provisional remedy that would be available from a court of law shall be available from the arbitrator to the parties, pending the arbitrator's determination of the merits of the parties' dispute. This shall include orders of attachment, temporary restraining orders, injunctions, and appointment of a receiver. If the arbitrator issues such an order, either party may immediately apply to a court of competent jurisdiction to prevent any continuation of any violation for enforcement of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingorder, even though the arbitrator shall prepare written findings of fact and conclusions of lawmay not have rendered a final award. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's All fees and expenses of the prevailing partiesarbitration, except that if in including the opinion fees of the court arbitrator and the expense of each parties' counsel, experts, witnesses and preparation and presentation of proofs, shall be paid by Company. Unless legally required to do so, neither party may disclose the existence, content, or arbitrator deciding such action there is no prevailing results of any arbitration under this Agreement without the prior written consent of the other party, each party nor may the arbitrator disclose any such information without the consent of both parties. This provision shall pay its own attorney's fees apply to all aspects of the arbitration proceeding, including without limitation, discovery, testimony, other evidence, briefs, and expensesthe award.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York in accordance with If the rules Parties fail to reach agreement within ten (10) days following the end of the American Consultation Period (the “Arbitration Association then in effect. Judgment may be entered on Initiation Date”) and the arbitration award in any court having jurisdictionBreaching Party has not cured such alleged breach to the Alleging Party’s reasonable satisfaction, provided, however, that the Company Alleging Party and the Breaching Party shall be entitled to seek initiate binding arbitration to resolve such dispute. Such arbitration shall be conducted under the Commercial Arbitration Rules of the AAA by a restraining single arbitrator who is selected by mutual agreement of the Parties or, if they cannot agree within twenty (20) days following the Arbitration Initiation Date, then by a three arbitrator panel, with one arbitrator selected by each of the Parties and one selected by the AAA. The arbitration shall be conducted in New York City, New York. Each Party shall be entitled to be represented by counsel and shall bear its own expenses in connection with such arbitration. Licensor shall involve representatives of the Relevant Community in such arbitration. Each Party shall bear its own costs and expenses, and the costs and expenses of the arbitrator shall be divided evenly between the Parties. The arbitrator shall be authorized to determine questions of fact and law, to award monetary damages and to order specific performance, provided that the sole questions to be determined by the arbitrator is whether the Breaching Party has material breached the terms of this Agreement and whether any failure of the Alleging Party to accept any proposed or injunction actual cure of such breach was reasonable. For avoidance of doubt, the arbitrator is precluded from making any determination as to the sufficiency of Licensee or its Affiliate’s provision of Relevant IANA Services. The results of the arbitration shall be final and binding, and shall be supported by a reasoned opinion. The arbitral award may be enforced in any court of competent jurisdiction to prevent any continuation jurisdiction. Upon mutual agreement of the Parties, the consultation, mediation and arbitration processes of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction Alleged Breach, may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against combined with any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesprocesses initiated under another Community License Agreement.

Arbitration. Any dispute controversy or controversy claim arising under out of or in connection with relating to this Agreement Agreement, or the breach or the validity thereof shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York final and binding arbitration in accordance with the rules most current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association then ("AAA"). The arbitration shall be conducted by a tribunal of three (3) arbitrators (the "Tribunal"). Each party shall appoint an arbitrator within ten (10) days from the filing of the Demand and Submission in effectaccordance with Paragraph 7 of the Rules and the two (2) arbitrators shall jointly appoint the third arbitrator, within fifteen (15) days from their appointment, in accordance with Paragraph 7 of the Rules. If the two (2) appointed arbitrators fail to agree upon a third arbitrator within said fifteen (15) days and fail to agree to an extension of such period, the third arbitrator shall be appointed by the AAA in accordance with Paragraph 15 of the Rules. The place of arbitration shall be Arlington, Virginia and the Award shall be issued at the place of arbitration. The Tribunal may, however, call and conduct hearings and meetings at such other places as the parties may agree. The law applicable to the arbitration procedure shall be the Federal Arbitration Act (the "Act") as supplemented by any law of the place of arbitration which is not inconsistent with the Act. The decision of the Tribunal (the "Award") shall be made within ninety (90) days of the appointment of the Tribunal pursuant to the provisions hereof, and the parties hereby agree that any such decision need not be accompanied by a reasoned opinion. The Award may, except as limited by Section 27 of this Agreement, include (i) recovery of actual damages for violation of any obligations under this Agreement or of governing law, including the recovery of attorneys' fees to the prevailing party (ii) injunctive relief against threatened or actual violations of any obligation under the Agreement or of governing law or (iii), if and to the extent permitted under the terms of the Agreement, the remedy of specific performance. The Award shall be final and binding on the parties. Judgment upon the Award may be entered on the arbitration award in any court having jurisdiction, provided, however, that jurisdiction thereof or having jurisdiction over one or more of the Company shall be entitled parties or their assets. The parties specifically waive any right they may enjoy to seek a restraining order or injunction in apply to any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce for relief from the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses or from any decision of the prevailing parties, except that if in Tribunal made prior to the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesAward.

Arbitration. Any dispute Except as set forth in Section 6.7.2 or controversy this Section 8.3, all claims arising under out of or in connection with related to this Agreement Agreement, or a breach hereof, that are not otherwise resolved by the parties by negotiation or voluntary mediation shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York binding arbitration in accordance with the rules procedures set forth in this Section 8.3. All arbitrations will be conducted in Tampa, Florida, or at another location mutually approved by such parties, pursuant to the AAA Rules, by one arbitrator. The arbitrator shall be a lawyer who is disinterested in the controversy, shall be independent of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionparties, provided, however, that the Company shall be entitled to seek have training and experience as an arbitrator and shall have a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement demonstrated reputation for fairness and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected integrity as an arbitrator. Within 20 days The arbitrator is directed by this Agreement to conduct the arbitration hearing expeditiously after demand for arbitration has been filed with the AAA. Depositions shall be permitted only as deemed appropriate by the arbitrator, upon motion of the conclusion party seeking deposition discovery, but shall be limited to no more than two (2) for each party. The parties to the arbitration will be entitled to conduct document discovery as deemed appropriate by the arbitrator. The arbitrator will resolve any discovery disputes. All parties hereto and the Company agree that the arbitrator shall have the power to subpoena documents or parties as provided by law. The award of the arbitrator shall provide for an allocation among the parties of all costs and expenses of the arbitration hearing, on a basis that is just and equitable under the circumstances and shall award reasonable attorney’s fees to the prevailing party. The arbitrator shall prepare written findings have no power to award punitive damages except to the extent authorized by any applicable statute. Notices of fact demand for arbitration must be given in writing to the Company and conclusions the other Shareholders in accordance with Section 9.3 within a reasonable time after the claim has arisen but in no event later than the date when institution of lawlegal or equitable proceedings based on such claim would be barred by the applicable statute of limitations. It is mutually agreed that the written decision The award of the arbitrator shall be validin writing, binding, shall be based on the evidence admitted and the applicable law as determined by the arbitrator and shall contain a reasoned award for each claim. The award rendered by the arbitrator is final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing binding on all parties, except that if in the opinion and judgment may be entered upon it by any court of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensescompetent jurisdiction.

Arbitration. Any dispute For any Dispute involving amounts owed under the Agreement, or controversy arising whether a Party has breached its obligations under or the Agreement (and/or has cured such breach), such Dispute (if not resolved by the Parties under Section 11.1) shall be resolved by final and binding arbitration in connection accordance with this Agreement Section 11.2, under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 11.1, refer any such Dispute to arbitration by submitting written notice to the other Party. Within [***] Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be settled exclusively neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within [***] days of request by a Party for arbitration, conducted before an then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York York, and the proceedings shall be conducted in accordance with the rules English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the American Arbitration Association then essence in effect. Judgment may be entered on the arbitration award in any court having jurisdictionproceeding. The arbitrator shall, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 within [***] calendar days of after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the arbitrator shall prepare written essential findings of fact and conclusions on which the award is based, including the calculation of lawany damages awarded (if applicable). It is mutually agreed that the written decision of the The arbitrator shall be validauthorized to award compensatory damages, binding, final and but shall not be authorized to (i) *Confidential Treatment Requested. award non-appealableeconomic or punitive damages to the extent expressly excluded under this Agreement, provided or (ii) reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the parties hereto damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 11.2 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitrator arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay disclosed beyond the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees Parties, their counsel and expenses will be borne equally by any person necessary to the parties thereto. In conduct of the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18proceeding, the non-prevailing parties shall except as may lawfully be required in judicial proceedings relating to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court arbitration or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesotherwise.

Arbitration. Any controversy, dispute or controversy claim arising under out of or relating in connection with any way to this Agreement shall or the other agreements contemplated hereby or the transactions arising hereunder or thereunder that cannot be resolved by negotiation pursuant to paragraph (a) above shall, be settled exclusively by arbitration, conducted before an arbitrator binding arbitration in New York, New York Hong Kong and in accordance with the rules current Commercial Arbitration Rules of the American Arbitration Association then International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in effectturn shall select a third arbitrator. Judgment may be entered on The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in any court having jurisdictionthe judgment of the arbitrator it is fair to do so. No pre- arbitration discovery shall be permitted, provided, however, except that the Company arbitrator shall be entitled have the power in his or her sole discretion, on application by any party, to seek a restraining order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing. The arbitrator shall render his or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 her award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided in this Section 16.15 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the arbitrator shall prepare written findings of fact status quo until such time as the arbitration panel is convened and conclusions of lawavailable to hear such party's request for temporary relief. It is mutually agreed that the written decision of The award rendered by the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not subject to judicial review and judgment thereon may be empowered to entered in any court of competent jurisdiction. Any monetary award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions made and payable in U.S. dollars free of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court any tax or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesother deduction.

Arbitration. Any dispute controversy or controversy claim arising under out of or relating to this Agreement, or any alleged breach hereof shall be finally determined by a single arbitrator, jointly selected by Employee and Employer, provided that if Employee and Employer are unable to agree upon a single arbitrator after reasonable efforts, the arbitrator shall be an impartial arbitrator selected by the American Arbitration Association. Each party hereto shall share equally the costs of the arbitrator, and the parties agree that the costs of arbitration shall not be subject to reapportionment by the arbitrator; provided, however, that if following a termination of Employee’s employment that follows a Change in Control or if following a termination of Employee’s employment for Good Reason that follows any person other than Rxxxx X. Xxxxx commencing service as the senior most executive officer of MEDNAX, Employee seeks arbitration to enforce the terms of this Agreement, Employer shall bear all costs associated with such arbitration, including but not limited to all costs of the arbitrator, and shall reimburse Employee on a monthly basis for his reasonable legal and other expenses, including all fees, incurred in connection with this Agreement any such arbitration. The arbitration proceedings shall be settled exclusively held in Sunrise, Florida, unless otherwise mutually agreed by arbitrationthe parties, and shall be conducted before an arbitrator in New York, New York in accordance with the rules of the American Arbitration Association National Rules for the Resolution of Employment Disputes then in effect. Judgment on the award rendered by the arbitration panel may be entered on and enforced by any court having jurisdiction thereof. Any such arbitration shall be treated as confidential by all parties thereto, except as otherwise provided by law or as otherwise necessary to enforce any judgment or order issued by the arbitration award arbitrators. Notwithstanding anything herein to the contrary, if Employer or Employee shall require immediate injunctive relief, then the party shall be entitled to seek such relief in any court having jurisdiction, and if the party elects to do so, the other party hereby consents to the jurisdiction of the state and federal courts sitting in the State of Florida and to the applicable service of process. Employee and Employer hereby waive and agree not to assert, to the fullest extent permitted by applicable law, any claim that (i) they are not subject to the jurisdiction of such courts, (ii) they are immune from any legal process issued by such courts and (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. In the event that either party hereto brings suit seeking injunctive relief, the party found to be at fault shall pay all reasonable court costs and attorneys' fees of the other, whether such costs and fees are incurred in a court of original jurisdiction or one or more courts of appellate jurisdiction. Notwithstanding the foregoing, in the event that Employer brings suit against Employee seeking injunctive relief, Employer agrees to advance all of Employee’s reasonable legal and other expenses, including all fees, incurred by Employee in connection with such action, provided, however, that the Company if Employer ultimately prevails in seeking injunctive relief, Employee shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that reimburse Employer all such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full advanced legal fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and other expenses.

Arbitration. Each of the parties hereto agrees to submit to binding arbitration any and all differences and disputes which may arise between them, their heirs, successors, assigns, employees, officers, directors, affiliates, subsidiaries, or Shareholder which are related to this Agreement. Prior to initiating arbitration, the parties shall first meet face-to-face to effect a resolution of the differences. Any dispute or controversy arising under or differences which the parties are unable to resolve in connection with this Agreement said face-to-face meeting shall be heard and finally settled exclusively at a mutually agreed upon location by arbitrationthe parties, conducted before an arbitrator in New York, New York by binding arbitration in accordance with the rules Commercial Rules of the American Arbitration Association then Association. If the parties do not agree upon a location, the arbitration proceeding shall be conducted in effectDallas, Texas. Judgment Any award entered in any such arbitration shall be final, binding, and may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction and enforced in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationjurisdiction. The arbitrator shall require make such orders, conduct and schedule all proceedings in connection with the nonarbitration so that final arbitration commences no less than thirty (30) days and concludes no later than seventy-prevailing five (75) days after a party files the initial notice of arbitration, and so that the final arbitration award is made and delivered to pay the parties within ninety (90) days after the filing of the initial notice of arbitration. The cost of such arbitration shall be apportioned as determined by the arbitrator's full fees and expenses or, if in any manner determined by him/her based upon the fault or lack thereof by the respective parties. If the cost of such arbitration is not apportioned by the arbitrator's opinion there is no prevailing party, then the arbitrator's fees and expenses will cost shall be borne equally between the parties hereto. Nothing herein contained shall be construed as preventing any party from instituting legal or equitable action against any of the other parties for temporary or similar provisional relief to the full extent permitted under the laws applicable to this Agreement, or any such other written agreement between the parties or the performance hereof or thereof or otherwise pending final settlement of any dispute, difference or question by arbitration. Any such provisional relieve may be modified or amended in any way by the parties theretoarbitrator at any time after his appointment. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18/s/ BF Initials Initials (INITIALED: BF, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.MO)

Arbitration. Any dispute In the event any claim or controversy arising arises under or in connection with concerning any provision of this Agreement Agreement, excluding the termination provision (Paragraph 10), Company and Executive hereby agree that such claim or controversy shall be settled exclusively by arbitrationfinal, conducted before an arbitrator in New York, New York binding arbitration in accordance with the rules Employment Dispute Resolution Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionAssociation, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Executive are unable to agree upon an impartial arbitrator within five (5) days of a request for arbitration, the parties shall request a panel of five (5) labor and employment arbitrators from the American Arbitration Association and shall alternatively strike names until a single arbitrator remains. Arbitration shall occur, if practicable, in Santa Xxxxxxx County, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The parties shall share equally in the costs of conducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to seek recover its reasonable attorneys' fees. Notwithstanding the foregoing, nothing herein shall preclude or limit Company from seeking injunctive relief from a restraining order or injunction in any court of competent jurisdiction jurisdiction. Executive acknowledges and agrees that, by agreeing to prevent this provision, he is agreeing to arbitrate any continuation claim relating to his employment, whether or not it arises under the terms of any violation of this Agreement, that may arise under federal and state laws including, but not limited to, claims arising under Title VII, the provisions of Sections 6 or 7 of Age Discrimination in Employment Act, the Agreement Americans with Disabilities Act and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondFair Employment and Housing Act. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingEXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be validEITHER STATE OR FEDERAL, bindingAND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, final and non-appealableIF ANY, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesDETERMINED BY A JURY.

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction, ; provided, however, that the Company or Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections Section 5, 6 or 7 of the Agreement Agreement, as applicable, and the Company, Parent and Executive hereby consents consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (ia) lawyers actively engaged full-time or have been actively engaged in the last 10 years in the practice of law, including as in-house counsel or as a judge; and (iib) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, ; provided however, that the parties Parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this Section 18paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the non-prevailing parties Company shall be required to pay the reasonable attorney's arbitrator’s full fees and expenses of (but not the prevailing partiesExecutive’s legal fees), except that (y) if the Company (or Parent) prevails in such action, Executive shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees) and (z) if, in the opinion of the court or arbitrator deciding such action action, there is no prevailing party, each party shall pay his or its own attorney's ’s fees and expensesexpenses and the arbitrator’s fees and expenses will be borne equally by the Parties thereto.

Arbitration. Any dispute or controversy (a) Except with respect to disputes and claims arising under the Nonsolicitation and Confidentiality Agreement (which the parties hereto may pursue in any court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of his or in connection with this Agreement shall be settled exclusively its own attorneys' fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, conducted before an arbitrator pursuant to the procedures set forth in New York, New York in accordance with the rules National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the "AAA Rules"), shall be the sole and exclusive method for resolving any claim or dispute ("Claim") arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. Judgment may The parties hereto agree that (i) one arbitrator shall be entered appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Los Angeles, California, (iii) each party to the arbitration shall bear his or its own costs and expenses (including, without limitation, all attorneys' fees and expenses, except to the extent otherwise required by applicable law) and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator's fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced, the costs of mediation as set forth in subparagraph (b) below, and the fees and expenses of attorneys, accountants and other experts) to the parties hereto based upon the relative fault of each such party as determined by the arbitrator. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this paragraph 17 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the federal courts (and, if jurisdiction in the federal courts is not proper, then the state courts) sitting in Los Angeles, California, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the arbitration award in any court having grounds of personal jurisdiction, provided, however, venue or inconvenience of the forum. Each party hereto further agrees that the Company shall be entitled to seek a restraining order or injunction each other party hereto may initiate litigation in any court of competent jurisdiction to prevent execute any continuation of judicial judgment enforcing or not enforcing any violation award, judgment or determination of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute or controversy arising under or If at the time of the delivery to the Company of the Parent's Notice of Merger Election there remains any Disputed Amount of Unindemnified Common Stock Purchase Agreement Loss, Parent shall so notify Company in connection a writing delivered within two days after the delivery of the Notice of Merger Election, and Parent shall simultaneously file a Demand for Arbitration of such claim with this Agreement the American Arbitration Association. Binding arbitration of the claim shall be settled exclusively conducted on an expedited basis by arbitrationa single arbitrator, conducted before an arbitrator in New York, New York in accordance with pursuant to the rules Commercial Arbitration Rules of the American Arbitration Association then (except such scheduling rules as are inconsistent with the provisions of this paragraph). Company shall submit its response to Parent's Demand for Arbitration within two days of receipt, and the parties shall select an arbitrator within seven days of the filing of the Demand for Arbitration; if the parties have not been able to agree upon an arbitrator within seven days, the American Arbitration Association shall select the arbitrator. All arbitration proceedings shall be held in effectthe San Francisco Bay area. Judgment The arbitrator upon his/her appointment shall consult with the parties, in person or by telephone, and shall schedule such submissions as are deemed necessary and appropriate, but in any event the arbitrator shall render his/her award upon the claim within 30 days after the selection of the arbitrator. The arbitrator's award shall be final with respect to the amount of such Disputed Amount (if any) to be included in the Unindemnified Common Stock Purchase Agreement Loss for purposes of calculating the amount of the Consideration for Company Common Stock. All costs, fees, expenses of arbitration shall be borne as directed by the arbitrator in his/her award, and judgment on the arbitrator's award may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesthereof.

Arbitration. Any If parties are unable to resolve a dispute or controversy arising under or in connection with this Agreement informally, dispute shall be settled exclusively by submitted to final and binding arbitration. Arbitration shall be initiated and conducted according to JAMS Streamlined (for claims under $250,000) or JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, conducted before an arbitrator in New Yorkexcept as modified herein, including Optional Appeal Procedure, at the New York office of JAMS, or its successor ("JAMS") in accordance with effect when request for arbitration is made (the rules "Arbitration Rules"). Parties waive the right to seek punitive damages and arbitrator shall have no authority to award such damages. Arbitrator will provide a detailed written statement of the American Arbitration Association then in effect. Judgment may decision, which will be entered on part of the arbitration award and admissible in any court having jurisdictionjudicial proceeding to confirm, providedcorrect or vacate the award. If a party refuses to perform any or all obligations under the final arbitration award (following appeal, howeverif applicable) within 30 days of such award being rendered, that then the Company shall be entitled to seek a restraining order or injunction other party may enforce the final award in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondin New York County. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators The party seeking enforcement shall be selected as entitled to an arbitrator. Within 20 days award of the conclusion of the arbitration hearingall costs, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses, including attorneys' fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief through arbitration and/or in any state and federal courts of the United States. Any dispute or portion, or claim for a particular form of relief (not precluded by a provision of the Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in New York, New York. NOTICE: YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF MATTERS INVOLVING THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY NEW YORK LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY POSSESS TO HAVE A DISPUTE LITIGATED IN COURT OR JURY TRIAL. YOU ARE ALSO GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER AUTHORITY OF NEW YORK CODE OF CIVIL PROCEDURE. NEVERTHELESS YOUR AGREEMENT TO THIS ARBITRATION IS VOLUNTARY.

Arbitration. Any dispute or controversy arising under or Notwithstanding anything herein to the contrary, in connection with this Agreement the event that there shall be settled exclusively a dispute among the parties arising out of or relating to this Agreement, or the breach thereof, the parties agree that such dispute shall be resolved by arbitrationfinal and binding arbitration in New York City, conducted before an arbitrator in New York, New York in accordance with the rules of administered by the American Arbitration Association (the “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If employee, on the one hand, and employer, on the other hand, do not agree on the arbitrator within fifteen (15) days after a party requests arbitration, the arbitrator shall be selected by employer and employee from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in effectthe same order, and the last remaining person on the list shall be the arbitrator. Judgment This selection process shall take place within the two (2) business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the arbitration proceedings shall commence within twenty (20) days of the selection of the arbitrator or as soon thereafter as the arbitrator is available. The arbitrator shall deliver his or her opinion within twenty (20) days after the completion of the arbitration hearings. The arbitrator’s decision shall be final and binding upon the parties, and may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction and enforced in any court of competent jurisdiction to prevent any continuation of any violation by either of the provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationparties. The arbitrator shall require have the non-prevailing party power to pay grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this Agreement, the arbitrator's full ’s fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will shall be borne shared equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.

Arbitration. Any dispute In the event any claim or controversy arising arises under or in connection with concerning any provision of this Agreement Agreement, including the termination provision (Paragraph 10), Company and Executive hereby agree that such claim or controversy shall be settled exclusively by arbitrationfinal, conducted before an arbitrator in New York, New York binding arbitration in accordance with the rules Employment Dispute Resolution Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionAssociation, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Executive are unable to agree upon an impartial arbitrator within five (5) days of a request for arbitration, the parties shall request a panel of five (5) labor and employment arbitrators from the American Arbitration Association and shall alternatively strike names until a single arbitrator remains. Arbitration shall occur, if practicable, in Santa Xxxxxxx County, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The parties shall share equally in the costs of conducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to seek recover its reasonable attorneys' fees. Notwithstanding the foregoing, nothing herein shall preclude or limit Company from seeking injunctive relief from a restraining order or injunction in any court of competent jurisdiction jurisdiction. Executive acknowledges and agrees that, by agreeing to prevent this provision, he is agreeing to arbitrate any continuation claim relating to his employment, whether or not it arises under the terms of any violation of this Agreement, that may arise under federal and state laws including, but not limited to, claims arising under Title VII, the provisions of Sections 6 or 7 of Age Discrimination in Employment Act, the Agreement Americans with Disabilities Act and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondFair Employment and Housing Act. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingEXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be validEITHER STATE OR FEDERAL, bindingAND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, final and non-appealableIF ANY, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expensesDETERMINED BY A JURY.

Arbitration. Any dispute MRI and MVL each agree that, except as otherwise required by any applicable collective bargaining agreement, any and all disputes or controversy controversies of any nature between them arising under at any time (whether or not relating to the Picture or to any of the matters referred to in connection with this Agreement Section 9 above), shall be settled exclusively determined by arbitration, conducted before an arbitrator in New York, New York binding arbitration in accordance with the rules Commercial Arbitration Rules of JAMS before a single neutral arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or retired judge with experience in disputes concerning the motion picture industry (e.g., the arbitrators designated in the DGA, SAG or WGA collective bargaining agreements or persons having comparable qualifications) and shall be mutually agreed upon by MRI and MVL. If MRI and MVL are unable to agree on an Arbitrator, the Arbitrator shall be appointed by JAMS. The fees of the American Arbitration Association then in effect. Judgment may Arbitrator shall be entered on the arbitration award in any court having jurisdiction, borne equally by MRI and MVL; provided, however, that the Company Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with the discovery rules applicable in the Supreme Courts of the State of New York; provided, however, that (a) the Arbitrator must authorize such all discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Supreme Court, New York County, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were the Appellate Division of the New York State Supreme Court reviewing a judgment of the trial division of a New York State Supreme Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Supreme Court of New York County, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a restraining order or injunction in any court of competent jurisdiction in New York County, New York without thereby waiving its right to prevent any continuation of any violation arbitration of the provisions of Sections 6 dispute or 7 of controversy under this Section 19. All arbitration proceedings (including proceedings before the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (iAppellate Arbitrators) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected closed to the public and confidential and all records relating thereto shall be permanently sealed, except as an arbitrator. Within 20 days of the conclusion necessary to obtain court confirmation of the arbitration hearing, the arbitrator shall prepare written findings of fact award and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that conducted in New York County in the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationState of New York. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, 19 shall supersede any inconsistent provisions of any prior agreement between the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall pay its own attorney's fees and expenses.