Common use of Arbitration Clause in Contracts

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. ii. Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into v. Except as set forth in Section 15.b., the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receivearbiters may award costs and expenses, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all including reasonable legal attorneys' fees and costs associated with such arbitration and associated judgmentother expenses. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. Any controversy, claim or dispute involving the Parties hereto (aor their Affiliates) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement Agreement, or Executive’s employment or engagement with any member of the Company Group subject matter thereof, shall be solely and exclusively settled by a binding arbitration held in Denver, Colorado to be administered by the American Arbitration Association (“DisputesAAA”) will ). Such arbitration shall be finally settled by arbitration in Houston, Texas, conducted in accordance with the then-existing American Employment Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules Rules of the AAA, with the following exceptions if in conflict: (a) the arbitrator shall be selected by the mutual agreement of the Parties; if the Parties cannot agree on an arbitrator, the Parties shall alternately strike names from a list provided by the AAA until only one name remains; (b) the Company shall pay fees and administrative costs charged by the arbitrator and American Arbitration Association; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to AAA rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorney fees and expenses. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator arbitrator shall have the power to (i) gather such materialsaward any remedies available under applicable law. In addition, information, testimony the arbitrator shall award attorneys’ fees and evidence as the Arbitrator deems relevant costs to the Dispute before him or her (prevailing party, in an amount no greater than allowable by law. The Parties hereto agree that the arbitrator will allow only such discovery as is required by law. The Parties agree to abide by all decisions and each party will provide awards rendered in such materials, information, testimony arbitration proceedings. Such decisions and evidence requested awards rendered by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes arbitrator shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties conclusive. This dispute resolution process and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which hereunder shall be confidential and neither any Party nor the party receiving substantially neutral arbitrator shall disclose the relief sought) shall receiveexistence, in addition to any other award pursuant to contents or results of such arbitration or associated judgment, reimbursement from process without the other party prior written consent of all reasonable legal fees Parties. Notwithstanding the foregoing, claims of worker’s compensation and costs associated with such unemployment compensation benefits shall not be subject to arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to under this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject In the event that any dispute should arise between the parties as to Section 9(b)the meaning, any disputeeffect, controversy performance, enforcement, or claim between Executive other issue in connection with this Agreement, which dispute cannot be resolved by the parties, the dispute shall be decided by final and any member binding arbitration of a panel of three arbitrators. Proceedings in arbitration and its conduct shall be governed by the rules of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator applicable to commercial arbitrations (the “ArbitratorRules”) selected in accordance with except as modified by this Section. The Executive shall appoint one arbitrator, the then-applicable rules Bank shall appoint one arbitrator, and the third shall be appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the AAApanel. The Arbitrator parties shall expeditiously hear appoint their arbitrators within thirty (30) days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and decide all matters concerning the Disputetwo arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. Except as expressly provided to The arbitrators shall render their decision in writing within thirty (30) days after the contrary in this Agreement, close of evidence or other termination of the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested proceedings by the Arbitrator)panel, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The the decision of a majority of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the applicable state law. Any hearings in the arbitration shall be held in Suffolk County, New York unless the parties shall agree upon a different venue, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the parties agree that judgment upon fees and expenses of the award may third arbitrator shall be entered shared equally by any court of competent jurisdictionthe parties. The party whom other costs of the Arbitrator determines is arbitration, including the prevailing party in such arbitration (which fees of AAA, shall be borne as directed in the party receiving substantially decision of the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentpanel. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject Except with regard to Section 9(b)7, all disputes ----------- between the parties concerning the performance, breach, construction or interpretation of this Agreement, or in any dispute, controversy or claim between Executive and any member of the Company Group manner arising out of or relating this Agreement, shall be submitted to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by binding arbitration in Houston, Texas, in accordance with the then-existing rules of the American Arbitration Association Association, which arbitration shall be carried out in the manner set forth below: (“AAA”i) RulesWithin fifteen (15) days after written notice by one party to the other party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall select its designated arbitrator and so notify the demanding party. Within fifteen (15) days thereafter, the two arbitrators so selected shall select the third arbitrator. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 dispute shall be heard by a single arbitrator the arbitrators within ninety (the “Arbitrator”90) selected in accordance with the then-applicable rules days after selection of the AAAthird arbitrator. The Arbitrator decision of any two arbitrators shall expeditiously hear and decide all matters concerning be binding upon the Disputeparties. Except as expressly provided Should any party or arbitrator fail to the contrary in this Agreementmake a selection, the Arbitrator American Arbitration Association shall have designate such arbitrator upon the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf application of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingeither party. The decision of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties Company, its successors and assigns and Executive. (ii) The arbitration proceedings shall take place in Orlando, Florida, and the parties agree that judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the award arbitrators may be entered by into any court having competent jurisdiction without any right of competent jurisdiction. The appeal. (iii) Each party whom shall pay its or his own expenses of arbitration, and the Arbitrator determines is expenses of the prevailing party in such arbitrators and the arbitration (which proceeding shall be shared equally. However, if in the party receiving substantially opinion of a majority of the relief sought) shall receivearbitrators, in addition to any other award pursuant to such claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration or associated judgment, reimbursement from expenses of the other party (including reasonable attorneys' fees) and of all reasonable legal fees the arbitrators and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions proceeding (collectively, the "Arbitration Expenses") against the party raising such unreasonable claim or defense; and if the arbitrators rule in favor of this Section 9Executive, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthen the Company shall be obligated to pay all of the Arbitration Expenses. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (2) Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b5) By entering into this Agreement and entering into Except as set forth in Section 7(e)(ii), the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (ii) Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (bv) By entering into this Agreement and entering into Except as set forth in Section 12(b) below, the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (ii) Within thirty (30) days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (“the "AAA”"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (bv) By entering into this Agreement Except as set forth in Section 19(b) and entering into (c), the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim Any dispute between Executive and any member of the Company Group arising out of or relating to parties under this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any resolved (except as provided below) through informal arbitration conducted under this Section 9 shall be heard by a single an arbitrator (who is selected as provided below) and under the “Arbitrator”) selected in accordance with the then-applicable rules of the AAAAmerican Arbitration Association. The Arbitrator Arbitration shall expeditiously hear be conducted under the rules of said Association at the location where the Executive is then employed by the Corporation, provided, however, that the arbitration shall be conducted at the location specified by the Corporation if the Executive’s out-of-pocket expenses of travel and decide all matters concerning lodging are borne by the DisputeCorporation. Except as expressly provided Each party shall be entitled to present evidence and argument to the contrary in this Agreement, the Arbitrator arbitrator. The arbitrator shall have the power right only to (i) gather such materialsinterpret and apply the provisions of this Agreement and may not change any of its provisions. The arbitrator shall permit reasonable pre-hearing discovery of facts, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him extent necessary to establish a claim or her (and each party will provide such materialsdefense to a claim, information, testimony and evidence requested subject to supervision by the Arbitrator), and (ii) grant injunctive relief and enforce specific performancearbitrator. All Disputes The determination of the arbitrator shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final conclusive and binding upon the disputing parties and the parties agree that judgment upon the award same may be entered by in any court of competent jurisdictionhaving jurisdiction thereof. The arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party whom the Arbitrator determines is the prevailing party in a signed copy of such determination. The expenses of arbitration (which shall be borne equally by the Executive and the Corporation or as the arbitrator shall otherwise equitably determine. In the event the services of an arbitrator are required and if the Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the identity of an arbitrator, within ten (10) days thereafter the Executive and Corporation shall each select an arbitrator and the two arbitrators shall select by mutual agreement an arbitrator. If either party receiving substantially the relief sought) shall receivefails to select an arbitrator, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from then the other party shall select the second arbitrator, and an arbitrator shall be selected by mutual agreement of all reasonable legal fees the two arbitrators. In the event the selected arbitrators are unable to agree on an arbitrator, the two arbitrators shall each select an arbitrator from a list of arbitrator provided by the American Arbitration Association and costs associated with such arbitration and associated judgmentthose arbitrators shall mutually agree upon the selection of an arbitrator who will be the arbitrator. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. Any dispute or other matter in question between the Company and the Reinsurer arising out of, or relating to, the formation, interpretation, performance, or breach of this Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to Section 9(b), any the other within a reasonable time after the dispute has arisen. B. If more than one reinsurer is involved in the same dispute, controversy all such reinsurers shall constitute and act as one party for the purposes of this Article, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claim between Executive and any member claims, nor be construed as changing the liability of the Company Group arising out Reinsurer under the terms of or relating to this Agreement from several to joint. C. Except as set forth in Article III, each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or Executive’s employment or engagement with any member neglects to appoint an arbitrator within 60 days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within 60 days of the Company Group appointment of the second arbitrator, each of the arbitrators shall nominate three individuals. If the two arbitrators are unable to agree upon the third arbitrator within thirty (“Disputes”30) will days of their appointment, the third arbitrator shall be finally settled selected from a list of six individuals (three named by each arbitrator) by a judge of the United States District Court having jurisdiction over the geographical area in which the arbitration is to take place, or if that court declines to act, the state court having general jurisdiction in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rulessuch area. The arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd’s of London Underwriters; the arbitrators shall not have a personal or financial interest in the result of the arbitration. D. The arbitration award hearings shall be held in New York, New York. Each party shall submit its case to the arbitrators within 60 days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by governing law, that is, the state law of the situs of the arbitration as herein agreed; they shall make their decisions according to the practice of the reinsurance business. The decision rendered by a majority of the arbitrators shall be final and binding on both parties. Any arbitration conducted under this Section 9 Such decision shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules condition precedent to any right of legal action arising out of the AAAarbitrated dispute which either party may have against the other. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment Judgment upon the award rendered may be entered by in any court having jurisdiction thereof. E. Each party shall pay the fee and expenses of competent jurisdictionits own arbitrator and one-half of the fee and expenses of the third arbitrator. The party whom All other expenses of the Arbitrator determines is the prevailing party in such arbitration (which shall be equally divided between the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentparties. (b) By entering into this Agreement and entering into F. Except as provided above, arbitration shall be based, insofar as applicable, upon the arbitration provisions procedures of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthe American Arbitration Association. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group Any dispute arising out of or relating to Article 5 of this Agreement or Executive’s employment or engagement Lease (with any member respect to the issues expressly stated therein) shall be submitted to and determined in binding arbitration under the Commercial Arbitration Rules of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) RulesAssociation. The arbitration award shall be final conducted before and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (selected by the “Arbitrator”) parties. If the parties have not selected in accordance with an arbitrator within 30 days of written demand for arbitration, the then-applicable arbitrator shall be selected by the American Arbitration Association pursuant to the then current rules of the AAAthat Association on application by either party. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator arbitrator shall have the power authority to (i) gather fashion such materialsjust, informationequitable and legal relief as he, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materialsin his sole discretion, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingmay determine. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitration, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Stamford, State of Connecticut. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment upon of the award court having jurisdiction may be entered by any court of competent jurisdictionupon the award. The party whom duty to arbitrate shall survive the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, cancellation or termination of this Lease. Landlord and Tenant further agree that in addition to any other award the discovery rights available to them under the Commercial Arbitration Rules they shall have all rights of discovery available to litigants pursuant to such arbitration or associated judgment, reimbursement from the other party Connecticut Rules of all reasonable legal fees and costs associated with such arbitration and associated judgmentCourt then appertaining. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(bIf the grievance still exists and the Association is not satisfied, upon approval by the Association’s grievance committee, the next step is arbitration. 1. If the Association, on behalf of the aggrieved teacher(s), any disputedesires impartial arbitration, controversy or claim between Executive and any member written notice shall be given to the superintendent within twenty (20) schools days after receiving the decision of the Company Group arising out Board (Step D). If a request for impartial arbitration has not been received by the superintendent within twenty (20) days after receiving the Board’s decision (Step D), then the grievance shall be deemed withdrawn. 2. Within fifteen (15) school days after receiving the written request for impartial arbitration, the Board shall enter into the arbitration selection process. The arbitration proceedings shall be conducted by an arbitrator agreed upon by the Association and Board. 3. If agreement has not been reached on the selection of or relating to this Agreement or Executive’s employment or engagement with any member an arbitrator by the end of the Company Group fifteen (“Disputes”15) will be finally settled by arbitration in Houstonschool days after receiving the request for impartial arbitration, Texas, in accordance with the then-existing American Arbitration Association (“AAA”or other mutually agreed upon source) Rulesshall be requested to act as administrator of the proceedings and supply a list of five arbitrators’ names and qualifications. Either party may reject one list of arbitrators in its entirety and request that another list be submitted. From the list of five arbitrators, the party initially requesting the arbitration shall strike two names from the list and then the other party shall strike two names from the list. The arbitration award shall be final and binding person whose name remains on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which list shall be the party receiving substantially arbitrator selected. The arbitrator shall be notified by the relief sought) superintendent of his/her selection and requested to contact the parties to set a hearing date, time, and place. 4. Neither the Board nor the Association shall receive, in addition be permitted to assert any other award pursuant grounds or submit any evidence to such arbitration or associated judgment, reimbursement from the arbitrator which had not previously been disclosed to the other party during the previous steps. 5. The arbitrator shall have no power to nullify, alter, modify, amend, ignore, add to or subtract from the provisions, terms or conditions of all reasonable legal fees and costs associated with this agreement in any way. The arbitrator’s decision must be based solely upon his/her interpretation of the meaning or application of the express relevant provision of this agreement. 6. Insofar as such arbitration and associated judgmentis limited as stated in the preceding paragraph, both parties agree to abide by the results of the findings of the arbitrator. (b) By entering into this Agreement and entering into 7. Any grievance which arose prior to the arbitration provisions effective date of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALagreement shall not be processed. 8. Each party shall bear the full cost for its representation in the arbitration. The cost of the arbitrator and the American Arbitration Association shall be divided equally between the Board and the Association. 9. If either party requests a transcript of the proceedings, that party shall bear full costs for the transcript. If both parties order a transcript, the cost of the two (c2) Nothing in this Section 9 transcripts shall prohibit be divided equally between the parties. If the arbitrator requests a party to this Agreement from (i) instituting litigation to enforce any arbitration awardcopy of the transcript, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencycost shall be divided equally between the parties.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (2) Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (“the "AAA”"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b5) By entering into this Agreement and entering into Except as set forth in Section 6(d)(ii), the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject Except with regard to Section 9(b)6, all disputes between the parties or any disputeclaims concerning the performance, controversy breach, construction or claim between Executive and interpretation of this Agreement, or in any member of the Company Group manner arising out of or relating this Agreement, shall be submitted to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by binding arbitration in Houston, Texas, in accordance with the then-existing Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (“the "AAA”"), which arbitration shall be carried out in the manner set forth below: (a) RulesWithin fifteen (15) days after written notice by one party to the other party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator as the third arbitrator. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 dispute shall be heard by a single arbitrator the arbitrators within ninety (the “Arbitrator”90) selected in accordance with the then-applicable rules days after appointment of the AAAthird arbitrator. The Arbitrator shall expeditiously hear and decide decision of any two (2) or all matters concerning three (3) of the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes arbitrators shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives binding upon the parties without any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingappeal. The decision of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties Company, its successors and the parties agree that judgment assigns, and upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receiveExecutive, in addition to any other award pursuant to such arbitration or associated judgmenthis heirs, reimbursement from the other party of all reasonable personal representatives, and legal fees and costs associated with such arbitration and associated judgmentrepresentatives. (b) By entering The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the arbitrators may be entered into this Agreement and entering into the arbitration provisions any court having competent jurisdiction without any right of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALappeal. (c) Nothing Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in this Section 9 shall prohibit the opinion of a party to this Agreement from (i) instituting litigation to enforce majority of the arbitrators, any arbitration claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or (ii) joining any part of the arbitration expenses of the other party to this Agreement (other than attorneys' fees which are covered in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency7.5 below) and of the arbitrators and the arbitration proceeding.

Arbitration. (a) Subject to Section 9(b)If the grievance is not satisfactorily settled at Step 3, any disputeeither the Employer or the Association may, controversy or claim between Executive and any member within ten (10) work days after receipt of the Company Group arising out of or relating Step 3 answer, request that the grievance be submitted to this Agreement or Executive’s employment or engagement with any member binding arbitration. If the grievance is not submitted to arbitration within such ten (10) day period, it will be considered closed on the basis of the Company Group Step 3 answer. (“Disputes”b) will be finally settled by If the grievance is appealed to arbitration in Houstonas herein provided, Texasthe parties may mutually agree upon an arbitrator to hear the grievance. If the parties are unable to mutually agree upon an arbitrator then the party desiring arbitration shall, in accordance with within ten (10) work days of the then-existing date of its written request for arbitration, submit a demand to the American Arbitration Association (“AAA”) Rulesfor arbitration of the grievance. The arbitration award arbitrator shall then be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules Voluntary Labor Arbitration Rules of the AAAAmerican Arbitration Association in effect as of the time of such demand. (c) The arbitration hearing shall be governed by the Voluntary Labor Arbitration Rules of the American Arbitration Association. (d) Each party shall be responsible for its own expenses, if any, in connection with the arbitration proceedings. The Arbitrator shall expeditiously hear arbitration fees and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes expenses shall be arbitrated on an individual basis, and split evenly between each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. party. (e) The decision of the Arbitrator arbitrator must be based on an interpretation of one or more of the provisions of this Agreement or any supplement or amendment thereto. The arbitrator shall have no power to add to, take from, modify, or alter this Agreement or any supplement or amendment thereto. Any matter submitted to arbitration over which the arbitrator has no power to rule shall be reasonedreferred back to the parties without decision. (f) The arbitrator's decision, rendered when made in writingaccordance with her jurisdiction and authority, shall be final and binding upon the disputing parties Employer, the Association and the parties agree that judgment upon the award may any employee or employees involved and cannot be entered changed by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentindividual. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (2) Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (“the "AAA”"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b5) By entering into this Agreement and entering into Except as set forth in Section 6(e)(d)(ii), the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject to Section 9(b)Any disagreement, any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment the interpretation or engagement with validity hereof shall be settled exclusively and finally by arbitration. It is specifically understood and agreed that any member disagreement, dispute or controversy which cannot be resolved between the parties, including without limitation any matter relating to the interpretation of this Agreement, may be submitted to arbitration irrespective of the Company Group (“Disputes”) will magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy would otherwise be finally settled considered justifiable or ripe for resolution by a court or arbitral tribunal. The arbitration in Houston, Texas, shall be conducted in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (the “AAA”). (b) RulesThe arbitral tribunal shall consist of one arbitrator who shall be an attorney of recognized standing at the bar with at least 15 years experience in the practice of law. The parties to the arbitration award jointly shall directly appoint such arbitrator within 30 days of initiation of the arbitration. If the parties shall fail to appoint such arbitrator as provided above, such arbitrator shall be final appointed by the AAA as provided in the Commercial Arbitration Rules and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to person who (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him maintains his or her (and each party will provide such materialsprincipal place of business either within 75 miles of Buffalo, information, testimony and evidence requested by the Arbitrator), New York and (ii) grant injunctive relief had substantial experience in commercial and enforce specific performancebusiness matters. All Disputes The Company or the Bank shall pay all of the fees and expenses of the arbitrator. The Bank shall pay all of the fees and expenses of the arbitrator, in a lump sum no later than two and one-half months after the end of the calendar year in which such expenses were incurred. The arbitration shall be arbitrated on an individual basisconducted within the Buffalo, and New York metropolitan area or in such other city in the Untied States of America as the parties to the dispute may designate by mutual written consent. (c) At any oral hearing of evidence in connection with the arbitration, each party hereto hereby foregoes and waives any thereto or its legal counsel shall have the right to arbitrate examine its witnesses and to cross-examine the witnesses of any Dispute opposing party. No evidence of any witness shall be presented unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing or except under extraordinary circumstances where the interests of justice require a class action different procedure. (d) A decision or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision award of the Arbitrator arbitral tribunal shall be reasoned, rendered in writing, be final and binding upon the disputing parties and to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal. The parties hereto agree that the arbitral award may be enforced, against the parties agree to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered by in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmenthaving jurisdiction thereof. (be) By entering into this Agreement and entering into Nothing herein contained shall be deemed to give, the arbitration arbitral tribunal any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALAgreement. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b)If any controversy, any dispute, controversy claim or claim between Executive and any member of the Company Group dispute arising out of or relating to this Agreement or Executive’s employment the breach or engagement with any member performance thereof occurs, the parties shall meet and exert reasonable efforts to reach an amicable settlement for a period not to exceed twenty (20) days from the date written notice of the Company Group controversy, claim or dispute is served by the complaining party to the other party under this Agreement. If for any reason such settlement fails to occur within such twenty-day period (“Disputes”or such other period as the parties may agree in writing), the parties will then enlist the services of a mutually agreed upon industry representative to facilitate settlement negotiations for an additional twenty (20) will day period in an attempt to resolve the controversy. If a favorable resolution is not attained within the additional twenty (20) day period, the controversy, claim or dispute shall be finally settled submitted to binding arbitration administered by arbitration in Houston, Texas, the American Arbitration Association in accordance with the then-existing American its Commercial Arbitration Association Rules (“AAAAAA Rules”) and subject to the Federal Arbitration Act, 9 U.S.C. Sections 1 et seq., and judgment on any award thereby rendered may be entered in any court having jurisdiction thereof. (a) Any such arbitration shall proceed as promptly and as expeditiously as possible (and the parties shall cooperate to this end) before three arbitrators, consisting of one arbitrator appointed by the claimant, one arbitrator appointed by the respondent, and the third arbitrator appointed by the two party-appointed arbitrators. Arbitration shall be initiated by written notice of intention to arbitrate made pursuant the AAA Rules. The arbitration award claimant shall identify its appointed arbitrator in the notice of intention to arbitrate, and the respondent shall identify its appointed arbitrator within ten (10) days of its receipt of the notice of intention to arbitrate. The two party-appointed arbitrators shall agree upon and appoint the third arbitrator within the ten (10) day period following the appointment of the second party-appointed arbitrator. If either the claimant or the respondent fail to appoint an arbitrator pursuant to the foregoing, or if the two party-appointed arbitrators fail to agree upon and appoint the third arbitrator within the above-referenced ten (10) day period, then such arbitrator or arbitrators shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard appointed by a single arbitrator (the “Arbitrator”) selected in accordance with AAA pursuant to the then-applicable rules of the AAAAAA Rules. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator arbitrators chosen or appointed shall have expertise and/or experience in the power to (i) gather such materials, information, testimony oil and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentgas industry. (b) By entering into Nothing in this Agreement and entering into Section shall be deemed to preclude any party from applying to any court of competent jurisdiction at any time prior to the formation of the arbitration provisions panel (including before or during the 20-day negotiation period referenced in the first sentence of this Section 9Section) for injunctive, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYprovisional or other emergency relief pertaining to the subject matter of a controversy, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALclaim or dispute that is arbitrable hereunder, or applying for such relief in aid of arbitration after formation of the arbitration panel, where (i) the arbitration award to which the party may be entitled may be rendered ineffectual without such relief, (ii) the party seeking such relief is not in breach of this Section, and (iii) the relief sought will not materially delay or frustrate the arbitration. The grant or denial of any court-ordered relief pursuant to this paragraph shall not constitute or be deemed to be a ruling on the merits of the matter to be arbitrated, nor shall any application for such relief be deemed to be a waiver of any right to arbitration hereunder. (c) Nothing The parties hereby agree that the costs and expenses, including attorneys’ fees, incurred in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce connection with any arbitration awardor court proceeding hereunder shall be awarded in favor of the prevailing party and against the losing party as determined by the arbitration panel or court, or (ii) joining as the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencycase may be.

Arbitration. (a) Subject In the event of any disputes or differences arising hereafter between the contracting parties with reference to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group transaction arising out of from or relating in any way to this Agreement on which agreement between the parties hereto cannot be reached, the same shall be decided by arbitration. The following procedures apply: 1. Three arbitrators will decide any dispute or Executive’s employment difference. The arbitrators must be disinterested officers or engagement with any member retired officers of life insurance or life reinsurance companies other than the two parties to the Agreement or their affiliates. Each of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance contracting companies agrees to appoint one of the arbitrators with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreementthird, the Arbitrator shall have the power "Umpire", to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested be chosen by the Arbitrator), and (ii) grant injunctive relief and enforce specific performanceother arbitrators. All Disputes shall be arbitrated on In the event that either party should fail to choose an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as arbitrator within 30 days following a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered written request by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement do so, the requesting party may choose an Umpire before entering upon arbitration. In the event that the two arbitrators shall not be able to agree on the choice of the Umpire within 30 days following their appointment, each arbitrator shall nominate five candidates within 10 days thereafter, four of whom the other shall decline, and the Umpire shall be chosen by the President of the American Arbitration Association. 2. The arbitrators shall consider customary and standard practices in a litigation initiated the life reinsurance business. They shall decide by a person majority vote of the arbitrators. There shall be no appeal from their written decision. Judgement may be entered on the decision of the arbitrators by any court having jurisdiction. 3. Each party shall bear the expense of its own arbitrator and outside attorney fees, and shall jointly and equally bear with the other party the expense of the third arbitrator. 4. Any arbitration instituted pursuant to this Article shall be held in New York, New York and the laws of the State of New York and, to the extent applicable, the Federal Arbitration Act shall govern the interpretation and application of this Agreement. 5. This Article shall survive termination of this Agreement. 6. Submission of a matter to arbitration shall be condition precedent to any right to seek injunctive or entity that is not other provisional relief pending the arbitration of a party matter subject to arbitration pursuant to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyIn any legal proceeding the laws of the State of New York will govern.

Arbitration. (a) Subject Except as otherwise expressly provided elsewhere in this Agreement, in the event that any dispute should arise between the parties as to Section 9(b)the meaning, any disputeeffect, controversy performance, enforcement, or claim between Executive other issue in connection with this Agreement, which dispute cannot be resolved by the parties, the dispute shall be decided by final and any member binding arbitration of a panel of three arbitrators. Proceedings in arbitration and its conduct shall be governed by the rules of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator applicable to commercial arbitrations (the “ArbitratorRules”) selected in accordance with except as modified by this Section. The Employee shall appoint one arbitrator, the then-applicable rules Company shall appoint one arbitrator, and the third shall be appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the AAApanel. The Arbitrator parties shall expeditiously hear appoint their arbitrators within thirty (30) days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and decide all matters concerning the Disputetwo arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. Except as expressly provided to The arbitrators shall render their decision in writing within thirty (30) days after the contrary in this Agreement, close of evidence or other termination of the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested proceedings by the Arbitrator)panel, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The the decision of a majority of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the Florida Arbitration Code or any applicable successor legislation. Any hearings in the arbitration shall be held in the Palm Beach County, Florida unless the parties shall agree upon a different venue, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the parties agree that judgment upon fees and expenses of the award may third arbitrator shall be entered shared equally by any court of competent jurisdictionthe parties. The party whom costs of the Arbitrator determines is arbitration, including the prevailing party in such arbitration (which fees of AAA, shall be borne as directed in the party receiving substantially decision of the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentpanel. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any dispute, Any dispute or controversy arising under or claim between Executive and any member of the Company Group arising out of or relating to in connection with this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will shall be finally settled exclusively by arbitration in HoustonIndianapolis, TexasIndiana by three arbitrators, one of whom shall be appointed by the Company, one of whom shall be appointed by the Executive, and the third of whom shall be appointed by the first two arbitrators. If either the Company or the Executive fails to appoint an arbitrator within 20 days of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within 20 days after the second arbitrator is designated, then such arbitrator shall be appointed by the Chief Judge of the United States District Court located in the city of Indianapolis, or upon his failure to act, by the American Arbitration Association so as to enable the arbitrators to render an award within 90 days after the three arbitrators have been appointed. Following the selection of arbitrators as set forth above, the arbitration shall be conducted promptly and expeditiously and in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAAAmerican Arbitration Association. The Arbitrator shall expeditiously hear and decide all matters concerning Pending the Dispute. Except as expressly provided resolution of such dispute or controversy, the Company will continue to pay the Executive without interruption his full base salary at the rate in effect immediately before the notice giving rise to the contrary dispute was given and continue the Executive as a participant in this Agreementall thrift, incentive, compensation, pension, life insurance, health and accident or disability plans in which the Arbitrator shall have Executive was participating when the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant notice giving rise to the Dispute dispute was given at the level in effect immediately before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performancenotice. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award Judgment may be entered by on the arbitrator's award in any court of competent having jurisdiction. The party whom ; provided, however, that the Arbitrator determines is the prevailing party in such arbitration (which Executive shall be entitled to seek specific performance of his right to be paid during the party receiving substantially the relief sought) shall receive, pendency of any dispute or controversy arising under or in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated connection with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in The Company shall bear all of the expenses relating to any arbitration under this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyAgreement.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to All disputes under this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will shall be finally settled by arbitration in Houstonbefore a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to arbitration under this Section 7.5. The arbitrator shall be selected by the joint agreement of the Indemnifying Party and Indemnified Party, Texasbut if they do not so agree within 20 days after the date of the notice referred to above, the selection shall be made pursuant to the rules from the panels of arbitrators maintained by such Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto; 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 the decision of the arbitrator in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award herewith shall be final and binding on both partieswithout right of appeal. Any Each party shall pay its own expenses of arbitration conducted under this Section 9 and the expenses of the arbitrator shall be heard by a single arbitrator (equally shared; provided, however, that if in the “Arbitrator”) selected in accordance with the then-applicable rules opinion of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreementarbitrator any claim for indemnification or any defense or objection thereto was unreasonable, the Arbitrator shall have the power to (i) gather such materialsarbitrator may assess, informationas part of his award, testimony and evidence as the Arbitrator deems relevant to the Dispute before him all or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision part of the Arbitrator shall arbitration expenses of the other party (including reasonable attorneys' fees) and of the arbitrator against the party raising such unreasonable claim, defense or objection. To the extent that arbitration may not be reasoned, rendered in writing, be final and binding upon the disputing parties legally permitted hereunder and the parties to any dispute hereunder may not at the time of such dispute mutually agree that judgment upon the award to submit such dispute to arbitration, any party may be entered by any commence a civil action in a court of competent jurisdictionappropriate jurisdiction to solve disputes hereunder. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing contained in this Section 9 7.5 shall prohibit a party to this Agreement prevent the parties from (i) instituting litigation to enforce settling any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated dispute by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencymutual agreement at any time.

Arbitration. (a) Subject to Section 9(b)Except as otherwise expressly provided herein, any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to in connection with this Agreement Agreement, or Executive’s employment the interpretation, breach, termination or engagement with any member of the Company Group validity thereof (“DisputesDispute”) will shall be finally settled resolved by arbitration in Houston, Texas, in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”), except as modified herein and such arbitration shall be administered by the AAA. The place of arbitration shall be New York, New York. (b) There shall be one arbitrator who shall be agreed upon by the parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If any arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by the AAA shall be a retired judge or a practicing attorney with no less than fifteen years of experience with corporate and limited partnership matters and an experienced arbitrator. In rendering an award, the arbitrator shall be required to follow the laws of the state of Delaware. (c) The award shall be in writing and shall briefly state the findings of fact and conclusions of law on which it is based. The arbitrator shall not be permitted to award punitive, multiple or other non-compensatory damages. The award shall be final and binding on both parties. Any arbitration conducted under this Section 9 upon the parties and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with sole and exclusive remedy between the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided parties regarding any claims, counterclaims, issues or accounting presented to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performancearbitrator. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment Judgment upon the award may be entered by in any court having jurisdiction over any party or any of competent jurisdictionits assets. Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award shall be charged against the party resisting such enforcement. (d) All Disputes shall be resolved in a confidential manner. The party whom arbitrator shall agree to hold any information received during the Arbitrator determines is arbitration in the prevailing party in such arbitration (which strictest of confidence and shall be the party receiving substantially the relief sought) shall receive, in addition not disclose to any other award pursuant to such non-party the existence, contents or results of the arbitration or associated judgment, reimbursement from any other information about such arbitration. The parties to the arbitration shall not disclose any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of all the proceeding except as may be required by law, regulatory or governmental authority or as may be necessary in an action in aid of arbitration or for enforcement of an arbitral award. Before making any disclosure permitted by the preceding sentence (other than private disclosure to financial regulatory authorities), the party intending to make such disclosure shall use reasonable legal fees efforts to give the other party reasonable written notice of the intended disclosure and costs associated with such arbitration and associated judgmentafford the other party a reasonable opportunity to protect its interests. (be) By entering into this Agreement Barring extraordinary circumstances (as determined in the sole discretion of the arbitrator), discovery shall be limited to pre-hearing disclosure of documents that each side will present in support of its case, and entering into non-privileged documents essential to a matter of import in the arbitration provisions of this Section 9proceeding for which a party has demonstrated a substantial need. The parties agree that they will produce to each other all such requested non-privileged documents, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALexcept documents objected to and with respect to which a ruling has been or shall be sought from the arbitrator. There will be no depositions. (cf) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated Any claim brought by a person Partner must be brought in such Partner’s individual capacity and not as a plaintiff or entity that is not a party to this Agreement. Furtherclass member in any purported class, nothing in this Section 9 precludes Executive from filing a charge collective or complaint with a federal, state or other governmental administrative agencyrepresentative proceeding.

Arbitration. (a) Subject to Section 9(b), any dispute, Any dispute or controversy or claim between Executive and any member of the Company Group arising out of or relating in ----------- connection with this Agreement as to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach, continuance or termination thereof shall be submitted to arbitration pursuant to the following procedure: (i) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (ii) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association, and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (iii) Subject to the provisions of paragraph 5 (ii) hereof, each party shall bear the cost of the arbitrator appointed by it or on its behalf and its own legal fees, and the remaining costs of the arbitration shall be borne equally by each party. (iv) The arbitration hearing shall be held at a site in Port ▇▇▇▇▇▇, Texas, to be agreed to by a majority of the arbitrators on 10 days' written notice to the parties. (v) The arbitration hearing shall be concluded within 10 days unless otherwise ordered by a majority of the arbitrators, and the award thereon shall be made within 10 days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided parties to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)proceeding, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court either party in the highest court, state of competent federal, having jurisdiction. The party whom parties stipulate that the Arbitrator determines is the prevailing party in such arbitration (which provisions hereof shall be the party receiving substantially the relief sought) shall receive, in addition a complete defense to any other award pursuant suit, action or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to such arbitration any controversy or associated judgment, reimbursement from dispute arising during the other party period of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALAgreement. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b)A. Any controversy, any dispute, controversy dispute or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement the breach hereof which cannot be settled by mutual agreement (other than with any member of respect to the Company Group (“Disputes”matters covered by Section IX for which JTAX may, but will not be required to, seek injunctive relief) will be finally settled by binding arbitration in Houston, Texas, in accordance with the then-existing Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to arbitration in Parsippany, New Jersey, to the American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by Association, before a single arbitrator (the “Arbitrator”) selected appointed in accordance with the then-applicable arbitration rules of the AAAAmerican Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the other, may so submit the points in dispute to arbitration. The Arbitrator shall expeditiously hear arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on the points in dispute will be final, unappealable and decide all matters concerning binding, and judgment on the Dispute. award may be entered in any court having jurisdiction thereof. C. Except as expressly otherwise provided to the contrary in this Agreement, the Arbitrator shall have arbitrator will be authorized to apportion its fees and expenses and the power to (i) gather reasonable attorneys’ fees and expenses of any such materials, information, testimony and evidence party as the Arbitrator arbitrator deems relevant to appropriate. In the Dispute before him or her (absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will provide such materials, information, testimony bear the fees and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf expenses of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. its own attorney. D. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party XVII has been included to this Agreement from (i) instituting litigation to enforce rapidly and inexpensively resolve any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party disputes between them with respect to this Agreement. Further, nothing in and that this Section 9 precludes Executive from filing XVII will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a charge dispute, claim, or complaint controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in or with a federalrespect to such litigation. E. The parties will keep confidential, state and will not disclose to any person, except as may be required by law, the existence of any controversy hereunder, the referral of any such controversy to arbitration or other governmental administrative agencythe status or resolution thereof.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (2) Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (“the "AAA”"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b5) By entering into this Agreement and entering into Except as set forth in Section 7(d)(ii), the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (aIn the event that the Dispute is not resolved in an amicable manner as set forth in Section 8.5(a) Subject or through mediation pursuant to Section 9(b8.5(b), any dispute, controversy or claim between Executive and any member the latter within 30 days of the Company Group arising out submission of or relating the Dispute to mediation, either party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”Section 8.5(c). All Disputes submitted to arbitration pursuant to this Section 8.5(c) will shall be finally settled by arbitration in Houston, Texas, resolved in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association, unless either party involved elects to utilize an independent referee (“Referee”) mutually acceptable to the parties, in which event all references herein to the American Arbitration Association (“AAA”) Rulesshall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single qualified arbitrator (the “Arbitrator”) selected experienced in accordance with the then-applicable rules matters at issue, such Arbitrator to be mutually agreed upon by FIS and LPS. If the parties fail to agree on an Arbitrator within 30 days after notice of commencement of arbitration, the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning American Arbitration Association shall, upon the Dispute. Except as expressly provided request of any party to the contrary dispute or difference, appoint the Arbitrator. All arbitration proceedings shall be held in this Agreementthe city of Jacksonville, Florida in a location to be specified by the Arbitrator shall have (or any place agreed to by the power to (i) gather such materials, information, testimony parties and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action Any order or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision determination of the Arbitrator arbitral tribunal shall be reasoned, rendered in writing, be final and binding upon the disputing parties to the arbitration as to matters submitted and may be enforced by any party to the Dispute in any court having jurisdiction over the subject matter or over any of the parties. The parties agree that judgment upon the award may length of time to be entered provided in any arbitration action to conduct discovery shall be limited to 90 days, the length of time to conduct the arbitration hearing shall be limited to ten days (with each party having equal time) and that the Arbitrator shall be required to render his or her decision within 30 days of the completion of the arbitration hearing. All costs and expenses incurred by the Arbitrator shall be shared equally by the parties. Each party shall bear its own costs and expenses in connection with any court of competent jurisdictionsuch arbitration proceeding. The party whom use of any alternative dispute resolution procedures hereunder will not be construed under the Arbitrator determines is doctrines of laches, waiver or estoppel to affect adversely the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party rights of all reasonable legal fees and costs associated with such arbitration and associated judgmenteither party. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject Notwithstanding any other provision of this Agreement to Section 9(b)the contrary, if any disputecontroversy, controversy claim or claim between Executive and any member of the Company Group dispute arising out of or relating to this Agreement or Executive’s employment the breach or engagement with any member performance thereof occurs, the parties shall meet and exert reasonable efforts to reach an amicable settlement for a period not to exceed twenty (20) days from the date written notice of the Company Group controversy, claim or dispute is served by the complaining party to the other party under this Agreement. If for any reason such settlement fails to occur within such twenty-day period (“Disputes”) will or such other period as the parties may agree in writing), the controversy, claim or dispute shall be finally settled and conclusively resolved by binding arbitration in Houston, Texas, administered by the American Arbitration Association in accordance with the then-existing American its Commercial Arbitration Association Rules (“AAAAAA Rules”) and subject to the Federal Arbitration Act, 9 U.S.C. Sections 1 et seq., and judgment on any award thereby rendered may be entered in any court having jurisdiction thereof. (a) Any such arbitration shall proceed as promptly and as expeditiously as possible (and the parties shall cooperate to this end) before three arbitrators, consisting of one arbitrator appointed by the claimant, one arbitrator appointed by the respondent, and the third arbitrator appointed by the two party-appointed arbitrators. Arbitration shall be initiated by written notice of intention to arbitrate made pursuant the AAA Rules. The arbitration award claimant shall identify its appointed arbitrator in the notice of intention to arbitrate, and the respondent shall identify its appointed arbitrator within ten (10) days of its receipt of the notice of intention to arbitrate. The two party-appointed arbitrators shall agree upon and appoint the third arbitrator within the ten (10) day period following the appointment of the second party-appointed arbitrator. If either the claimant or the respondent fail to appoint an arbitrator pursuant to the foregoing, or if the two party-appointed arbitrators fail to agree upon and appoint the third arbitrator within the above-referenced ten (10) day period, then such arbitrator or arbitrators shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard appointed by a single arbitrator (the “Arbitrator”) selected in accordance with AAA pursuant to the then-applicable rules of the AAAAAA Rules. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator arbitrators chosen or appointed shall have expertise and/or experience in the power to (i) gather such materials, information, testimony oil and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentgas industry. (b) By entering into Nothing in this Agreement and entering into Section shall be deemed to preclude any party from applying to any court of competent jurisdiction at any time prior to the formation of the arbitration provisions panel (including before or during the twenty (20) day negotiation period referenced in the first sentence of this Section 9Section) for injunctive, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYprovisional or other emergency relief pertaining to the subject matter of a controversy, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALclaim or dispute that is arbitrable hereunder, or applying for such relief in aid of arbitration after formation of the arbitration panel, where (i) the arbitration award to which the party may be entitled may be rendered ineffectual without such relief, (ii) the party seeking such relief is not in breach of this Section, and (iii) the relief sought will not materially delay or frustrate the arbitration. The grant or denial of any court-ordered relief pursuant to this paragraph shall not constitute or be deemed to be a ruling on the merits of the matter to be arbitrated, nor shall any application for such relief be deemed to be a waiver of any right to arbitration hereunder. (c) Nothing The parties hereby agree that the costs and expenses, including attorneys’ fees, incurred in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce connection with any arbitration awardor court proceeding hereunder shall be awarded in favor of the prevailing party and against the losing party as determined by the arbitration panel or court, or (ii) joining as the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencycase may be.

Arbitration. 17.8.1 Any grievance which has not been satisfactorily adjusted under the Grievance Procedure and which involves the discharge, discipline, non-reappointment, evaluation, non-promotion, retrenchment, academic freedom, or appropriate financial compensation (ameaning any delay or discontinuance of salary or fringe compensation due any bargaining unit member pursuant to this Agreement) Subject to Section 9(b), any dispute, controversy or claim between Executive and any of a member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member bargaining unit, of the Company Group perquisites of the Federation, may be submitted by either party for settlement under the Arbitration provision of this Article within fifteen (“Disputes”15) business days of the decision by the ▇▇▇▇▇▇▇ or the President if the Federation appealed the ▇▇▇▇▇▇▇’▇ decision to the President. 17.8.2 An appropriate grievance as specified in Section 17.8.1 of this Article may be brought to arbitration by either party provided written notice is served on the University within fifteen (15) business days after the conclusion of the final step of the Grievance Procedure. 17.8.3 The procedure for arbitration shall be as follows: 17.8.3.1 Upon receipt of a timely notice pursuant to Section 17.8.2 above, the parties will endeavor to agree upon an impartial arbitrator. If no agreement upon an arbitrator is reached with seven (7) business days, then the grieving party may submit its demand for arbitration and request lists from the American Arbitration Association. 17.8.3.2 Selection of an arbitrator, setting the date and place of the hearing, and evidentiary and post-hearing procedures will be finally settled by arbitration in Houston, Texas, conducted in accordance with the then-existing labor arbitration rules of the American Arbitration Association (“AAA”) Rulesthen in effect. Each party shall bear the expense of preparing and presenting its own case, including expenses of its own representatives. The arbitration compensation of the arbitrator and any other expenses of the American Arbitration Association shall be borne equally by the parties. 17.8.3.3 If either party contends that the grievance does not raise an arbitrable issue, the arbitrator shall first hear and determine separately whether an arbitrable issue has been presented. If the arbitrator decides the issue(s) are arbitrable, s/he shall so state his/her reasons in writing and thereafter shall have the authority to determine the merits of the grievance consistent herewith. 17.8.3.4 The arbitrator shall have no power to add to, subtract from, modify or disregard any of the provisions of this Agreement nor shall his/her decision establish any new wage rate, job classification, job differential or any other term or condition of employment. The arbitrator’s decision shall be consistent with the specific terms of this Agreement and may include an appropriate compensatory award as required by the Agreement which shall in no case predate the date of the grievance. The arbitrator’s decision which shall contain a full written statement of the grounds upon which the issue(s) are decided, shall be final and binding on both parties. Any arbitration conducted under this Section 9 as long as rendered in accordance herewith and shall be heard by a single arbitrator issued within thirty (the “Arbitrator”30) selected in accordance with the then-applicable rules calendar days of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision close of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmenthearing. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject Except with regard to Section 9(b)6, all disputes between the parties or any disputeclaims concerning the performance, controversy breach, construction or claim between Executive and interpretation of this Agreement, or in any member of the Company Group manner arising out of or relating this Agreement, shall be submitted to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by binding arbitration in Houston, Texas, in accordance with the then-existing Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be carried out in the manner set forth below: a. Within fifteen (15) Rulesdays after written notice by one party to the other party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator as the third arbitrator. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 dispute shall be heard by a single arbitrator the arbitrators within ninety (the “Arbitrator”90) selected in accordance with the then-applicable rules days after appointment of the AAAthird arbitrator. The Arbitrator shall expeditiously hear and decide decision of any two (2) or all matters concerning three (3) of the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes arbitrators shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives binding upon the parties without any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingappeal. The decision of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties Company, its successors and assigns, and upon Executive, his heirs, personal representatives, and legal representatives. b. The arbitration proceedings shall take place in Orlando, Florida, and the parties agree that judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the award arbitrators may be entered by into any court having competent jurisdiction without any right of competent jurisdiction. The appeal. c. Each party whom shall pay its or his own expenses of arbitration, and the Arbitrator determines is expenses of the prevailing party in such arbitrators and the arbitration (which proceeding shall be shared equally. However, if in the party receiving substantially opinion of a majority of the relief sought) shall receivearbitrators, in addition to any other award pursuant to such claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration or associated judgment, reimbursement from expenses of the other party (other than attorneys’ fees, which are addressed in Section 7.5 below) and of all reasonable legal fees the arbitrators and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALproceeding. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any dispute, controversy or claim between Executive and any member of the Company Group irreconcilable dispute arising out of the interpretation, performance or relating to breach of this Agreement Contract, including the formation or Executive’s employment validity thereof, whether arising before or engagement with any member after the expiry or termination of the Company Group (“Disputes”) Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be finally settled in writing and sent by arbitration certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. B. The Company shall have the option to either litigate or arbitrate where: 1. The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or 2. The Reinsurer experiences any of the circumstances set forth in Houstonsubparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. C. One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, Texasthe latter, in accordance with after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the then-existing second arbitrator. D. The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. If the 2 arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days of being requested to do so, either party may request a district court judge of the federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (“AAA”) Rules3 named by each arbitrator previously appointed). All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London. E. Within 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. Unless the panel agrees otherwise, arbitration award shall take place in DeRidder, Louisiana but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The decision of any 2 arbitrators when rendered in writing shall be final and binding on both partiesbinding. Any arbitration conducted under this Section 9 The panel is empowered to grant interim relief as it may deem appropriate. F. The panel shall be heard by a single arbitrator (make its decision considering the “Arbitrator”) selected in accordance with the then-applicable rules custom and practice of the AAA. The Arbitrator shall expeditiously hear applicable insurance and decide all matters concerning reinsurance business as promptly as possible following the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision termination of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment hearings. Judgment upon the award may be entered by in any court having jurisdiction thereof. G. If more than one subscribing reinsurer is involved in arbitration where there are common questions of competent jurisdiction. The law or fact and a possibility of conflicting awards or inconsistent results, all such subscribing reinsurers shall constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the Company to each of the subscribing reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such subscribing reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the subscribing reinsurers under the terms of this Contract from several to joint. H. Each party receiving substantially shall bear the relief sought) expense of its own arbitrator and shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from jointly and equally bear with the other party the cost of all reasonable legal fees and the third arbitrator. The remaining costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into of the arbitration provisions of this Section 9shall be allocated by the panel. The panel may, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYat its discretion, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALaward such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b)18, any disputepast, present, or future dispute or other controversy (hereafter a “Dispute”) arising under or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or in connection with Executive’s employment or engagement with any member of the Company Group (“Disputes”) will or any Affiliate, or the termination thereof, and/or the Agreement, whether in contract, in tort, statutory or otherwise, and including both claims brought by Executive and claims brought against Executive, shall be finally settled and solely resolved by binding arbitration in Houston▇▇▇▇▇▇ County, Texas, administered by the American Arbitration Association (the “AAA”) in accordance with the then-existing American Employment Arbitration Association Rules and Mediation Procedures of the AAA, this Section 26 and, to the maximum extent applicable, the Federal Arbitration Act (“AAA”) Rulesprovided that nothing herein shall require arbitration of a Dispute which, by law, cannot be the subject of a compulsory arbitration agreement). The Such arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance ). If the parties cannot agree on the choice of an Arbitrator within 30 days after the Dispute has been filed with the then-applicable rules AAA, then the Arbitrator shall be selected pursuant to the Employment Arbitration Rules and Mediation Procedures of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning may proceed to an award notwithstanding the Disputefailure of any party to participate in such proceedings. Except as expressly provided set forth in Section 18, above, the arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute relating to the contrary in interpretation, applicability, enforceability, and/or formation of this Agreement, the Arbitrator shall have the power including any dispute as to whether (i) gather a particular claim is subject to arbitration hereunder, and/or (ii) any part of this Section 26 is void or voidable. The costs of the arbitration and arbitrator fees shall be borne equally by the parties, and each party shall bear its own legal costs and related expenses in connection with any arbitration. However, if Executive is the prevailing party in any final and binding arbitral award on a material issue in the arbitration proceeding, the Company shall reimburse Executive for Executive’s reasonable attorney’s fees incurred in connection with the arbitration. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. The Arbitrator may allow discovery in its discretion but shall be mindful of the Parties’ goal of settling disputes in the most efficient manner possible. The Arbitrator shall be empowered to impose sanctions and to take such materials, information, testimony and evidence other actions as the Arbitrator deems relevant necessary to the Dispute before him same extent a judge could impose sanctions or her (take such other actions pursuant to the Federal Rules of Civil Procedure and each applicable law. Each party will provide such materials, information, testimony agrees to keep all Disputes and evidence requested arbitration proceedings strictly confidential except for disclosure of information required by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall applicable law which cannot be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingwaived. The decision award of the Arbitrator shall be reasoned(a) the sole and exclusive remedy of the parties, rendered in writing, be (b) final and binding on the parties hereto except for any appeals provided by the Federal Arbitration Act, and (c) in writing and shall state the reasons for the award. Only the state and federal courts sitting in Houston, Texas shall have jurisdiction to enter a judgment upon any award rendered by the disputing parties Arbitrator, and the parties hereby consent to the personal jurisdiction of such courts and waive any objection that such forum is inconvenient. Unless prohibited by law, the parties agree to take all steps necessary to protect the confidentiality of the Dispute and all materials from the arbitration in connection with any court proceeding, agree to use their reasonable best efforts to file all Confidential Information (and all documents containing Confidential Information) under seal in any court proceeding permitted herein, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. This Section 26 shall not preclude (i) the parties at any time from agreeing to pursue non-binding mediation of the Dispute prior to arbitration hereunder (provided that judgment upon neither party shall be obligated to participate in non-binding mediation against its will) or (ii) the award may be entered by Company from pursuing the remedies available under Section 18 in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b)All disputes between the parties or any claims concerning the performance, breach, construction or interpretation of this Agreement, or in any dispute, controversy or claim between Executive and any member of the Company Group manner arising out of or relating this Agreement, shall be submitted to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by binding arbitration in Houston, Texas, in accordance with the then-existing Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be carried out in the manner set forth below: (i) RulesWithin fifteen days after written notice by one party to the other party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. Within fifteen days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator as the third arbitrator. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 dispute shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules arbitrators within 90 days after appointment of the AAAthird arbitrator. The Arbitrator shall expeditiously hear and decide decision of any two or all matters concerning three of the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes arbitrators shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives binding upon the parties without any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingappeal. The decision of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties Company, its successors and assigns, and upon Executive, his heirs, personal representatives, and legal representatives. (ii) The arbitration proceedings shall take place in Des Moines, Iowa, and the parties agree that judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the award arbitrators may be entered by into any court having competent jurisdiction without any right of competent jurisdiction. The appeal. (iii) Each party whom shall pay its or his own expenses of arbitration, and the Arbitrator determines is expenses of the prevailing party in such arbitrators and the arbitration (which proceeding shall be shared equally. However, if in the party receiving substantially opinion of a majority of the relief sought) shall receivearbitrators, in addition to any other award pursuant to such claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration or associated judgment, reimbursement from expenses of the other party (including reasonable attorneys’ fees) and of all reasonable legal fees the arbitrators and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALproceeding. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject Any controversy between the parties to the Trust Fund Grant Agreement and any claim by either such party against the other arising under the Trust Fund Grant Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Administrator and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Administrator; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section 9(b)shall resign, any disputedie or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim between Executive and any member to be submitted to arbitration, the nature of the Company Group arising out relief sought, and the name of or the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to the provisions of this Agreement or Executive’s employment or engagement with any member Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Company Group Arbitral Tribunal shall be by majority vote. (“Disputes”h) will The Arbitral Tribunal shall afford to the parties a fair hearing and shall render its award in writing. Such award may be finally settled rendered by arbitration in Houston, Texas, default. An award signed by a majority of the Arbitral Tribunal shall constitute the award of such Tribunal. A signed counterpart of the award shall be transmitted to each party. Any such award rendered in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under provisions of this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties to the Trust Fund Grant Agreement. Each party shall abide by and comply with any such award rendered by the Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree that judgment upon on such amount before the award may Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be entered by any court of competent jurisdictionreasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The party whom costs of the Arbitrator determines is the prevailing party in such arbitration (which Arbitral Tribunal shall be divided between and borne equally by the party receiving substantially parties. Any question concerning the relief soughtdivision of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall receive, be in addition to lieu of any other award pursuant procedure for the settlement of controversies between the parties to such arbitration the Trust Fund Grant Agreement or associated judgment, reimbursement from of any claims by either party against the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentarising thereunder. (bk) By entering into this Agreement and entering into The Administrator shall not be entitled to enter judgment against the arbitration Recipient upon the award, to enforce the award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the award, except as such procedure may be available against the Recipient otherwise than by reason of the provisions of this Section 9Section. If, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYwithin thirty days after counterparts of the award shall have been delivered to the parties, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthe award shall not be complied with by the Administrator, the Recipient may take any such action for the enforcement of the award against the Administrator. (cl) Nothing Service of any notice or process in connection with any proceeding under this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation or in connection with any proceeding to enforce any arbitration award, or (ii) joining the other party award rendered pursuant to this Section may be made in the manner provided in Section 10.01 of these General Conditions. The parties to the Trust Grant Agreement in a litigation initiated by a person waive any and all other requirements for the service of any such notice or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyprocess.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (ii) Within thirty (30) days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (bv) By entering into this Agreement Except as set forth in Section 19(b) and entering into (c), the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. 9.2.1 Any and all unresolved Disputes, except as set forth in Section 9.3 or Section 9.4, shall be exclusively and finally resolved by binding arbitration. 9.2.2 Any arbitration concerning a Dispute shall be conducted in New York, New York, United States of America, unless otherwise agreed to by the Parties in writing. Each and any arbitration shall be administered by the American Arbitration Association (a) Subject to Section 9(bthe “AAA”), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will shall be finally settled by arbitration in Houston, Texas, conducted in accordance with the then-existing American Commercial Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator Rules of the AAA (the “ArbitratorRules”), as such Rules may be amended from time to time. 9.2.3 Within ten (10) days after receipt of an arbitration notice from a Party, the Parties shall attempt in good faith to agree on a single neutral arbitrator with 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 then-applicable rules Rules. In the event that only one of the AAA. The Arbitrator Parties selects an arbitrator, then such arbitrator shall expeditiously hear and decide be entitled to act as the sole arbitrator to resolve the Dispute or any all matters concerning the Dispute. Except as expressly provided unresolved issues subject to the contrary arbitration. 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 the panel. 9.2.4 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 this Agreementany jurisdiction. To the full extent permissible under Applicable Law, the Arbitrator Parties hereby expressly agree to waive the right to appeal from the decision of the arbitrator(s), there shall have be no appeal to any court or other authority (government or private) from the power to (i) gather such materials, information, testimony and evidence as decision of the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitratorarbitrator(s), and (iithe 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) grant injunctive relief shall, upon the request of any Party, issue a written opinion of the findings of fact and enforce specific performanceconclusions of law and shall deliver a copy to each of the Parties. All Disputes Each Party shall be arbitrated on an individual basisbear its own costs and attorney’s fees, and each party hereto hereby foregoes the Parties shall equally bear the fees, costs, and waives expenses of the arbitrator(s) and the arbitration proceedings; provided, however, that the arbitrator(s) may exercise discretion to award costs, including attorney’s fees, to the prevailing Party. Without limiting any right other remedies that may be available under applicable law, the arbitrator(s) shall have no authority to arbitrate award provisional remedies of any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situatednature whatsoever, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasonedpunitive, rendered in writingspecial, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receiveconsequential, in addition to or any other award pursuant to such arbitration or associated judgment, reimbursement from the other party similar form of all reasonable legal fees and costs associated with such arbitration and associated judgmentdamages. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to binding arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. ii. Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (“the "AAA”"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Cleveland, Ohio at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Ohio (excluding conflict of laws provisions) shall apply. Discovery shall not be permitted in the arbitration. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into v. Except as set forth in Section 17.b., the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group Any dispute arising out of or relating to Article 5 of this Agreement or Executive’s employment or engagement Lease (with any member respect to the issues expressly stated therein) shall be submitted to and determined in binding arbitration under the Commercial Arbitration Rules of the Company Group American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator selected by the parties who shall have a minimum of ten (“Disputes”10) will years of experience in commercial real estate disputes and who shall not be finally settled affiliated with either Landlord or Tenant. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the arbitrator shall be selected by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rulespursuant to the then current rules of that Association on application by either party. The arbitrator shall have authority to fashion such just, equitable and legal relief as such arbitrator, in such arbitrator’s sole discretion, may determine; provided, however, the arbitrator shall not be authorized to award consequential, special, indirect or punitive damages. The parties agree that the arbitration award hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. At the arbitration hearing each party shall present its position (including the right to present witness testimony) and rebuttal within the time period established by the arbitrator (which shall be the same for both parties). Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. The arbitrator’s decision shall be final and binding on both the parties. Any arbitration conducted under Landlord and Tenant further agree that they will faithfully observe this Section 9 shall be heard Lease and rules, and that they will abide by and perform any award rendered by the arbitrator and that a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules judgment of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award court having jurisdiction may be entered by any court of competent jurisdictionupon the award. The party whom duty to arbitrate shall survive the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration cancellation or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions termination of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALLease. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any dispute, Any controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement Guaranty Agreement, or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will alleged breach thereof, shall be finally settled determined by arbitration in Houston, Texas, administered by the American Arbitration Association in accordance with its International Arbitration Rules. The number of arbitrators shall be three, one appointed by PG&E; one appointed by Guarantor; and the thenthird to be appointed by the first two. The party demanding arbitration shall appoint its arbitrator in its notice of arbitration (“Notice of Arbitration”). The responding party (the “Respondent”) shall appoint its arbitrator within 30 days of its receipt of the Notice of Arbitration. In the event of the Respondent’s failure to appoint its arbitrator within that 30-existing day period, the Respondent’s arbitrator shall be appointed by the American Arbitration Association. The third arbitrator shall be appointed by the two arbitrators of the parties within 30 days of the appointment of the latter of the two. If the two arbitrators fail to appoint the third arbitrator within that 30-day period, then the American Arbitration Association (“AAA”) Rulesshall appoint the third arbitrator. The place of arbitration shall be New York, New York. The arbitration shall be final, binding on the parties, not subject to any appeal, shall deal with the question of costs of arbitration and all matters related thereto, and shall award PG&E any reasonable attorneys’ fees and all other costs and expenses incurred by PG&E in enforcing this Guaranty. The language of the arbitration shall be English, and the arbitration award shall be final written in English. The arbitration panel shall decide in law and binding on both partiesnot as "amiables compositeurs" or ex aequo et ▇▇▇▇. Any arbitration conducted under this Section 9 shall Judgment upon the award rendered may be heard by entered in any court having jurisdiction or application may be made to such court for a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules judicial recognition of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreementaward or an order of enforcement thereof, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant case may be. Each of the parties hereto agrees that any legal suit, action or proceeding brought by any party to the Dispute before him this Guaranty Agreement to enforce an award or her (and each party will provide such materialsan order of enforcement, informationor otherwise relating to any arbitration hereunder, testimony and evidence requested by the Arbitrator)may be instituted in any U.S. federal or state court in New York, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basisNew York, and each party hereto hereby foregoes and waives any right objection which it may now or hereafter have to arbitrate the laying of venue of any Dispute as a class such proceedings, and irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or collective action proceeding, waiving any objection or defense based on a consolidated basis jurisdiction, venue or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentinconvenient forum. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to All disputes under this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will shall be finally settled by arbitration in HoustonBoca Raton, TexasFlorida, before a single arbitrator pursuant to the rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to arbitration under this Section. The arbitrator shall be selected by the joint agreement of Bank and Officer, but if they do not so agree within 20 days after the date of the notice referred to above, the selection shall be made pursuant to the rules from the panels of arbitrators maintained by such Association. 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 the decision of the arbitrator in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award herewith shall be final and binding on both parties. Any arbitration conducted under this Section 9 and there shall be heard by a single arbitrator (no right of appeal therefrom. Each party shall pay its own expenses of arbitration and the “Arbitrator”) selected in accordance with the then-applicable rules expenses of the AAA. The Arbitrator arbitrator shall expeditiously hear and decide all matters concerning be equally shared; provided, however, that if in the Dispute. Except as expressly provided to opinion of the contrary in this Agreementarbitrator any claim for indemnification or any defense or objection thereto was unreasonable, the Arbitrator shall have the power to (i) gather such materialsarbitrator may assess, informationas part of his award, testimony and evidence as the Arbitrator deems relevant to the Dispute before him all or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision part of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court arbitration expenses of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party (including reasonable attorneys' fees) and of all reasonable legal fees and costs associated with the arbitrator against the party raising such arbitration and associated judgmentunreasonable claim, defense or objection. (b) By entering into this Agreement To the extent that arbitration may not be legally permitted hereunder and entering into the arbitration provisions parties to any dispute hereunder may not at the time of this Section 9such dispute mutually agree to submit such dispute to arbitration, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) any party may commence a civil action in a court of appropriate jurisdiction to solve disputes hereunder. Nothing contained in this Section 9 shall prohibit a party to this Agreement prevent the parties from (i) instituting litigation to enforce settling any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated dispute by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencymutual agreement at any time.

Arbitration. (a) Subject Any controversy between the parties to the Development Grant Agreement and any claim by either such party against the other arising under the Development Grant Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Association and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Association; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section 9(b)shall resign, any disputedie or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim between Executive and any member to be submitted to arbitration, the nature of the Company Group arising out relief sought, and the name of or the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to the provisions of this Agreement or Executive’s employment or engagement with any member Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Company Group Arbitral Tribunal shall be by majority vote. (“Disputes”h) will The Arbitral Tribunal shall afford to the parties a fair hearing and shall render its award in writing. Such award may be finally settled rendered by arbitration in Houston, Texas, default. An award signed by a majority of the Arbitral Tribunal shall constitute the award of such Tribunal. A signed counterpart of the award shall be transmitted to each party. Any such award rendered in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under provisions of this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties to the Development Grant Agreement. Each party shall abide by and comply with any such award rendered by the Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree that judgment upon on such amount before the award may Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be entered by any court of competent jurisdictionreasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The party whom costs of the Arbitrator determines is the prevailing party in such arbitration (which Arbitral Tribunal shall be divided between and borne equally by the party receiving substantially parties. Any question concerning the relief soughtdivision of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall receive, be in addition to lieu of any other award pursuant procedure for the settlement of controversies between the parties to such arbitration the Development Grant Agreement or associated judgment, reimbursement from of any claims by either party against the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentarising thereunder. (bk) By entering into this Agreement and entering into The Association shall not be entitled to enter judgment against the arbitration Recipient upon the award, to enforce the award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the award, except as such procedure may be available against the Recipient otherwise than by reason of the provisions of this Section 9Section. If, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYwithin thirty days after counterparts of the award shall have been delivered to the parties, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthe award shall not be complied with by the Association, the Recipient may take any such action for the enforcement of the award against the Association. (cl) Nothing Service of any notice or process in connection with any proceeding under this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation or in connection with any proceeding to enforce any arbitration award, or (ii) joining the other party award rendered pursuant to this Section may be made in the manner provided in Section 10.01. The parties to the Development Grant Agreement in a litigation initiated by a person waive any and all other requirements for the service of any such notice or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyprocess.

Arbitration. (a) Subject All disputes and controversies of every kind and nature between any parties to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group this Agreement arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (ii) Within thirty (30) days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing party making the arbitration demand, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 18 for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (bv) By entering into this Agreement Except as set forth in Section 18(b) and entering into (c), the arbitration parties stipulate that the provisions of this Section 918 shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental local court or before any administrative agencytribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement.

Arbitration. (a) Subject to Section 9(b), any dispute, Any dispute or controversy or claim between Executive and any member of the Company Group arising out of or relating to in connection with this Agreement as to whether the Executive (or Executive’s employment his spouse) is entitled to a retirement (or engagement with any member survivor's) benefit, the amount thereof or other matter shall be submitted to arbitration pursuant to the following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association, and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (c) The Company Group shall bear all arbitration costs and expenses, including without limitation any legal fees and expenses incurred by the Executive(or his spouse) in connection with such arbitration procedure. (“Disputes”d) will The arbitration hearing shall be finally settled by arbitration held at a site in Houston, Texas, in accordance with to be agreed to by a majority of the then-existing American Arbitration Association arbitrators on ten days' written notice to the parties. (“AAA”e) Rules. The arbitration hearing shall be concluded within ten days unless otherwise ordered by a majority of the arbitrators, and the award thereon shall be made within ten days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided parties to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)proceeding, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent either party in the highest court, state or federal, having jurisdiction. The party whom parties stipulate that the Arbitrator determines is the prevailing party in such arbitration (which provisions hereof shall be the party receiving substantially the relief sought) shall receive, in addition a complete defense to any other award pursuant suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising under this Agreement, and which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to such arbitration controversy or associated judgmentdispute, reimbursement from survive the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions termination of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALAgreement. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any dispute, Any dispute or controversy or claim between Executive and any member of the Company Group arising out of or relating to in connection with this Agreement as to whether the Executive (or Executive’s employment his spouse) is entitled to a retirement (or engagement with any member survivor's) benefit, the amount thereof or other matter shall be submitted to arbitration pursuant to the following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association, and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (c) The Company Group shall bear all arbitration costs and expenses, including without limitation any legal fees and expenses incurred by the Executive (“Disputes”or his spouse) will in connection with such arbitration procedure. (d) The arbitration hearing shall be finally settled by arbitration held at a site in Houston, Texas, in accordance with to be agreed to by a majority of the then-existing American Arbitration Association arbitrators on ten days' written notice to the parties. (“AAA”e) Rules. The arbitration hearing shall be concluded within ten days unless otherwise ordered by a majority of the arbitrators, and the award thereon shall be made within ten days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided parties to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)proceeding, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent either party in the highest court, state or federal, having jurisdiction. The party whom parties stipulate that the Arbitrator determines is the prevailing party in such arbitration (which provisions hereof shall be the party receiving substantially the relief sought) shall receive, in addition a complete defense to any other award pursuant suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising under this Agreement, and which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to such arbitration controversy or associated judgmentdispute, reimbursement from survive the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions termination of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALAgreement. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject Except with regard to Section 9(b)6, all disputes between the parties or any disputeclaims concerning the performance, controversy breach, construction or claim between Executive and interpretation of this Agreement, or in any member of the Company Group manner arising out of or relating this Agreement, shall be submitted to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by binding arbitration in Houston, Texas, in accordance with the then-existing Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be carried out in the manner set forth below: a. Within fifteen (15) Rulesdays after written notice by one party to the other party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator as the third arbitrator. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 dispute shall be heard by a single arbitrator the arbitrators within ninety (the “Arbitrator”90) selected in accordance with the then-applicable rules days after appointment of the AAAthird arbitrator. The Arbitrator shall expeditiously hear and decide decision of any two (2) or all matters concerning three (3) of the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes arbitrators shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives binding upon the parties without any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingappeal. The decision of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties Company, its successors and assigns, and upon Executive, his heirs, personal representatives, and legal representatives b. The arbitration proceedings shall take place in Orlando, Florida, and the parties agree that judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the award arbitrators may be entered by into any court having competent jurisdiction without any right of competent jurisdiction. The appeal. c. Each party whom shall pay its or his own expenses of arbitration, and the Arbitrator determines is expenses of the prevailing party in such arbitrators and the arbitration (which proceeding shall be shared equally. However, if in the party receiving substantially opinion of a majority of the relief sought) shall receivearbitrators, in addition to any other award pursuant to such claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration or associated judgment, reimbursement from expenses of the other party (other than attorneys’ fees, which are addressed in Section 7.5 below) and of all reasonable legal fees the arbitrators and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALproceeding. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party receiving substantially shall bear the relief sought) expense of its own arbiter, and shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from jointly and equally bear with the other party the expense of all reasonable legal fees the umpire and costs associated with such arbitration of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALshall be equally divided between the two parties. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any Any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will shall be finally settled resolved by arbitration in Houston, Texas, in accordance with the then-existing rules of the American Arbitration Association then obtaining. Unless otherwise agreed in writing by the Parties hereto, the arbitral panel shall consist of three (“AAA”3) Rulesarbitrators, one to be appointed by each Party and the third to be appointed by the two arbitrators appointed by the Parties. In the event that a Party fails to appoint an arbitrator within fifteen (15) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, the other Party may request the American Arbitration Association to appoint an arbitrator for the Party failing to make such appointment. In the event that the third arbitrator has not been appointed within thirty (30) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, either Party may request the American Arbitration Association to appoint such third arbitrator. The arbitration proceedings, all documents submitted therein and the award of the arbitral panel shall be in the English language, and all members of the arbitral panel shall be fluent in English. The arbitration proceedings shall be held in New York, New York, the United States of America. The arbitral panel shall apply the rules of procedure applicable to civil actions in the courts of the state of New York; provided, however, that both Parties shall be entitled to representation by counsel, to appear and present written or oral evidence and argument and to cross-examine witnesses presented by the other Party. The arbitral award shall be final in writing and binding on both partiesthe arbitral panel shall provide written reason for its award. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules The award of the AAA. The Arbitrator arbitral panel shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the Parties. The Parties waive any rights to appeal or to review such award may be entered by any court or tribunal, and such award shall be final and binding. Each Party agrees that any arbitral award or final judgment rendered against it in any action or proceeding relating in any way to this Agreement shall be conclusive and may be enforced, to the extent permitted by applicable law, in any court in the state of competent jurisdictionNew York, by suit on the arbitral award or judgment, a certified copy of which arbitral award or judgment shall be conclusive evidence thereof, or by such other means provided by applicable law. The party whom Parties further agree to undertake to carry out without delay the Arbitrator determines is provisions of any arbitral award or order. A Party may disclose the prevailing party in such arbitration (which shall be contents of an award of the party receiving substantially the relief sought) shall receivearbitral tribunal only to affiliates, in addition to any Governmental Authorities or other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentpersons as required by applicable law. (ba) By entering into To the extent any Party has or may acquire any immunity (sovereign or otherwise) from jurisdiction of any arbitral tribunal or court in or in connection with any arbitration under this Agreement or any proceeding, action, lawsuit or process (whether through service or notice, attachment in aid of execution, execution or otherwise) pursuant to, in aid of, arising out of, in confirmation or registration of, or to enforce, an award of an arbitration proceeding under this Agreement, each Party, solely for the purpose of such arbitration proceeding, action, lawsuit or process, hereby irrevocably waives such immunity. The foregoing waiver and entering into consent are intended to be effective to the fullest extent now or hereafter permitted by the applicable law of any jurisdiction where any suit, action or proceeding with respect to an arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to under this Agreement from (i) instituting litigation may be commenced, including the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to enforce be irrevocable and not subject to withdrawal for purposes of such act. Pending the final decision of the arbitrator of a dispute hereunder, Buyer and Seller shall diligently proceed with the performance of any arbitration award, or (ii) joining portion of the other party Agreement without prejudice to this Agreement a final adjustment in a litigation initiated accordance with the decision rendered by a person or entity that is not a party the arbitral tribunal with respect to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencysuch dispute.

Arbitration. (a) Subject to If, after such good faith participation in such mediation process set forth in Section 9(b15.3(b), any the Parties cannot resolve such dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will such dispute shall be finally settled resolved by binding arbitration in Houston, Texas, in accordance with the thenCPR Rules for Administered Arbitration by three arbitrators, of whom each of Licensor and Licensee shall designate one, with the third arbitrator to be designated by the two Party-existing American Arbitration Association (“AAA”) Rulesappointed arbitrators. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested governed by the Arbitrator)Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award rendered by the arbitrators may be entered by any court of competent jurisdictionhaving jurisdiction thereof. The party whom place of the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receiveNew York, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentNew York. (bi) By entering into this Agreement Unless the arbitrators find good reason to proceed on a different schedule: (A) an initial pre-hearing conference for the planning and entering into scheduling of the arbitration provisions proceeding will be held within thirty (30) days from the date that the third arbitrator is appointed, (B) all discovery shall be completed within seven (7) months of this Section such initial pre-hearing conference, and (C) a maximum of two (2) sessions for the presentation of evidence that will total no more than ten (10) hearing days shall be concluded within nine (9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL) months from the date that the third arbitrator is appointed. (cii) Nothing The arbitrators shall require that, unless otherwise agreed to by the Parties, a transcript of the hearing shall be maintained and shall be considered Confidential Information. The arbitrators shall conduct the arbitration in this Section 9 shall prohibit a party to this Agreement accordance with the requirements of the CPR Arbitration Appeal Procedure. (iii) A Party may file an appeal only under the CPR Arbitration Appeal Procedure from (i) instituting litigation to enforce any final award of an arbitral panel in any arbitration award, arising out of or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party related to this Agreement. FurtherUnless otherwise agreed by the Parties and the appeal tribunal, nothing in the appeal shall be conducted at the place of the original arbitration. (iv) In the event that a dispute is submitted to arbitration under this Section 9 precludes Executive from filing 15.3 concerning whether a charge or complaint with a federalGevo Biocatalyst, state Biobutanol, or other governmental administrative agencyproduct, process or method (collectively, the “Accused Arbitrable Product”) is covered by one or more claims of a Licensed Patent, or whether a royalty is due for such Accused Arbitrable Product, then Licensee hereby expressly acknowledges and agrees that Licensee’s claiming or contending that (i) such Accused Arbitrable Product is not covered by a Licensed Patent (as applicable), (ii) there is no royalty due for sales of such Accused Arbitrable Product, or (iii) the technology practiced by Licensee is within the scope of the Licensor Separation Technology, shall have the burden to prove its position to the arbitrators by a clear and convincing evidence standard.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive Final and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by binding arbitration in Houston, Texas, accordance with this Section 10.7 shall be in accordance with the then-existing Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) Rulesby 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, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration award shall be final held in New York, New York, and binding on both parties. Any arbitration conducted under this Section 9 the proceedings shall be heard by a single conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules shall be instructed that time is of the AAAessence in the arbitration proceeding. The Arbitrator arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided be authorized to the contrary in this Agreementaward compensatory damages, the Arbitrator but shall have the power not be authorized to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant award non-economic or punitive damages to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into extent expressly excluded under this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration awardAgreement, or (ii) joining the other party to reform, modify or materially change this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.any other

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party receiving substantially shall bear the relief sought) expense of its own arbiter, and shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from jointly and equally bear with the other party the expense of all reasonable legal fees the umpire and costs associated of the arbitration. In the event that the two arbiters the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such arbitration representations to the Company and associated judgmentthe Insured except that "a" shall be made regarding its place of domicile and "h" shall be made regarding the relevant regulator in its place of domicile. (b) By E. The Reinsurer represents and warrants to the Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Agreement Contract, the Reinsurer is not relying on any representation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the Company or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract and the subject matter of this Contract and (2) been given the opportunity to request and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the arbitration provisions accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. F. The Reinsurer also represents and warrants to the Company as follows: 1. The Reinsurer has the full corporate power, authority and legal right to enter into this Contract and to consummate the transactions contemplated hereby. This Contract constitutes the legal, valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the Reinsurer of this Section 9Contract and the consummation by the Reinsurer of the transactions contemplated hereby shall not contravene or violate any provision of, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYor result in the termination or acceleration of, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALor entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by which the Reinsurer is bound. (c) Nothing 2. The Reinsurer shall maintain at all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Contract that are based on misrepresentation and/or nondisclosure as to the subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract, and agrees not to seek rescission of this Contract because of any actual or alleged misrepresentation and/or non-disclosure as to the subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract. H. In the event of an actual breach of those obligations set forth in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration awardthe Trust Account Creation and Funding Provisions Article, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this AgreementCompany and/or the Insured may elect specific performance. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.CIRT 2019-03

Arbitration. (a) Subject Except for matters that are subject to Section 9(b)the dispute resolution procedures set forth in Sections 3.7, 11.2(j) and 12.1(e) and for the matters set forth in Sections 6.6 and 10.2, any dispute, controversy or claim between Executive Dispute among the Parties shall be resolved through final and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group binding arbitration. (“Disputes”b) will The arbitration shall be finally settled by arbitration in Houston, Texas, conducted in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time the arbitration of the Dispute is initiated (the “AAA Rules”). (c) The arbitration shall be conducted by 3 arbitrators and conducted in Dallas, Texas. Within 30 days of either Party providing notice to the other Party of a Dispute, each of Buyer and Seller shall appoint one arbitrator, and the 2 arbitrators so appointed shall select the third and presiding arbitrator within 30 days following appointment of the second party-appointed arbitrator. If either Party fails to appoint an arbitrator within the permitted time period or if the Party-appointed arbitrators fail to appoint the presiding arbitrator within the permitted time period, then the missing arbitrator(s) shall be selected by the AAA as appointing authority in accordance with the AAA Rules. Any arbitrator appointed by the Party-appointed arbitrators or the AAA shall be a member of the Large, Complex Commercial Case Panel of the AAA or a member of the Center of Public Resources Panel of Distinguished Neutrals. All arbitrators shall be and remain at all times independent and impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the Parties concerning the arbitration or the underlying Dispute other than communications directly concerning the selection of the presiding arbitrator, when applicable. All arbitrators shall be qualified by education, training, or experience to resolve the Dispute. No arbitrator shall have been an employee or consultant to any Party or any of its Affiliates within the 5 year period preceding the arbitration, or have any financial interest in the Dispute. (d) All decisions of the arbitral tribunal shall be made by majority vote. The arbitration award of the arbitral tribunal shall be final and binding binding, subject only to grounds and procedures for vacating or modifying the award under the Federal Arbitration Act. Judgment on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentjurisdiction hereunder. (be) By entering into Notwithstanding the agreement to arbitrate Disputes in this Agreement and entering into Section 15.16, any Party may apply to a court for interim measures pending appointment of the arbitration provisions tribunal, including injunction, attachment, and conservation orders. The Parties agree that seeking and obtaining such court-ordered interim measures shall not waive the right to arbitration. Additionally, the arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of this Section 9the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYattachments, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALand conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone or video conference, or by other means that permit the Parties to present evidence and arguments. The arbitrators may require any Party to provide appropriate security in connection with such measures. (cf) Nothing The arbitral tribunal is authorized to award costs, attorneys’ fees, and expert witness fees and to allocate them among the Parties. The award may include interest, at a rate equal to the one month London Inter-Bank Offer Rate (as published in this Section 9 the Wall Street Journal) plus an additional 2.5 percentage points (or, if such rate is contrary to any applicable usury Law, the maximum rate permitted by such applicable Law), from the date of any default, breach, or other accrual of a claim until the arbitral award is paid in full. The arbitrators may not award indirect, consequential, special or punitive damages. Unless otherwise directed by the arbitral tribunal, each Party shall prohibit pay its own expenses in connection with the arbitration. (g) All negotiations, mediation, arbitration, and expert determinations relating to a party Dispute (including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged or produced during a mediation or arbitration proceeding, and memorials, briefs or other documents prepared for the arbitration) are confidential and may not be disclosed by the Parties, their respective Affiliates and each of their respective employees, officers, directors, counsel, consultants, and expert witnesses, except to this Agreement from (i) instituting litigation the extent necessary to enforce any settlement agreement, arbitration award, or expert determination, to enforce other rights of a Party, as required by law or regulation, or for a bona fide business purpose, such as disclosure to accountants, shareholders, or third-party purchasers; provided, however, that breach of this confidentiality provision shall not void any settlement, expert determination, or award. (iih) joining Any papers, notices, or process necessary or proper for an arbitration hereunder, or any court action in connection with an arbitration or an award, may be served on a Party in the other party to this Agreement manner set forth in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency15.8.

Arbitration. (a) Subject Any controversy between the parties to the Trust Fund Grant Agreement and any claim by either such party against the other arising under the Trust Fund Grant Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Administrator and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Administrator; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section 9(b)shall resign, any disputedie or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim between Executive and any member to be submitted to arbitration, the nature of the Company Group arising out relief sought, and the name of or the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to the provisions of this Agreement or Executive’s employment or engagement with any member Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Company Group Arbitral Tribunal shall be by majority vote. (“Disputes”h) will The Arbitral Tribunal shall afford to the parties a fair hearing and shall render its award in writing. Such award may be finally settled rendered by arbitration in Houston, Texas, default. An award signed by a majority of the Arbitral Tribunal shall constitute the award of such Tribunal. A signed counterpart of the award shall be transmitted to each party. Any such award rendered in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under provisions of this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties to the Trust Fund Grant Agreement. Each party shall abide by and comply with any such award rendered by the Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree that judgment upon on such amount before the award may Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be entered by any court of competent jurisdictionreasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The party whom costs of the Arbitrator determines is the prevailing party in such arbitration (which Arbitral Tribunal shall be divided between and borne equally by the party receiving substantially parties. Any question concerning the relief soughtdivision of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall receive, be in addition to lieu of any other award pursuant procedure for the settlement of controversies between the parties to such arbitration the Trust Fund Grant Agreement or associated judgment, reimbursement from of any claims by either party against the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentarising thereunder. (bk) By entering into this Agreement and entering into The Administrator shall not be entitled to enter judgment against the arbitration Recipient upon the award, to enforce the award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the award, except as such procedure may be available against the Recipient otherwise than by reason of the provisions of this Section 9Section. If, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYwithin thirty days after counterparts of the award shall have been delivered to the parties, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthe award shall not be complied with by the Administrator, the Recipient may take any such action for the enforcement of the award against the Administrator. (cl) Nothing Service of any notice or process in connection with any proceeding under this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation or in connection with any proceeding to enforce any arbitration award, or (ii) joining the other party award rendered pursuant to this Section may be made in the manner provided in Section 10.01 of these General Conditions. The parties to the Trust Fund Grant Agreement in a litigation initiated by a person waive any and all other requirements for the service of any such notice or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyprocess.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. ii. Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (“the AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into v. Except as set forth in Section 16.b., the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject to Section 9(b)Except as provided in Sections 7.13 and 15.1, any dispute, controversy or claim all disputes arising between Executive and any member of the Company Group arising out of or relating to parties in connection with this Agreement or Executive’s employment or engagement with any member of shall be settled through friendly consultations between the Company Group (“Disputes”) will parties and if no agreement can be finally settled reached through consultations, they shall be submitted to arbitration for settlement. The arbitration shall take place in New York, New York, and be conducted by arbitration in Houston, Texas, the American Arbitration Association in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The commercial arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator rules thereof (the “ArbitratorRules”) 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 two parties shall select one arbitrator as a member of the Panel. The two parties shall select as the third member of the Panel an independent arbitrator with no past or current business affiliations with either party, and if the parties cannot agree on such independent arbitrator within ten (10) days after delivery of a notice of arbitration, such independent arbitrator shall be selected in accordance with the then-applicable rules Rules. 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 AAAindependent 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 Arbitrator Panel’s decision must be in writing and shall expeditiously hear set forth the reasons therefor. Such decision shall be conclusive determination of the matter and decide all matters concerning binding on the Dispute. Except as expressly provided to the contrary in this Agreementparties, the Arbitrator shall have the power to effect of an arbitration award, and shall not (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (extent permitted by applicable law) be contested by any of them. The fees and each expenses of an arbitrator selected by a party will provide shall be borne by such materials, information, testimony party. The fees and evidence requested expenses of the third independent arbitrator shall initially be borne equally by the Arbitrator)parties, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or allocated between the parties in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The accordance with the final decision of the Arbitrator Panel, which decision shall be reasoned, rendered in writing, be final and binding upon the disputing parties and allocate such fees between the parties agree that judgment upon as determined by the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentPanel. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject In the event that any dispute should arise between the parties as to Section 9(b)the meaning, any disputeeffect, controversy performance, enforcement, or claim between Executive other issue in connection with this Agreement, which dispute cannot be resolved by the parties, the dispute shall be decided by final and any member binding arbitration of a panel of three arbitrators. Proceedings in arbitration and its conduct shall be governed by the rules of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator applicable to commercial arbitrations (the “ArbitratorRules”) selected in accordance with except as modified by this Section 14. The Executive shall appoint one arbitrator, the then-applicable rules Bank shall appoint one arbitrator, and the third shall be appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the AAApanel. The Arbitrator parties shall expeditiously hear appoint their arbitrators within thirty (30) days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and decide all matters concerning the Disputetwo arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. Except as expressly provided to The arbitrators shall render their decision in writing within thirty (30) days after the contrary in this Agreement, close of evidence or other termination of the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested proceedings by the Arbitrator)panel, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The the decision of a majority of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon the disputing parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the applicable state law. Any hearings in the arbitration shall be held in Parish of Orleans unless the parties shall agree upon a different venue, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the parties agree that judgment upon fees and expenses of the award may third arbitrator shall be entered shared equally by any court of competent jurisdictionthe parties. The party whom other costs of the Arbitrator determines is arbitration, including the prevailing party in such arbitration (which fees of AAA, shall be borne as directed in the party receiving substantially decision of the relief sought) shall receivepanel. If the Executive is successful on the merits of the dispute, as determined in addition to any other award pursuant to such arbitration or associated judgmentthe arbitration, reimbursement from the other party of all reasonable legal fees and costs associated such other expenses as reasonably incurred by the Executive as a result of or in connection with or arising out of the dispute, shall be paid by the Bank, provided that such arbitration payment or reimbursement is made by the Bank not later than two and associated judgmentone-half months after the end of the year in which such dispute is resolved in Executive’s favor. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any dispute, Any controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will related agreement shall be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rulesfollowing provisions: 6.7.1 The agreement of the parties to arbitrate covers all disputes of every kind relating to or arising out of this Agreement or any of the Contemplated Transactions. The arbitration award Disputes include actions for breach of contract with respect to this Agreement, as well as any claim based upon tort or any other causes of action relating to the Contemplated Transactions, such as claims based upon an allegation of fraud or misrepresentation and claims based upon a federal or state statute. In addition, the arbitrators selected according to procedures set forth below shall determine the arbitrability of any matter brought to them, and their decision shall be final and binding on both the parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by in any court of competent jurisdictionjurisdiction in the United States. The party whom forum for the Arbitrator determines is arbitration shall be Atlanta, Georgia, and the prevailing party in such governing law for the arbitration (which shall be the law of the State of Georgia, without reference to its conflicts of laws provisions. There shall be three arbitrators, unless the parties are able to agree on a single arbitrator. In the absence of such agreement within 10 days after the initiation of an arbitration proceeding, Seller shall select one arbitrator and Purchaser shall select one arbitrator, and those two arbitrators shall then select, within 10 days, a third arbitrator. If those two arbitrators are unable to select a third arbitrator within such 10 day period, a third arbitrator shall be appointed by the commercial panel of the American Arbitration Association. The decision in writing of at least two of the three arbitrators shall be final and binding upon the parties. Each party receiving substantially shall bear its own fees and expenses with respect to the relief sought) arbitration and any proceeding related thereto and the parties shall receiveshare equally the fees and expenses of the American Arbitration Association and the arbitrators. 6.7.2 The arbitration shall be administered by the American Arbitration Association. The rules of arbitration shall be the Commercial Arbitration Rules of the American Arbitration Association, in addition to as modified by any other award pursuant instructions that the parties may agree upon at the time, except that each party shall have the right to such arbitration or associated judgmentconduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the federal courts. If there is any conflict between those rules and the provisions of this section, reimbursement from the other party provisions of all reasonable legal fees and costs associated with such arbitration and associated judgmentthis section shall prevail. (b) By entering into 6.7.3 The arbitrators shall be bound by and shall strictly enforce the terms of this Agreement and entering into the arbitration provisions may not limit, expand or otherwise modify its terms. The arbitrators shall not have power to award damages in connection with any dispute in excess of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALactual compensatory damages and shall not multiply actual damages or award consequential or punitive damages. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject In the event the Parties do not agree to or cannot resolve such dispute through mediation as provided in Section 9(b)21.1, any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will such dispute shall be finally settled by arbitration in HoustonNorwalk, TexasConnecticut, which arbitration, unless the Parties mutually agree otherwise, shall be in accordance with the then-existing Construction Industry Arbitration Rules of the American Arbitration Association currently in effect (including the applicable procedures referenced below). Either Party may serve upon the other Party a written notice demanding that the dispute be resolved pursuant to this Article XXI. Within ten (10) days after the giving of the above mentioned notice, each of the Parties hereto shall nominate and appoint an arbitrator and shall notify the other Party in writing of the name and address of the arbitrator so chosen. Upon the appointment of the two arbitrators as hereinabove provided, said two arbitrators shall forthwith, and within ten (10) days after the appointment of the second arbitrator, and before exchanging views as to the question at issue appoint in writing a third arbitrator and give written notice of such appointment to each of the Parties hereto. In the event that the two arbitrators shall fail to appoint or agree upon such third arbitrator within said ten (10) day period, a third arbitrator shall be selected by the Parties themselves if they so agree upon a third arbitrator within a further period of ten (10) days. If any arbitrator shall not be appointed or agreed upon within the time herein provided, then either Party on behalf of both may request such appointment by the American Arbitration Association (“AAA”) Rulesor a successor or similar organization if the American Arbitration Association is no longer in existence). Said arbitrators shall be sworn faithfully and fairly to determine the question at issue. The three arbitrators shall each be duly qualified in the subject matter of the dispute under arbitration award and shall afford to the Redeveloper and the Municipal Party the privilege of cross-examination, on the question at issue, and shall, with all possible speed (and, if no time period is specified in the applicable procedures referenced below, within 60 days after appointment of the third arbitrator unless otherwise agreed to by the Parties), make their determination in writing and shall give notice to the Parties hereto of such determination. The concurring determination of any two of said three arbitrators shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties Parties hereto, or, in case no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator appointed shall be binding upon the Parties hereto. Each Party shall pay the fees of the arbitrator appointed by it, and the parties agree fees of the third arbitrator shall be divided equally between the Parties. In the event that judgment upon any arbitrator appointed as aforesaid shall thereafter die or become unable or unwilling to act, his or her successor shall be appointed in the award same manner provided in this Article XXI for the appointment of the arbitrator so dying or becoming unable or unwilling to act. Any Mortgagee may appear and participate in said arbitration proceedings. The foregoing agreement to arbitrate shall be entered by specifically enforceable under applicable law in any court of competent jurisdiction. The Each of the Redeveloper and the Municipal Party waive all objections to joinder of the Municipal Party or the Redeveloper as a party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such mediation, arbitration or associated judgment, reimbursement from litigation related to this Project in which the other Party is joined or is otherwise positioned as a party and in which its conduct or its performance under this Agreement is in any way relevant to the subject of a dispute. Each of the Redeveloper and the Municipal Party shall obtain a similar waiver from all reasonable legal fees their respective design professionals, contractors, construction managers and costs associated with such arbitration and associated judgment. subcontractors that work on the Project. Notwithstanding anything to the contrary contained in the Construction Industry Arbitration Rules of the American Arbitration Association, the (a) Fast Track procedures shall apply in any case in which no Party’s total disclosed claim or counterclaim exceeds $250,000, (b) By entering into this Agreement the Regular Track procedures shall apply in any case in which any Party’s total disclosed claim or counterclaim exceeds $250,000, and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing the Large, Complex Construction Case Track procedures shall apply in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, case in which any Party’s total disclosed claim or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencycounterclaim exceeds $1,000,000.

Arbitration. (a) Subject to Section 9(b)Any action, any dispute, claim or controversy or claim between Executive and any member of the Company Group (a “Dispute”) arising out of or relating to this Agreement or Executive’s employment or engagement with any member which is not resolved by the Parties shall be finally resolved by arbitration pursuant to the procedures of the Company Group Commercial Arbitration Rules (the “DisputesAAA Rules”) will be finally settled by arbitration in Houston, Texas, in accordance with of the then-existing American Arbitration Association (the “AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)Section 17, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by in any court of competent jurisdictionhaving jurisdiction thereof. The party whom seat of the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receiveHouston, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentTexas. (b) By entering into this Agreement The Dispute shall be heard and entering into determined by an arbitration panel consisting of three arbitrators (the arbitration provisions “Arbitration Panel”), each of this Section 9whom shall be independent and impartial. Each party to the Dispute shall, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYwithin 30 days after commencement of the arbitration, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALselect one person to act as arbitrator. The two arbitrators so selected shall, within 15 days of their appointment, select a third arbitrator who shall serve as the chairperson of the Arbitration Panel. If a party fails to appoint an arbitrator as provided herein, or if the arbitrators selected by the parties are unable or fail to agree upon a third arbitrator within 20 days of their appointment, then that arbitrator shall be selected and appointed in accordance with the AAA Rules. The arbitrators selected shall be qualified by education, training, and experience to hear and determine matters in the nature of the Dispute. Should an arbitrator die, resign, refuse to act, or become incapable of performing his or her functions as an arbitrator, the AAA may declare a vacancy on the Arbitration Panel. The vacancy shall be filled by the method by which that arbitrator was originally appointed. The arbitrators shall be bound by and shall follow the then current ABA/AAA Rules of Ethics for Arbitrators. (c) Nothing The Arbitration Panel shall determine the matters at issue in this Section 9 the Dispute in accordance with the substantive laws of the State of Texas. In the event that there shall prohibit a be more than one dispute to be arbitrated, the Parties agree that all pending disputes shall be consolidated in the same hearing to the extent feasible. (d) The award of the arbitrators shall be in writing, shall state the reasons therefor and shall be deemed final and binding on the parties to the Dispute. In its award, the Arbitration Panel may apportion the costs of arbitration, including fees of the arbitrators, attorneys, and expert witnesses, between or among the parties to the Dispute in such manner as it deems reasonable, taking into account the circumstances of the case, the conduct of the parties during the proceedings, and the result of the arbitration, including requiring one party to this Agreement from (i) instituting litigation the Dispute to enforce any arbitration award, bear all or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencymajority of such costs and fees.

Arbitration. (a) Subject to Section 9(b), All disputes and controversies of every kind and nature between any dispute, controversy or claim between Executive and any member of the Company Group parties hereto arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. ii. Within 30 days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into v. Except as set forth in Section 16.b., the arbitration parties stipulate that the provisions of this Section 9shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (aA) Subject to Section 9(b)the conditions and limitations of this Section, any dispute, controversy controversies or claim between Executive and any member of the Company Group claims arising out of or relating to this Agreement or Executive’s employment or engagement with any member termination of the Company Group (“Disputes”) will Contract under Sections 14.4 and 14.5, financial calculations under Article 13, and other Sections specifically providing for arbitration of disputes, shall be finally exclusively settled by arbitration in Houston, Texasarbitration. Arbitration shall be governed by the laws of the State of Washington, in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Provided, the American Arbitration Association (“AAA”) Rulesshall not administer or otherwise have any involvement in arbitration matters between the Parties. The arbitration award All other controversies and claims shall be final and binding on both parties. Any arbitration conducted decided exclusively by a court of competent jurisdiction in ▇▇▇▇▇▇▇▇ County, Washington, under this Section 9 the laws of the State of Washington. (B) All arbitrated disputes shall be heard and decided by one arbitrator selected by the Parties. If the Parties are unable to select an arbitrator, the presiding judge of ▇▇▇▇▇▇▇▇ County shall select an arbitrator from a list of three (3) arbitrators, each list submitted by a single arbitrator Party. (C) There shall be no consolidation of any arbitration between the “Arbitrator”County and the Company with any other arbitration involving, arising from, or relating to this Contract. (D) selected Each Party hereto and the Surety accepts jurisdiction of the courts of the State of Washington for the purposes of commencing, conducting and enforcing arbitration proceedings and agrees to accept notice in accordance writing sent by certified mail addressed to the Party of intention to proceed with arbitration and of any other step in connection therewith or enforcement thereof, with the then-applicable rules same effect as though personally served therewith in the State of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingWashington. The decision of the Arbitrator arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties Parties and the parties Surety who hereby agree to comply therewith. The Parties agree that judgment upon the proper venue for any judicial proceeding to enforce any decision or award may be entered made by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which an arbitrator under this Section shall be exclusively in the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentCounty. (bE) By entering into this Agreement and entering into In the event suit or action or arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation is instituted to enforce any arbitration awardright granted herein, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyeach Party shall be responsible for payment of its own attorney’s fees.

Arbitration. (a) 7.1 Subject to Section 9(b)the limitations stated in paragraph 3, any disputea grievance which cannot satisfactorily be settled through the grievance procedure outlined in paragraph 6, controversy or claim between Executive and any member may be taken to arbitration as provided in this paragraph during the term of this agreement. 7.2 A request for arbitration shall be presented in writing by one party to the other within twenty (20) calendar days after receipt by the Union of the Company’s final answer on the grievance. 7.3 Not later than ten (10) calendar days after one party to the other serves written notice of intent to appeal a grievance to arbitration, the party requesting arbitration shall request the Federal Mediation and Conciliation Service to furnish, to the Company Group arising out and the Union, from the National Academy of Arbitrators, a list of seven (7) qualified and impartial arbitrators with their principal place of residence in Oregon, Washington, Montana, Idaho or relating to this Agreement or Executive’s employment or engagement with any member Colorado. Within fourteen (14) days after receipt of the panel of arbitrators by the parties (unless mutually agreed to extend the time limits) the Company Group (“Disputes”) and the Union shall alternately strike names from the list, until one name remains. The arbitrator whose name remains shall hear the grievance. 7.4 The hearing on any grievance which the Union has given the Company notice of intent to arbitrate must be concluded within eighteen months from the date notice is given. In the event the hearing is not concluded within eighteen months, the grievance will be finally settled considered to have been withdrawn by arbitration in Houstonthe Union. 7.5 The cost of the arbitrator, Texasmeeting rooms and other items mutually used and agreed upon shall be borne equally by both parties. Either party may require that an official record of the proceedings be prepared by a professional reporter and that a copy be provided to the arbitrator. The party requiring an official record of the proceedings will pay the full cost of all reporting and transcript fees unless the other party requests a copy or the right of inspection or use, in accordance with which event the then-existing American Arbitration Association (“AAA”) Rules. full cost shall be equally divided between the parties. 7.6 The arbitration written award of the arbitrator on the merits of any grievance adjudicated within his jurisdiction and authority shall be final and binding on both partiesthe aggrieved employee, the Union and the Company. 7.7 The arbitrator shall not have authority to add to, subtract from, or modify this Agreement or any part thereof. Any In cases subject to arbitration conducted under this Section 9 involving discharge or lesser discipline the only issue for the impartial third party shall be heard by a single arbitrator (whether the “Arbitrator”) selected Company’s action was arbitrary, in accordance with bad faith, or without just cause. Where the then-applicable rules issue submitted to arbitration involves the payment of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided money to the contrary in this Agreementan employee, the Arbitrator shall only have the power authority to include in the award a direction for payment of money, retroactively or otherwise, but limited to making the employee whole and no more. Deductions must be made for interim earnings (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitratorfrom any source), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basisWorker’s Compensation, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situatedUnemployment Compensation, or to participate as a class member in such a proceedingother monetary compensation which the employee would not have been eligible for had the employee not been suspended or discharged during that period. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party paragraph precludes the arbitrator awarding any benefits which the employee may be entitled. 7.8 In any case the Company will not be obligated to this Agreement from make restitution to the Grievant for more than eighteen (i18) instituting litigation to enforce any arbitration award, months. 7.9 The time periods specified in paragraph 7 may be extended or (ii) joining the other party to this Agreement in a litigation initiated otherwise modified by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencymutual consent.

Arbitration. (a) Subject to Section 9(b), any 17.1 Any dispute, controversy or claim (whether in tort, contract, under statute, or otherwise) between Executive the Parties arising out of, relating to, or in connection with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement or the relationship between the Parties established by this Agreement and any member of the Company Group dispute arising out of from or relating to those indemnification procedures (each a "Dispute"), shall be referred to and finally and exclusively resolved by arbitration. Prior to initiation of arbitration, however, a duly appointed representative of each party shall meet together within five (5) days of one party notifying the other Party of a dispute in an effort to resolve such dispute by discussion between them but failing to resolve such dispute within a further five (5) day period, either party may initiate arbitration as provided below. 17.2 Either Party may initiate arbitration by providing to the other a written notice of arbitration specifying the claims to be arbitrated. If a Party refuses to honor its obligations to arbitrate under this Agreement Agreement, the other Party may compel arbitration in either federal or Executive’s employment territorial court in Guam. In deciding the substance of any Dispute, the Arbitrators shall apply the substantive laws in the Territory of Guam. 17.3 The arbitral tribune (the "Tribunal") shall consist of one (1) arbitrator, to be appointed by both parties. In the event that the parties are unable to agree upon one arbitrator, any party may compel appointment of an arbitrator in either federal or engagement with any member territorial court in Guam. 17.4 The place of the Company Group (“Disputes”) will arbitration shall be finally settled by Guam and the language of the arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rulesshall be English. The Guam Rules of Civil Procedure and Guam Rules of Evidence shall apply in the arbitration. 17.5 Should a vacancy arise because any arbitrator dies, resigns, refuses to act or becomes incapable of performing his functions, the vacancy shall be filled by the method by which the arbitrator was originally appointed. When a vacancy is filled, the newly established Tribunal shall have sole discretion to determine whether any hearings shall be repeated. 17.6 If any Dispute arises out of substantially the same facts as are the subjects of an existing dispute (a "Related Dispute"), then the Tribunal appointed or to be appointed in respect of any such existing dispute shall also be appointed as the Tribunal for the Related Dispute. 17.7 Where, pursuant to the above provisions, the same Tribunal has been appointed in relation to two or more Related Disputes, the Tribunal may order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the Tribunal thinks fit. The Tribunal shall have power to make such directions and any interim, partial or final awards as it considers just and desirable. 17.8 Except as required by applicable law, each Party shall maintain the confidentiality of (a) the existence of any arbitral proceeding; (b) any documents produced or exchanged by the Parties during any arbitration proceeding; (c) any documents prepared during any arbitration proceeding for use therein; and (d) any arbitral award. 17.9 The costs of arbitration, including the cost of the Arbitrators, the expenses related thereto, administrative fees, fees of experts appointed by the Arbitrators and reasonable legal fees of a Party shall be allocated by the Arbitrators to reflect the Party's relative success and failure in the award of the Arbitrators. Any award of the Arbitrators shall be made in United States Dollars. 17.10 Nothing in this Section 17 shall be construed as preventing any Party from seeking conservatory or similar interim relief from any court of competent jurisdiction. 17.11 Any award of the Tribunal shall be made in writing and shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAAParties. The Arbitrator shall expeditiously hear and decide all matters concerning Parties undertake to carry out the Dispute. award without delay. 17.12 Except as expressly provided to the contrary in this Agreementsection 17.10 above, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto Parties hereby foregoes and waives waive any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed apply to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom law and/or other judicial authority to determine any preliminary point of law, including without limitation, the Arbitrator determines questions of whether the dispute is arbitrable and within the prevailing party in such arbitration (jurisdiction of the Tribunal, which shall be decided by the party receiving substantially Tribunal, and/or review any question of law and/or the relief sought) merits, insofar as such waiver may validly be made. The Parties shall receivenot be deemed, however, to have waived any right to challenge any award on the ground that the Tribunal lacked substantive jurisdiction and/or the ground of serious irregularity affecting the Tribunal, the proceedings or award. 18 Assignability This Agreement shall not be assigned, in addition whole or in part, by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Customer shall be allowed to assign this Agreement without written consent of the Operator to a wholly-owned affiliate on a one-time only basis, in the event that all or a substantial portion of Customer's remaining business in Guam are sold or shut down. If any other award assignment is made pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 918, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthen such assignment shall be binding upon and shall inure to the benefit of the successors of the respective Parties hereto and the assigning Party shall be fully released and discharged from any further obligations or liabilities hereunder for all purposes. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject Any matters that are to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled determined by arbitration in Houstonpursuant to the other provisions of this Agreement, Texas, shall be resolved solely and exclusively by arbitration in accordance with the then-existing Federal Arbitration Act and using the rules of the American Arbitration Association or any successor thereof when not in conflict with such act. Arbitration shall take place at an appointed time and place in ▇▇▇▇▇▇ County, Texas. Each party shall select one impartial arbitrator, and the two so designated shall select a third impartial arbitrator. If either party shall fail to designate an arbitrator within ten (“AAA”10) Rulesdays after arbitration is requested, or if the two arbitrators shall fail to select a third arbitrator within twenty (20) days after arbitration is requested, then such arbitrator shall be selected by the Senior U.S. District Judge for the Southern District of Texas. All arbitrators selected under this Agreement shall have at least eight (8) years of professional experience in the oil and gas industry and shall not have been previously employed by either party and shall not have a direct or indirect interest in either Party or the subject matter of the arbitration. The arbitration hearing shall commence as soon as is practical, but in no event later than thirty (30) days after the selection of the third arbitrator. Judgment upon an award of the majority of the arbitrators shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreementand, the Arbitrator shall have the power to (i) gather such materialsif necessary, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by enforced in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitrators shall not have any authority to award any special, consequential, or punitive damages The arbitration (which process shall be kept confidential and the party receiving substantially the relief sought) shall receivestatements, agreements, views, evidence and opinions in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated connection with such arbitration and associated judgment. (b) By entering into this Agreement and entering into proceeding shall not be discoverable or admissible in any legal proceeding for any purpose except to the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation extent necessary to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated award of the arbitrators. The fees and expenses of the third arbitrator shall be shared one-half by Seller and one-half by Buyer and the fees and expenses of the arbitrator selected by a person or entity Party shall be borne by that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyParty.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group Any dispute arising out of or relating to under this Agreement or Executive’s employment or engagement with any member of the Company Group (“DisputesArbitrable Dispute”) will shall be finally settled referred to and resolved by binding arbitration to take place in HoustonAustin, Texas, by a single arbitrator, in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association; and, to the maximum extent applicable, the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article and any statute or rules, this Article shall control. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter, by one Party (“Claimant”) giving written notice to the other Party (“Respondent”) and to the American Arbitration Association (“AAA”), that the Claimant elects to refer the Arbitrable Dispute to arbitration. If the Parties fail to appoint an arbitrator within ten (10) RulesDays from Claimant’s notice initiating the arbitration, the AAA shall make such an appointment. Contributor and Recipient shall each pay one-half of the compensation and expenses of the arbitrator. The arbitration award arbitrator must be a neutral party with at least 15 years of experience as an oil and gas lawyer in Texas who has never been an officer, director, employee, or Recipient of the Parties or any of their Affiliates. The Parties may engage in limited discovery of relevant and material information that is reasonably calculated to lead to admissible evidence through depositions of expert and fact witnesses. The arbitrator may grant a request for additional discovery or may, in their discretion, order additional discovery. Any information disclosed to the other Party shall be final confidential and binding on both not disclosed to third parties, except as required by law. Any arbitration conducted under this Section 9 The hearing shall be heard by a single arbitrator commenced within twenty (20) Days after the “Arbitrator”) selected selection of the arbitrator. The interpretation, construction and effect of this Agreement shall be governed in accordance with the then-applicable rules provisions of Section 20. The Federal Rules of Evidence shall guide the arbitrator in determining what information he/she shall consider in reaching the decision. Irrespective of the AAA. The Arbitrator outcome of arbitration, each Party shall expeditiously hear solely be responsible for its own arbitration costs and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)legal costs, and (ii) grant injunctive relief and enforce specific performance. All Disputes no award of such costs shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentpermitted. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party receiving substantially shall bear the relief sought) expense of its own arbiter, and shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from jointly and equally bear with the other party the expense of all reasonable legal fees the umpire and costs associated with such of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration and associated judgmentshall be equally divided between the two parties. (b) By entering into this Agreement and entering into E. Any arbitration proceedings shall take place at a location mutually agreed upon by the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party parties to this Agreement from (i) instituting litigation to enforce any arbitration awardContract, or (ii) joining but notwithstanding the other party to this Agreement in a litigation initiated location of the arbitration, all proceedings pursuant hereto shall be governed by a person or entity that is the law of the not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyincluding its choice of law provisos.

Arbitration. (a) Subject Any controversy between the parties to the Trust Fund Credit Agreement and any claim by either such party against the other arising under the Trust Fund Credit Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Trustee and the Borrower. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Trustee; a second arbitrator shall be appointed by the Borrower; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section 9(b)shall resign, any disputedie or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim between Executive and any member to be submitted to arbitration, the nature of the Company Group arising out relief sought, and the name of or the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to the provisions of this Agreement or Executive’s employment or engagement with any member Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Company Group Arbitral Tribunal shall be by majority vote. (“Disputes”h) will The Arbitral Tribunal shall afford to the parties a fair hearing and shall render its award in writing. Such award may be finally settled rendered by arbitration in Houston, Texas, default. An award signed by a majority of the Arbitral Tribunal shall constitute the award of such Tribunal. A signed counterpart of the award shall be transmitted to each party. Any such award rendered in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under provisions of this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties to the Trust Fund Credit Agreement. Each party shall abide by and comply with any such award rendered by the Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree that judgment upon on such amount before the award may Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be entered by any court of competent jurisdictionreasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The party whom costs of the Arbitrator determines is the prevailing party in such arbitration (which Arbitral Tribunal shall be divided between and borne equally by the party receiving substantially parties. Any question concerning the relief soughtdivision of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall receive, be in addition to lieu of any other award pursuant procedure for the settlement of controversies between the parties to such arbitration the Trust Fund Credit Agreement or associated judgment, reimbursement from of any claims by either party against the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentarising thereunder. (bk) By entering into this Agreement and entering into The Trustee shall not be entitled to enter judgment against the arbitration Borrower upon the award, to enforce the award against the Borrower by execution or to pursue any other remedy against the Borrower for the enforcement of the award, except as such procedure may be available against the Borrower otherwise than by reason of the provisions of this Section 9Section. If, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYwithin thirty days after counterparts of the award shall have been delivered to the parties, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthe award shall not be complied with by the Trustee, the Borrower may take any such action for the enforcement of the award against the Trustee. (cl) Nothing Service of any notice or process in connection with any proceeding under this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation or in connection with any proceeding to enforce any arbitration award, or (ii) joining the other party award rendered pursuant to this Section may be made in the manner provided in Section 11.01. The parties to the Trust Fund Credit Agreement in a litigation initiated by a person waive any and all other requirements for the service of any such notice or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyprocess.

Arbitration. (a) Subject to Section 9(b), any dispute, Any controversy or claim by or between Executive and the parties related in any member of the Company Group arising out of or relating way to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will shall be finally settled by binding arbitration in Houston, Texas, in accordance with administered by the then-existing American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules. The ; provided that nothing herein shall require arbitration award shall of any claim or charge which, by law, cannot be final and binding on both partiesthe subject of a compulsory arbitration agreement. Any arbitration conducted proceeding brought under this Section 9 Agreement shall be heard conducted in Charlotte, North Carolina by a single arbitrator appointed by agreement of the parties within thirty (30) days of receipt by respondent of the “Arbitrator”) selected demand for arbitration, or in accordance with the then-applicable rules of default thereof by the AAA. The Arbitrator shall expeditiously hear Each of Buyer, Project LLC, Seller and decide all matters concerning the Dispute. Except as expressly Blue Sphere, agree to be bound by this arbitration clause provided to the contrary in this Agreement, the Arbitrator shall that they have the power to either (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him signed this contract or her (and each party will provide such materials, information, testimony and evidence requested a contract that incorporates this contract by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, reference or (ii) joining signed any other agreement to be bound by this arbitration clause. Each such party agrees that it may be joined as an additional party to an arbitration involving other parties under any such agreement. The arbitrator(s) in the first-filed of such proceeding shall be the arbitrator(s) for the consolidated proceeding. The arbitrator, in rendering an award in any arbitration conducted pursuant to this provision, shall issue a reasoned award stating the findings of fact and conclusions of law on which it is based, and the arbitrator shall be required to follow the law of the state designated by the parties herein. Any judgment or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed from in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C.§ 1 et seq. In any arbitration proceedings under this Agreement, each party shall pay all of its, his or her own legal fees, including counsel fees, but AAA filing fees and arbitrator compensation shall be paid pursuant to the AAA Commercial Arbitration Rules, unless otherwise provided by law for a prevailing party. The parties agree that, notwithstanding the foregoing, prior to the appointment of the arbitrator, nothing herein shall prevent any party from seeking preliminary or temporary injunctive relief against any other party to this Agreement in a litigation initiated the federal or state courts of North Carolina. For the avoidance of doubt, any actions for permanent relief or monetary damages shall be settled by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyarbitration.

Arbitration. (a) Subject to Section 9(b), any Any dispute, controversy controversy, or claim between Executive and any member of the Company Group arising out of or relating to this Agreement Guaranty, or Executive’s employment the breach, termination or engagement with any member of the Company Group (“Disputes”) will invalidity thereof, shall be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association Associations Commercial Arbitration Rules then in effect (the “AAAAAA Rules”) Rules), only to the extent not inconsistent with the other provisions of this Section . The arbitration award shall be final governed by the United States Arbitration Act, 9 U.S.C. §§ 1 et seq. (the “Act”), and binding on both partiesthe laws of the State of Alaska shall be applied by the arbitrators in resolving the substantive issues raised by such dispute, controversy or claim. All proceedings in any such arbitration shall be held in Fairbanks or Anchorage, Alaska, as mutually agreed between the parties or, failing such agreement, by the arbitrator or panel of arbitrators appointed as described below. Judgment upon the award rendered by the arbitrators may be entered, and such judgment enforced, in any court having jurisdiction thereof. Any dispute regarding whether any issue arising under this Guaranty or in connection with the transactions contemplated herein is subject to arbitration conducted under this Section 9 shall be heard resolved by arbitration in the manner described in this Section. (b) The party desiring arbitration shall give written notice to that effect to the other party and the parties shall attempt to agree on the appointment of a single arbitrator arbitrator. If the parties have not so agreed within seven (7) days after service of such notice, each party shall notify, the “Arbitrator”) selected other party in accordance with the then-applicable rules writing of the AAAname and address of the person designated to act as arbitrator on its behalf within seven days of such failure to agree. If either party fails to notify the other party of the appointment of its arbitrator within the time specified above, then the appointment of such party’s arbitrator shall be made by the American Arbitration Association. If two arbitrators are designated or appointed, the two arbitrators shall together appoint a third arbitrator. If the two arbitrators are unable to agree upon the appointment of a third arbitrator within five days after both have been designated as appointed, the third arbitrator shall be selected by the American Arbitration Association. If an arbitrator fails, refuses or is unable to act, a new arbitrator shall be appointed as provided in the AAA Rules. Each arbitrator designated or appointed hereunder shall be impartial and competent and shall have recognized expertise in the subject matter of the arbitration such expertise to be with respect to such matters arising in Alaska where relevant. (c) The parties shall utilize the discovery provisions of the Federal Rules of Civil Procedure for the Federal District of Alaska then in effect in all arbitrations hereunder; provided, however, that the time periods provided in such rules may be shortened in the discretion of the arbitrator or arbitrators so that all discovery is completed not later than one (1) week prior to the hearing. The Arbitrator arbitrator or arbitrators shall expeditiously hear commence their hearing within three months after the appointment of the last arbitrator. Not later than one week prior to the hearing date, each party shall serve on each arbitrator and decide on the opposing party such party’s statement of facts, issues and list of witnesses and exhibits, which exhibits shall be made available for inspection and copying at the location of the arbitration proceedings by the opposing party at all matters concerning reasonable hours after 9 a.m., local time on the Disputeday following the date of the service of such list. The arbitrator or arbitrators shall deliver their decision and award within one month after completion of the hearing and shall give prompt notice of their decision to each party accompanied by findings of fact and conclusions of law. Except as expressly otherwise provided to in the contrary in this AgreementAct, the Arbitrator shall have the power to (i) gather such materials, information, testimony any decision and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as award of a class action or collective action or on a consolidated basis sole arbitrator or in a representative capacity on behalf of other persons or entities who are claimed to which two arbitrators concur shall in all cases be similarly situatedfinal, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final binding and binding conclusive upon the disputing parties and the parties agree that judgment upon to abide by the award award. The time periods provided in this paragraph (c) may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receiveshortened if, in addition to any other award pursuant to such arbitration the discretion of the arbitrator or associated judgmentarbitrators, reimbursement from the other party subject matter of all reasonable legal fees and costs associated with such arbitration and associated judgmentthe dispute, controversy or claim so justifies. (bd) By entering into this Agreement The fees and entering into expenses of the arbitrator appointed by or on behalf of one party shall be borne by such party. The fees and expenses of any sole arbitrator or of any third arbitrator and all other costs of the arbitration provisions proceedings, including but not limited to costs of this Section 9a transcript of all or any portion of such proceedings, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYshall be borne by both parties equally, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALunless the arbitrator or arbitrators otherwise decide. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party receiving substantially shall bear the relief sought) expense of its own arbiter, and shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from jointly and equally bear with the other party the expense of all reasonable legal fees the umpire and costs associated with such arbitration of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.shall be equally divided between the two parties. t (c) Nothing in this Section 9 E. Any arbitration proceedings shall prohibit take place at a party location mutually agreed upon by the parties to this Agreement from (i) instituting litigation to enforce any arbitration awardContract, or (ii) joining but notwithstanding the other party to this Agreement in a litigation initiated location of the arbitration, all proceedings pursuant hereto shall be governed by a person or entity the law of , not including its choice of law provisos, except that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencythe internal laws of the regulation of the Company.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties within thirty (30) days of receipt by respondent of the Company Group arising out demand for arbitration. If the Parties are unable to agree on an arbitrator, such arbitration shall be appointed by the American Arbitration Association. Unless the Parties agree otherwise, the arbitrator shall be an attorney or retired judge with at least fifteen (15) years of experience, and shall not have any current or relating to this Agreement past substantial business or Executive’s employment or engagement financial relationships with any member of Party to the Company Group (“Disputes”) will arbitration. If possible, the arbitrator shall have experience in the electric utility industry. Unless otherwise agreed, the arbitration shall be finally settled by arbitration in Houston, Texas, conducted in accordance with the then-existing American Arbitration Association EXHIBIT G Association's Commercial Arbitration Rules, then in effect, in the District of Columbia. Any arbitration proceedings, decision or award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act of the United States, 9 U.S.C. Sections 1 et seq. (“AAA”b) RulesThe arbitration shall, if possible, be concluded not later than six (6) months after the date that it is initiated. The arbitration arbitrator shall be authorized only to interpret and apply the provisions of this Agreement or any related agreements entered into under this Agreement and shall have no power to modify or change any of the above in any manner. The arbitrator shall have no authority to award punitive or multiple damages or any damages inconsistent with this Agreement. The arbitrator shall, within thirty (30) days of the conclusion of the hearing, unless such time is extended by agreement of the Parties, notify the Parties in writing of his or her decision, stating his or her reasons for such decision and separately listing his or her findings of fact and conclusions of law. The decision of the arbitrator rendered in such a proceeding shall be final and binding on both partiesthe Parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated Judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by upon it in any court of competent having jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any In the event that such dispute, controversy or claim difference is not resolved within thirty (30) days after the commencement of discussion between Executive and any member or among the Representatives or the conclusion in good faith of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member Representatives that amicable resolution of the Company Group (“Disputes”) will dispute, controversy or difference does not appear likely, whichever is earlier, then the dispute, controversy or difference shall be finally settled by arbitration in Houston, Texas, in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association Association. (“AAA”b) RulesThe arbitration shall be held in Wilmington, Delaware or such other location as the Disputing Members shall mutually agree. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single panel of three arbitrators, each of whom shall be experienced in the resolution of disputes, controversies and differences relating to telecommunications services. If there are two Disputing Members, one such arbitrator (shall be selected by one Disputing Member, one such arbitrator shall be selected by the “Arbitrator”) other Disputing Member and the third arbitrator shall be selected in accordance with by the then-applicable rules arbitrators selected by the Disputing Members. If there are more than two Disputing Members, the three arbitrators shall be selected by the President of the AAAAmerican Arbitration Association. The Arbitrator shall expeditiously hear and decide all matters concerning Resolution of the Dispute. Except as expressly provided to the contrary in this Agreementdispute, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him controversy or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes difference shall be arbitrated on an individual basisdetermined by a majority vote of the arbitration panel. (c) The Disputing Members shall bear equally all fees, costs and expenses of the arbitration, and each party hereto hereby foregoes Disputing Member shall bear its own legal expenses and waives costs of all experts and witnesses relating thereto; provided, however, that if the claim of any right to arbitrate any Dispute Disputing Member is upheld by the arbitration panel in all material respects, then the arbitration panel may apportion between or among the Disputing Members as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of arbitration panel may deem equitable the Arbitrator costs incurred by the prevailing Disputing Member. (d) Any award rendered by the arbitration panel shall be reasoned, rendered in writing, be final and binding conclusive upon the disputing parties Disputing Members and the parties agree that any judgment upon the award may be entered by thereon maybe enforced in any court of competent jurisdiction, unless: (i) the award was procured by corruption, fraud or other manifest undue means; (ii) the arbitrators exceeded their powers (it being acknowledged that the arbitrators are entitled to hear any dispute, controversy or difference relating in any way to this Agreement or any Schedule or Exhibit attached hereto); or (iii) the arbitrators have been guilty of misconduct. The party whom Disputing Member submitting such dispute shall request the Arbitrator determines is American Arbitration Association to: (y) allow for the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition Disputing Members to any other award request reasonable discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed sixty (60) days prior to such arbitration or associated judgmentarbitration, reimbursement from and (z) require the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmenttestimony to be transcribed. (be) By entering into The fact that arbitration has commenced in accordance with this Agreement and entering into Article 17 shall not impair the arbitration provisions ability of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALany Member to exercise any termination rights in accordance with Article 13 hereof. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the party receiving substantially Company to each of the relief sought) Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall receiveimpair the rights of such Subscribing Reinsurers to assert several, in addition to any other award pursuant to such arbitration rather than joint, defenses or associated judgmentclaims, reimbursement from nor be construed as changing the other party liability of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions Subscribing Reinsurers participating under the terms of this Section 9Contract from several to joint. Insurer Article of the Policy. Each Subscribing Reinsurer hereby makes the representations and warranties "b", THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY"c", VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing "f", "g", "i" and "j" contained in this Section 9 shall prohibit a party the Representations and Warranties of the Insurer Article of the Policy to the Company and the Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Agreement from (i) instituting litigation Contract rather than the Policy. With respect to enforce any arbitration awardrepresentations and warranties "a" and "h", or (ii) joining each Subscribing Reinsurer makes such representations to the other party to this Agreement Company and the Insured except that "a" shall be made regarding its place of domicile and "h" shall be made regarding the relevant regulator in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyits place of domicile.

Arbitration. (i) Any Party may submit any matter referred to in ----------- Clause 8.13 (a) Subject to Section 9(barbitration by notifying the other parties hereto, in writing, of such dispute. Within 10 days after receipt of such notice, the Parties shall designate in writing one arbitrator to resolve the dispute; provided, that if the Parties cannot agree on an arbitrator within such 10-day period, the United States Chamber of Commerce shall select the arbitrator. The arbitrator so designated shall not be an Affiliate, employee, consultant, officer, director or stockholder of any Party. The arbitrator shall have at least ten (10) years' experience in the field of international commercial transactions. (ii) Within 15 days after the designation of the arbitrator, the arbitrator, the Buyer and the Stockholder shall meet, at which time the Buyer and the Stockholder shall be required to set forth in writing all disputed issues and a proposed ruling on each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 30 days after the submission of written proposals pursuant to Clause 8.13(b)(ii), any dispute, controversy or claim between Executive and any member to discuss each of the Company Group arising out of or relating issues identified by the Parties. Each such Party shall have the right to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled represented by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rulescounsel. The arbitration award shall be final governed by the Commercial Arbitration Rules of the American Arbitration Association. (iv) The arbitrator shall use his best efforts to rule on each disputed issue within 30 days after the completion of the hearings described in 8.13(b)(iii). The determination of the arbitrator as to the resolution of any dispute shall be binding and binding on both partiesconclusive upon all parties hereto, provided however, that the arbitrator shall have no authority to award punitive or exemplary damages to any party. All rulings of the arbitrator shall be in writing and shall be delivered to the Parties. (v) Any attorneys' fees of the Parties in any arbitration shall be borne by the Parties as determined by the arbitrator, together with the fees of the arbitrator and the costs and expenses of the arbitration. (vi) Any arbitration pursuant to this Clause 8.13 shall be conducted in New Bedford, Massachusetts, United States of America or other mutually acceptable location, in the English language. Any arbitration conducted under this Section 9 award may be entered in and enforced by any court having jurisdiction thereover and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and Parties. (vii) Notwithstanding the parties agree that judgment upon foregoing, nothing in this Clause 8.13 shall be construed as limiting in any way the award may be entered by right of a Party to seek injunctive relief with respect to any actual or threatened breach of this Agreement from a court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject The parties agree that all questions or matters in dispute as to Section 9(b), the interpretation or effect or any dispute, controversy or claim between Executive and any member provision of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will shall be finally settled by arbitration in Houstonthe manner hereinafter set forth. If either of the Optionee or the Optionor wishes to submit a matter to arbitration, Texasthen such party shall give to the other party not less than ten (10) days' prior written notice of intention to do so, the party giving notice shall nominate one arbitrator and the other shall within fifteen (15) days after receiving such notice nominate another arbitrator. The two arbitrators so nominated shall within the next thirty (30) days unanimously agree on the appointment of a third arbitrator to act with them and to be chairman of the arbitration. If either of the Optionee or the Optionor shall fail to nominate an arbitrator within fifteen (15) days after receiving notice of the nomination of the first arbitrator, the first arbitrator shall be the only arbitrator, and if two arbitrators are nominated but shall be unable to agree unanimously on the appointment of the chairman, the chairman shall be appointed under the provisions of the Commercial Arbitration Act (British Columbia). In all other respects, the arbitration shall be conducted in accordance with such Act and the then-existing American Arbitration Association (“AAA”) Ruleschairman or, in the case whereby only one arbitrator is nominated, the single arbitrator shall fix a time and place in Vancouver, British Columbia for the purpose of hearing evidence and representations and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act. The arbitration parties agree that the award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by of a majority of arbitrators or, in the case of a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAAsaid arbitrator shall be binding upon each of them both as to law and fact and there shall be no appeal therefrom. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided Judgment or any award rendered pursuant to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award arbitration proceedings may be entered by into any court of competent jurisdictionjurisdiction or application made to such court for Judicial acceptance of the award and an order of enforcement. The party whom the Arbitrator determines is the prevailing party in such costs of arbitration (which shall be borne equally by the party receiving substantially parties unless otherwise determined by the relief soughtarbitrator(s) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentaward. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b)10.1 If the Grievance is not satisfactorily resolved at Step 2, any dispute, controversy or claim between Executive and any member upon the request of the Company Group arising out of Union or relating the University, the Grievance may be submitted to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with for resolution under the then-existing prevailing Labor Arbitration Rules of the American Arbitration Association (“AAA”) Rules). The request for arbitration award must be made in writing within thirty (30) days after the ▇▇▇▇▇▇▇’▇ (or the ▇▇▇▇▇▇▇’▇ designee) answer in Step 2. Unless otherwise agreed in writing by mutual agreement of the Union and University, only one (1) grievance shall be final submitted in a single arbitration and binding on both partiesseparately submitted grievances shall not be consolidated and/or merged before the same arbitrator. Any A Union request for arbitration conducted under this will be sent to the Associate Vice President of Human Resources. Section 9 10.2 If the Union and the University cannot agree upon an impartial arbitrator, an arbitrator shall be heard selected by a single arbitrator (the “Arbitrator”) selected AAA in accordance with the then-applicable rules prevailing Labor Arbitration Rules of AAA. Section 10.3 The arbitrator shall have no power to add to, to subtract from, modify, vary, remove or change any of the AAAterms or provisions of this Agreement. The Arbitrator arbitrator shall expeditiously hear and decide all matters concerning have jurisdiction only over Grievances as defined in Article IX (Grievance Procedure). The scale of wages established by this Agreement shall not be changed by any arbitration decision. The award shall be based on the Dispute. Except as expressly provided questions raised by the parties in respect to the contrary in specific interpretation and application of this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The arbitrator’s decision of the Arbitrator shall be reasoned, rendered in writing, will be final and binding upon all Adjunct Faculty members, the disputing Union, and the University. Section 10.4 The arbitrator shall hear the Grievance as expeditiously as possible and shall render a written decision within thirty (30) Days after the conclusion of the hearing or submission of briefs (whichever is later), unless otherwise extended in writing by mutual agreement of the Union and the University. Section 10.5 The fees and expenses of the American Arbitration Association and the arbitrator shall be shared equally by the parties. Each party will bear its own expenses of representation and presentation of its case, including witnesses, and including the cost of any transcript for the party’s own use. Where both parties and desire a transcript, they shall share the cost equally. Section 10.6 Any award for back pay shall have deducted therefrom any unemployment compensation or other compensation that the aggrieved Adjunct Faculty member may have received from any source during the period for which back pay is claimed; provided that no compensation shall be deducted from any award for back pay to the extent the Adjunct Faculty member received compensation for (a) teaching that the Adjunct was contractually obligated to perform as of the date the Adjunct was notified s/he would not be teaching the course giving rise to the grievance or (b) non-teaching work. Section 10.7 Adjunct Faculty members shall not miss a class to attend or prepare for an arbitration. Accordingly, the parties agree that judgment upon they will make every reasonable effort to schedule arbitrations at times that do not conflict with the award may teaching schedules of Adjunct Faculty members who either party anticipates will be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into attending the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALas a grievant or witness. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. Any dispute or other matter in question between the Company and the Reinsurer arising out of, or relating to, the formation, interpretation, performance, or breach of this Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to Section 9(b), any the other within a reasonable time after the dispute has arisen. B. If more than one reinsurer is involved in the same dispute, controversy all such reinsurers shall constitute and act as one party for the purposes of this Article, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claim between Executive and any member claims, nor be construed as changing the liability of the Company Group arising out Reinsurer under the terms of or relating to this Agreement from several to joint. C. Except as set forth in Article III, each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or Executive’s employment or engagement with any member neglects to appoint an arbitrator within 60 days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within 60 days of the Company Group appointment of the second arbitrator, each of the arbitrators shall nominate three individuals. If the two arbitrators are unable to agree upon the third arbitrator within thirty (“Disputes”30) will days of their appointment, the third arbitrator shall be finally settled selected from a list of six individuals (three named by each arbitrator) by a judge of the United States District Court having jurisdiction over the geographical area in which the arbitration is to take place, or if that court declines to act, the state court having general jurisdiction in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rulessuch area. The arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd’s of London Underwriters; the arbitrators shall not have a personal or financial interest in the result of the arbitration. D. The arbitration award hearings shall be held in New York, New York, or such other place as may be mutually agreed. Each party shall submit its case to the arbitrators within 60 days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by governing law, that is, the state law of the situs of the arbitration as herein agreed; they shall make their decisions according to the practice of the reinsurance business. The decision rendered by a majority of the arbitrators shall be final and binding on both parties. Any arbitration conducted under this Section 9 Such decision shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules condition precedent to any right of legal action arising out of the AAAarbitrated dispute which either party may have against the other. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment Judgment upon the award rendered may be entered by in any court having jurisdiction thereof. E. Each party shall pay the fee and expenses of competent jurisdictionits own arbitrator and one-half of the fee and expenses of the third arbitrator. The party whom All other expenses of the Arbitrator determines is the prevailing party in such arbitration (which shall be equally divided between the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentparties. (b) By entering into this Agreement and entering into F. Except as provided above, arbitration shall be based, insofar as applicable, upon the arbitration provisions procedures of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALthe American Arbitration Association. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject It is agreed, as a severable and independent arbitration agreement separately enforceable from the remainder of this Agreement, that if the Parties are unable to Section 9(bamicably resolve any dispute or difference arising under or out of, in relation to or in any way connected with this Agreement (whether contractual, tortious, equitable, statutory or otherwise), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will such matter shall be finally and exclusively referred to and settled by arbitration in Houston, Texas, in accordance with under the then-existing Commercial Arbitration Rules of the American Arbitration Association (“AAA”). In the event of any conflict between the Commercial Arbitration Rules of the AAA and the provisions of this Section 14.1, the provisions of this Section 14.1 shall govern and control. (b) RulesThe arbitration Shall be heard and determined by three arbitrators. Each arbitrator shall have at least 10 years experience in the oil and gas industry, including significant experience related to pipelines, and shall not have been previously been employed or retained by either Party or any of its affiliates, shall be qualified by education or experience to decide the matters relating to the questions in dispute, and shall not have a direct or indirect interest in either Party or the subject matter of the arbitration. Each Party shall appoint an arbitrator of its choice meeting the requirements set forth in the preceding sentence within 15 Days of the submission of a notice of arbitration. Any dispute as to the qualifications of an arbitrator appointed by one of the Parties shall be resolved in accordance with the AAA’s Expedited Procedures. The Party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within 15 Days following the appointment of both Party-appointed arbitrators. If the Party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal and/or one Party fails or refuses to appoint its Party-appointed arbitrator within the prescribed period, the appointing authority for the presiding arbitrator and/or such Party-appointed arbitrator shall be the AAA, who, in each case, shall appoint an independent arbitrator meeting the requirements set forth above. If an arbitrator should die, withdraw or otherwise become incapable of serving, or refuse to serve, a successor arbitrator shall be selected and appointed in the same manner as the original arbitrator. (c) Unless otherwise expressly agreed in writing by the Parties: (i) The arbitration award proceedings shall be held in Houston, Texas; (ii) The arbitrators shall be and remain at all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted under the Commercial Arbitration Rules of the AAA, as amended from time to time; (iv) Any procedural issues not determined under the Commercial Arbitration Rules of the AAA shall be determined by the Arbitration Act and any other laws of the State of Texas, other than those laws which would refer the matter to the laws of another jurisdiction; (v) All decisions and awards by the arbitration tribunal shall be made by majority vote; (vi) The decision of a majority of the arbitrator’s shall be reduced to writing; Shall be final and binding on both parties. Any arbitration conducted under this Section 9 without the right of appeal; and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear sole and decide all matters concerning the Dispute. Except as expressly provided exclusive remedy regarding any claims, counterclaims, issues or accountings presented to the contrary in arbitrators; any damage awards by the arbitrators shall be promptly paid free of any deduction or offset; and any costs or fees incident to enforcing the award shall to the maximum extent permitted by law be charged against the Party resisting such enforcement; (vii) Consequential, indirect, special, exemplary, punitive or other similar damages shall not be allowed except those payable to third parties for which liability is allocated between the Parties by the arbitration award; (viii) Any award of damages shall include interest from the date of any breach or violation of this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested determined by the Arbitrator)arbitration award, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision from the date of the Arbitrator shall be reasonedaward until paid in full, rendered at the Agreed Rate in writing, be final and binding upon effect at the disputing parties and end of the parties agree that judgment first Business Day of each Month during which such amount was owed; and (ix) Judgment upon the award may be entered by in any court having jurisdiction over the Party or the assets of competent jurisdiction. The party whom the Arbitrator determines is Party owing the prevailing party in such arbitration (which shall judgment, or application may be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant made to such arbitration or associated judgmentcourt for a judicial acceptance of the award and an order of enforcement, reimbursement from as the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentcase may be. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group All disputes arising out of under or relating to this Agreement the Franchise Maintenance Covenants, or Executive’s employment the breach or engagement with any member of the Company Group (“Disputes”) will threatened breach thereof, shall be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or Proceeding in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom All other disputes arising under or relating to the Arbitrator determines is Stadium Agreements, or the prevailing party in such arbitration (which breach or threatened breach thereof, shall be settled by arbitration, conducted in Buffalo, New York in accordance with the party receiving substantially Commercial Arbitration Rules of the relief soughtAmerican Arbitration Association as follows: (a) shall receive, in addition to Arbitration will be commenced by a written demand made by any other award pursuant to such arbitration or associated judgment, reimbursement from Party upon the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentParties. (b) By entering into this Agreement and entering into The arbitration will be submitted to three arbitrators selected by those Parties appearing in the arbitration provisions from the lists of this Section 9highly experienced commercial arbitrators maintained by the American Arbitration Association, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYwhich may include arbitrators on its Large Complex Case Panel, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALand who reside in New York State. In the event that an insufficient number of qualified arbitrators are available from the State of New York, such that the Parties appearing in the arbitration are unable to agree upon a panel of three arbitrators from said states within forty-five (45) days following the filing of the demand for arbitration, additional arbitrators will be drawn from the national list of arbitrators maintained by the American Arbitration Association from any states contiguous to New York State. (c) Nothing The arbitrators will not have power to add to, modify, detract from, terminate or otherwise alter in this Section 9 any way the provisions of the Stadium Agreements. No arbitrator may make an award of punitive or exemplary damages. (d) The arbitrating Parties will each pay for the services of its attorneys and witnesses, plus its proportionate share of the costs relating to the arbitration. (e) The decision or award of the arbitrators shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint be entered with a federal, state or other governmental administrative agencycourt of competent jurisdiction and will be enforced according to the laws of the State of New York.

Arbitration. (a) Subject Disputes subject to Section 9(b), any dispute, controversy mandatory or claim between Executive and any member elective arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (“AAA”Paging) Rulesfor the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) 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) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 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 the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 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 on both partiesand may be entered in any court having jurisdiction thereof. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment Judgment upon the award rendered by the arbitrator may be entered by in any court of competent having jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the party receiving substantially Company to each of the relief sought) Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall receiveimpair the rights of such Subscribing Reinsurers to assert several, rather than joint, D. This Contract incorporates, as if set forth in addition full herein, representations and warranties "a" through "c" and "f" through "j" contained in the Representations and Warranties of the Insurer Article of the Policy. Each Subscribing Reinsurer hereby makes the representations and warranties "b", "c", "f", "g", "i" and "j" contained in the Representations and Warranties of the Insurer Article of the Policy to any other award pursuant the Company and the Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such arbitration or associated judgment, reimbursement from representations to the other party Company and the Insured except that "a" shall be made regarding its place of all reasonable legal fees domicile and costs associated with such arbitration and associated judgment"h" shall be made regarding the relevant regulator in its place of domicile. (b) By E. The Reinsurer represents and warrants to the Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Agreement Contract, the Reinsurer is not relying on any representation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the Company or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract and the subject matter of this Contract and (2) been given the opportunity to request and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the arbitration provisions accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. F. The Reinsurer also represents and warrants to the Company as follows: 1. The Reinsurer has the full corporate power, authority and legal right to enter into this Contract and to consummate the transactions contemplated hereby. This Contract constitutes the legal, valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the Reinsurer of this Section 9Contract and the consummation by the Reinsurer of the transactions contemplated hereby shall not contravene or violate any provision of, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYor result in the termination or acceleration of, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALor entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by which the Reinsurer is bound. (c) Nothing in 2. The Reinsurer shall maintain at all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Section 9 shall prohibit a party Contract that are based on misrepresentation and/or nondisclosure as to the subject matter of this Agreement from (i) instituting litigation Contract at or prior to enforce the Reinsurer's execution and delivery of this Contract, and agrees not to seek rescission of this Contract because of any arbitration awardactual or CIRT 2021-01 to the Reinsurer. Payments by the Reinsurer to the Company or the Insured, or (ii) joining through to the other party Company or the Insured, shall be deemed payment to this Agreement in a litigation initiated the Company or the Insured, as applicable, only to the extent that such payments are actually received by a person the Company or entity that is not a party to this Agreement. Furtherthe Insured, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyas applicable.

Arbitration. (a) Subject to Section 9(b)Any controversy, any dispute, controversy claim or claim between Executive and any member of the Company Group dispute arising out of or relating to in connection with this Agreement or Executive’s employment the Registration Rights Agreement, including any question regarding its existence, validity, interpretation, breach, or engagement with any member of the Company Group (“Disputes”) will termination, shall be referred to and finally settled by arbitration in Houston, Texas, resolved in accordance with the then-existing International Arbitration Rules of the American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)Association, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award rendered by the arbitral tribunal may be entered by any court having jurisdiction thereof or having jurisdiction over any party or any party's assets. (a) The tribunal shall consist of competent jurisdiction. The party three arbitrators, two of whom shall be appointed by the Arbitrator determines is respective parties and the prevailing party in such arbitration (which third, who shall be the chairperson of the tribunal, by the two party-appointed arbitrators within 30 days of the last of their appointments. Save that, if either party should fail to appoint an arbitrator within 30 days of receiving substantially written notice of the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from appointment of an arbitrator by the other party, the second arbitrator shall, at the written request of the party which has already made an appointment, be appointed forthwith by the American Arbitration Association. Likewise, if the party-appointed arbitrators fail to make an agreed appointment for the chairperson within 30 days of all reasonable legal fees and costs associated with such arbitration and associated judgmentthe last of their appointments, the chairperson shall, at the written request of either party, be appointed forthwith by the American Arbitration Association. (b) By entering into this Agreement and entering into the The place of arbitration provisions of this Section 9shall be New York, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALNew York. (c) This arbitration clause and the conduct of the arbitral proceedings shall be governed by the Federal Arbitration Act, 9 U.S.C.A. sec. 1 et seq. (d) The language of the arbitration shall be English. (e) Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. (f) To the extent practicable, the arbitral tribunal shall render its award no more than 60 calendar days from the date that the three member tribunal is constituted. The arbitral tribunal shall not lose jurisdiction over the matter based on a failure to render an award within this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencytime period.

Arbitration. (a) Subject to Section 9(b), If the Dispute has not been resolved in writing for any dispute, controversy or claim between Executive and any member reason as of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member expiration of the Company Group applicable Negotiation Period, such Dispute shall be submitted, at the request of any Party, to final and binding arbitration administered by the American Arbitration Association’s International Centre for Dispute Resolution (the “DisputesICDR”) will be finally settled by arbitration in Houston, Texas, in accordance with its International Arbitration Rules then in effect (the then“Rules”), except as modified herein. (i) The arbitration shall be conducted by a three-existing American Arbitration Association member arbitral tribunal (the “AAAArbitral Tribunal”) Rules). The claimant or claimants, collectively, shall appoint one arbitrator in the notice of arbitration and the respondent or respondents, collectively, shall appoint one arbitrator within fourteen (14) days after the appointment of the first arbitrator. The third arbitrator, who shall serve as chair of the Arbitral Tribunal, shall be jointly appointed by the two party-appointed arbitrators within twenty-one (21) days of the appointment of the second arbitrator. Any arbitrator not timely appointed shall be appointed by the ICDR according to its Rules. (ii) In resolving any Dispute to the extent it involves contractual issues under this Agreement, the arbitrators shall apply the governing law specified herein. (iii) Arbitration under this Section 8.1 shall be the sole and exclusive remedy for any Dispute, and any award rendered by the arbitrators shall be final and binding on both parties. Any arbitration conducted under this Section 9 the parties and judgment thereupon may be entered in any court of competent jurisdiction having jurisdiction thereof, including any court having jurisdiction over the relevant party or its Assets. (iv) The Arbitral Tribunal shall be heard by a single arbitrator (the “Arbitrator”) selected entitled, if appropriate, to award any remedy, including monetary damages, specific performance and all other forms of legal and equitable relief that is in accordance with the then-applicable rules terms of this Agreement; provided, however, that the AAA. The Arbitrator Arbitral Tribunal shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided have no authority or power to the contrary in (A) limit, expand, alter, modify, revoke or suspend any condition or provision of this Agreement, (B) award punitive, exemplary, treble or similar damages, except as set forth in Section 8.1(c)(v), or (C) review, resolve or adjudicate, or render any award or grant any relief in respect of, any issue, matter, claim or Dispute other than the Arbitrator specific Dispute or Disputes submitted by the parties to such Arbitral Tribunal for final and binding arbitration, including any Disputes consolidated therewith in accordance with Section 8.1(c)(viii). (v) The Arbitral Tribunal shall have the power to award the prevailing party its attorneys’ fees and costs reasonably incurred in the arbitration (iincluding the fees and expenses of the arbitration, the Arbitral Tribunal’s fees and the fees and expenses of the ICDR). If any Party files an Action in contravention of the arbitration agreement in this Section 8.1, the other Party shall be entitled to an award of any costs they may incur in defending such Action, including a fee in an amount equal to $15,000,000 multiplied by the greater of (x) gather such materials, information, testimony and evidence as the Arbitrator deems relevant 1.05 raised to the Dispute before him power of the number of years elapsed since the Distribution Date (expressed in decimal form) and (y) one (1), as well as such additional punitive, exemplary, treble or her similar damages as may be awardable under applicable law. Each of the Parties acknowledges and agrees that if any Party files an Action in contravention of the arbitration agreement in this Section 8.1, the non-breaching Party shall suffer reputational loss as a direct consequence of such Action for which they are entitled to damages. (vi) The arbitration shall be seated in, and each party will provide such materialsthe award shall be rendered, informationin New York County, testimony New York, in the English language. (vii) The arbitration and evidence requested this arbitration agreement shall be governed by the ArbitratorFederal Arbitration Act (9 U.S.C. § 1 et seq.), and . (iiviii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right A Party may request consolidation of two or more arbitrations pending under the Rules into a single arbitration pursuant to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingthe Rules. The decision Parties agree that two or more arbitration proceedings may be consolidated in accordance with this Section 8.1(c)(viii) and subject to the Rules even if the parties to such arbitration proceedings are not identical. Any order of consolidation issued pursuant to the Arbitrator Rules shall be reasoned, rendered in writing, be final and binding upon the disputing parties to the new Dispute, prior pending or subsequently-filed arbitrations. The Parties waive any right they have to appeal or to seek interpretation, revision or annulment of such order of consolidation under the Rules or in any court. (ix) The Arbitral Tribunal (and, if applicable, Emergency Arbitrator) shall have the full authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior to the constitution of the Arbitral Tribunal, an Emergency Arbitrator appointed in the manner provided for in the Rules. Any Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability, and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 10.19. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief; provided, however, that (I) the Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator, and the parties agree that judgment upon Arbitral Tribunal shall apply a de novo standard of review to the award factual and legal findings of the Emergency Arbitrator and conduct any such proceeding with respect to the actions of the Emergency Arbitrator on an expedited basis; and (II) in the event an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any Party may be entered by apply to enforce or require specific performance of such Decision on Interim Relief in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (bx) By entering into this Agreement The Parties consent and entering into submit to the arbitration non-exclusive jurisdiction of any federal court located in the State of New York or, where such court does not have jurisdiction, any New York state court, in either case located in the Borough of Manhattan, New York City, New York (“New York Court”) to enforce the dispute resolution provisions of in this Section 98.1, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYor to enforce any award, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALrelief or decision issued by an Arbitral Tribunal (or, if applicable, Emergency Arbitrator). In any such action: (A) each of the Parties irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Court; and (B) each of the Parties irrevocably consents to service of process by the mailing of copies of the process to the Parties as provided in Section 10.6, with service effected in this manner becoming effective five (5) days after the mailing of the process. (cxi) Nothing in this Section 9 shall prohibit a party to this Agreement from EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iA) instituting litigation to enforce any arbitration awardNO REPRESENTATIVE, or AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. FurtherEACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal(C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, state or other governmental administrative agencyAMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.1.

Arbitration. (ai) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will Any Dispute referred for arbitration shall be finally settled resolved by binding arbitration in Houston, Texas, in accordance with the then-existing most applicable rules of the American Arbitration Association (“AAA”) Rules. and judgment on the arbitration award may be entered in any court having jurisdiction. (ii) The arbitration award shall be final and binding on both partiesconducted by a panel of three (3) people experienced in the business of biopharmaceuticals. Any arbitration conducted If the issues in dispute involve scientific, technical or commercial matters, then any arbitrator chosen under this Section 9 Agreement shall have educational training and/or industry experience sufficient to demonstrate a reasonable level of relevant scientific, technical and commercial knowledge as applied to the pharmaceutical industry. If the issues in dispute involve patent matters, then at least one (1) of the arbitrators 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT shall be heard a licensed patent attorney or otherwise knowledgeable about patent law matters. Within [***] days after a Party demands arbitration, each Party shall select one person to act as arbitrator, and the two Party-selected arbitrators shall select a third arbitrator within [***] days after their own appointment. If the arbitrators selected by a single the Parties are unable or fail to agree upon the third arbitrator, then the third arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of shall be appointed by the AAA. The Arbitrator place of arbitration shall expeditiously hear be Boston, Massachusetts. All proceedings and decide all matters concerning communications as part of the Disputearbitration shall be in English. Except as expressly provided to Following selection of the contrary in this Agreementthird arbitrator, the Arbitrator arbitrators shall have complete the power to (i) gather such materials, information, testimony arbitration proceedings and evidence as render an award within [***] months after the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines last arbitrator is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentappointed. (biii) By entering into this Agreement Each Party shall bear its own costs and entering into expenses and attorneys’ fees and an equal share of the arbitration provisions of this Section 9arbitrators’ fees and any administrative fees or arbitration, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYunless in each case the arbitrators agree otherwise, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALwhich they are hereby empowered, authorized and instructed to do if they determine that to be fair and appropriate. (civ) Nothing in this Section 9 Except to the extent necessary to confirm an award or as may be required by law, regulation, or the requirement of any exchange on which a Party’s shares are traded, neither Party shall prohibit a party to disclose the existence, content or results of an arbitration under this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining without the prior written consent of the other party to this Agreement in Party. (v) In no event shall an arbitration be initiated after the date when commencement of a litigation initiated legal or equitable proceeding based on the subject matter of the Dispute would be barred by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencythe applicable statute of limitations under New York law.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party receiving substantially shall bear the relief sought) expense of its own arbiter, and shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from jointly and equally bear with the other party the expense of all reasonable legal fees the umpire and costs associated with such of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration and associated judgmentshall be equally divided between the two parties. (b) By entering into this Agreement and entering into E. Any arbitration proceedings shall take place at a location mutually agreed upon by the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party parties to this Agreement from (i) instituting litigation Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the District of Columbia, not including its choice of law provisos, except that the internal laws of the State of shall apply to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyregulation of the Company.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any dispute, controversy or claim between Executive and any member of the Company Group irreconcilable dispute arising out of the interpretation, performance or relating to breach of this Agreement Contract, including the formation or Executive’s employment validity thereof, whether arising before or engagement with any member after the expiry or termination of the Company Group (“Disputes”) Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be finally settled in writing and sent by arbitration certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. B. The Company shall have the option to either litigate or arbitrate where: 1. The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or 2. The Reinsurer experiences any of the circumstances set forth in Houstonsubparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. C. One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, Texasthe latter, in accordance with after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the then-existing second arbitrator. D. The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. If the 2 arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days of being requested to do so, either party may request a district court judge of the federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (“AAA”) Rules3 named by each arbitrator previously appointed). All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London. E. Within 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. Unless the panel agrees otherwise, arbitration award shall take place in DeRidder, Louisiana but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The decision of any 2 arbitrators when rendered in writing shall be final and binding on both partiesbinding. Any arbitration conducted under this Section 9 The panel is empowered to grant interim relief as it may deem appropriate. F. The panel shall be heard by a single arbitrator (make its decision considering the “Arbitrator”) selected in accordance with the then-applicable rules custom and practice of the AAA. The Arbitrator shall expeditiously hear applicable insurance and decide all matters concerning reinsurance business as promptly as possible following the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf termination of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.the

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the party receiving substantially Company to each of the relief sought) Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall receiveimpair the rights of such Subscribing Reinsurers to assert several, rather than joint, D. This Contract incorporates, as if set forth in addition full herein, representations and warranties "a" through "c" and "f" through "j" contained in the Representations and Warranties of the Insurer Article of the Policy. Each Subscribing Reinsurer hereby makes the representations and warranties "b", "c", "f", "g", "i" and "j" contained in the Representations and Warranties of the Insurer Article of the Policy to any other award pursuant the Company and the Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such arbitration or associated judgment, reimbursement from representations to the other party Company and the Insured except that "a" shall be made regarding its place of all reasonable legal fees domicile and costs associated with such arbitration and associated judgment"h" shall be made regarding the relevant regulator in its place of domicile. (b) By E. The Reinsurer represents and warrants to the Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Agreement Contract, the Reinsurer is not relying on any representation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the Company or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract and the subject matter of this Contract and (2) been given the opportunity to request and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the arbitration provisions accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. F. The Reinsurer also represents and warrants to the Company as follows: 1. The Reinsurer has the full corporate power, authority and legal right to enter into this Contract and to consummate the transactions contemplated hereby. This Contract constitutes the legal, valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the Reinsurer of this Section 9Contract and the consummation by the Reinsurer of the transactions contemplated hereby shall not contravene or violate any provision of, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLYor result in the termination or acceleration of, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALor entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by which the Reinsurer is bound. (c) Nothing in 2. The Reinsurer shall maintain at all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Section 9 shall prohibit a party Contract that are based on misrepresentation and/or nondisclosure as to the subject matter of this Agreement from (i) instituting litigation Contract at or prior to enforce the Reinsurer's execution and delivery of this Contract, and agrees not to seek rescission of this Contract because of any arbitration awardactual or CIRT 2021-02 to the Reinsurer. Payments by the Reinsurer to the Company or the Insured, or (ii) joining through or to the other party Company or the Insured, shall be deemed payment to this Agreement in a litigation initiated the Company or the Insured, as applicable, only to the extent that such payments are actually received by a person the Company or entity that is not a party to this Agreement. Furtherthe Insured, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyas applicable.

Arbitration. (a) Subject A. As a condition precedent to Section 9(b)any right of action hereunder, any disputeirreconcilable dispute or difference of opinion, controversy including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or claim between Executive and any member of the Company Group other issue whatsoever, arising out of the interpretation, performance or relating to breach of this Agreement Contract or Executive’s employment or engagement with any member other agreements referenced herein including those referenced in paragraph A of the Company Group (“Disputes”) will Miscellaneous Provisions Article shall be finally settled submitted to arbitration. One arbiter shall be chosen by arbitration the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Houstonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Texasthe requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, in accordance with the then-existing two arbiters shall request the American Arbitration Association (“AAA”) Rulesto appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration award decision of the arbiters shall be final and binding on both parties. Any arbitration conducted under this Section 9 ; but failing to agree, they shall be heard by a single arbitrator (call in the “Arbitrator”) selected in accordance with umpire and the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator majority shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment both parties. Judgment upon the award final decision of the arbiters may be entered by in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party whom the Arbitrator determines is the prevailing party in such arbitration (which for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party receiving substantially shall bear the relief sought) expense of its own arbiter, and shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from jointly and equally bear with the other party the expense of all reasonable legal fees the umpire and costs associated with such of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration and associated judgmentshall be equally divided between the two parties. (b) By entering into this Agreement and entering into E. Any arbitration proceedings shall take place at a location mutually agreed upon by the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party parties to this Agreement from (i) instituting litigation Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the District of Columbia, not including its choice of law provisos, except that the internal laws of the State of Vermont shall apply to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agencyregulation of the Company.

Arbitration. (a) Subject to Section 9(b), any dispute, Any dispute or controversy or claim between Executive and any member of the Company Group arising out of or relating to in connection with this Agreement as to the existence, construction, validity, interpretation or Executive’s employment meaning, performance, non-performance, enforcement, operation, breach, continuance or engagement with any member termination thereof shall be submitted to arbitration pursuant to the following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (c) The Company Group shall bear all arbitration costs and expenses incurred by Employee. (“Disputes”d) will The arbitration hearing shall be finally settled by arbitration held at a site in Houston, Texas, in accordance with to be agreed to by a majority of the then-existing American Arbitration Association arbitrators on 10 days' written notice to the parties. (“AAA”e) Rules. The arbitration hearing shall be concluded within 10 days unless otherwise ordered by a majority of the arbitrators, and the award thereon shall be made within 10 days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided parties to the contrary in proceeding during the period of this Agreement, the Arbitrator shall have the power to (i) gather and judgment on such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by either party in the highest court, state or federal, having jurisdiction; provided, however, that Employee shall be entitled to specific performance of Employee's right to be paid until the Date of Termination during the pendency of any court of competent jurisdictiondispute or controversy arising under or in connection with this Agreement. The party whom parties stipulate that the Arbitrator determines is the prevailing party in such arbitration (which provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising during the party receiving substantially period of this Agreement and which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the relief soughttermination of this Agreement. Notwithstanding the pendency of any dispute or controversy pursuant to this Section 14, the Company will continue to pay Employee Employee's full Base Salary in effect when the notice giving rise to the dispute was given and continue Employee as a participant in all compensation, benefit and insurance plans in which Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 3(v) shall receive, hereof. Amounts paid under this Section 14 are in addition to any all other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into amounts due under this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce not be offset against or reduce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to amounts due under this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. (a) Subject Any dispute relating to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of this Agreement, including in connection with the interpretation or relating application of this Agreement, or the breach thereof, which is not resolved by agreement between the parties (in this Section 19.1 the Buyer and Hebei shall, together, constitute one party) within a reasonable period not exceeding [Redacted – Item 41] from the date such dispute is communicated by one party to this Agreement or Executivethe other, may be referred by either party hereto to be finally determined by arbitration by a single arbitrator sitting in T▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇. If the parties have not agreed upon the person to act as arbitrator hereunder within [Redacted – Item 41] after a party’s employment or engagement with any member request for arbitration, either of the Company Group (“Disputes”) parties may apply to the Ontario courts to select and appoint a single arbitrator. The single arbitrator shall be qualified by education and experience to determine the subject matter of the dispute. The parties agree that arbitration shall be the exclusive method for resolution of the disputes anticipated herein. The parties agree that the arbitration award will be finally settled by final and binding and that there will be no right of appeal therefrom on a question of law, a question of fact or a question of mixed fact and law. In all cases, the proceedings shall be conducted in the English language and the arbitrator shall be English speaking. The parties agree that time is of the essence and it is the intention of the parties that the entire arbitration, commencing from the appointment of the arbitrator to the issuance of the award, shall be completed as soon as practicable and that a final award be shall be rendered within [Redacted – Item 41] of the conclusion of the arbitration hearing. Each party shall bear its own costs of any arbitration, provided that, if the arbitrator finds that any party has caused undue delay in Houstonthe arbitration or has otherwise acted unreasonably in initiating or causing such arbitration to be initiated or during the course of the arbitration, Texasthen the arbitrator may, in his or her sole discretion, award costs against such party. The arbitration shall be pursuant to and subject to the International Commercial Arbitration Act (Ontario) and the arbitrator shall decide the dispute in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final laws of Ontario and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected any laws of Canada that are in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary force in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgmentOntario. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. If the Parties are unable to resolve the Dispute within ninety (a90) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member days following the receipt of the Company Group arising out Notice of or relating Dispute, either Party may submit the matter to this Agreement or Executive’s employment or engagement with any member be resolved by binding arbitration conducted by the office of the Company Group (“Disputes”) will be finally settled by arbitration American Arbitration Association in Houston, Texas, Texas (“AAA”). The arbitration shall be conducted in accordance with the then-existing American AAA’s Commercial Arbitration Association Rules (the “AAARules”) Ruleseffective at the time of the Dispute. The Expedited Procedures of the Rules shall apply to any Dispute in which no disclosed claim or counterclaim exceeds $5,000,000.00, exclusive of interest and arbitration fees and costs. If the Expedited Procedures should apply, the arbitration shall be heard and decided by a single arbitrator to be appointed by the AAA. For all other Disputes, the arbitration shall be heard and decided by three arbitrators, one to be designated by each Party and the third arbitrator to be selected by the mutual agreement of the two arbitrators. Each Party shall designate its arbitrator within twenty (20) days of the respondent receiving notice of the arbitration. If either Party fails to select an arbitrator within such twenty-day period, the AAA shall designate such arbitrator. The arbitrators selected by the Parties shall select the third arbitrator within fifteen (15) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within such fifteen-day period, the AAA shall select the third arbitrator. Each arbitrator selected hereunder shall be knowledgeable in the oil and gas industry. The arbitrators shall make a reasoned award in writing and may allocate costs and fees among the Parties in connection with such award. The award shall be final and binding on both partieseach Party and for all purposes. Any arbitration conducted under this Section 9 shall be heard by Judgment upon a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by in any court of competent having jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which This Section 14 shall be the party receiving substantially the relief sought) shall receive, in addition to survive any other award pursuant to such arbitration or associated judgment, reimbursement from the other party termination of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. FurtherFor the avoidance of doubt, nothing for the purpose of designating arbitrators in this Section 9 precludes Executive from filing an arbitration tribunal consisting of three arbitrators, the ▇▇▇▇▇▇▇ Parties shall be treated as a charge or complaint with a federal, state or other governmental administrative agencysingle Party.

Arbitration. (a) Subject All disputes and controversies of every kind and nature between any parties to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group this Agreement arising out of or relating to in connection with this Agreement or Executive’s employment the transactions described herein as to the construction, validity, interpretation or engagement with meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any member party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the Company Group arbitrator (“Disputes”who shall be an impartial person) will be finally settled appointed by arbitration such party demanding arbitration, together with a statement of the matter in Houstoncontroversy. (ii) Within thirty (30) days after receipt of such demand, Texasthe other parties shall, in accordance with a written notice delivered to the then-existing party making the arbitration demand, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) Ruleswithin thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 19 for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on both parties. Any arbitration conducted under this Section 9 all parties to the proceeding, shall be heard by a single arbitrator (resolve the “Arbitrator”) selected in accordance with the then-applicable rules question of costs of the AAA. The Arbitrator shall expeditiously hear arbitrators and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator)related matters, and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated judgment on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered and enforced by either party in any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (bv) By entering into this Agreement Except as set forth in Section 19(b) and entering into (c), the arbitration parties stipulate that the provisions of this Section 919 shall be a complete defense to any suit, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing action or proceeding instituted in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other governmental administrative agencyparties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. (a) Subject All disputes under this Article XI shall be settled by binding arbitration pursuant to Section 9(b), any dispute, controversy or claim between Executive and any member the rules of the Company Group arising out American Arbitration Association. Arbitration may be commenced at any time by any Party hereto giving written notice to each other Party to a dispute of its demand for arbitration, which demand shall set forth the name and address of its arbitrator. Within twenty (20) days of such notice, the other Party shall select its arbitrator and so notify the demanding Party. Within twenty (20) days thereafter, the two arbitrators so selected shall select the third arbitrator. In default of either side naming its arbitrator as aforesaid or relating to this Agreement or Executive’s employment or engagement with any member in default of the Company Group (“Disputes”) will be finally settled by arbitration in Houstonselection of the third arbitrator as aforesaid, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both partiesdesignate such arbitrator upon the application of either party. Any arbitration conducted under this Section 9 proceeding hereunder shall take place in Suffolk County, New York or San Diego, California or such other location as agreed to by the Parties. The dispute shall be heard by a single arbitrator the arbitrators within thirty (the “Arbitrator”30) selected in accordance with the then-applicable rules days after selection of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceedingthird arbitrator. The decision of the Arbitrator arbitrators shall be reasoned, rendered in writing, be final and binding upon within thirty (30) days after the disputing parties hearing. Each Party shall pay its own expenses of arbitration and the parties agree that judgment upon expenses of the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which arbitrators shall be the party receiving substantially the relief sought) shall receiveequally shared; provided, however, that if, in addition to the opinion of the majority of the arbitrators, any other award pursuant to such claim for indemnification or any defense or objection thereto was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration or associated judgment, reimbursement from expenses of the other party Party (including reasonable attorneys' fees) and of all reasonable legal fees and costs associated with the arbitrators against the Party raising such arbitration and associated judgmentunreasonable claim, defense or objection. (b) By entering into this Agreement To the extent that arbitration may not be legally permitted hereunder or contractually permitted under any insurance policy providing coverage, and entering into the arbitration provisions parties to any dispute hereunder may not at the time of this Section 9such dispute mutually agree to submit such dispute to arbitration, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIALany party may commence a civil Action in a court of appropriate jurisdiction to resolve disputes hereunder. (c) Nothing The decision of a majority of the arbitrators shall be final, binding and conclusive, shall be specifically enforceable, and judgment may be entered upon it in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining accordance with applicable law in the other party to this Agreement appropriate court in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint the States of New York and California with a federal, state or other governmental administrative agencyno right of appeal therefrom.