Common use of Arbitration Clause in Contracts

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding a) If any legally actionable dispute arises which cannot be resolved by mutual discussion between the parties, each of Executive and the Company agree to resolve that dispute by arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted pursuant to the JAMS Employment Arbitration Rules and Procedures and applicable California law. The parties agree that this arbitration agreement includes any such disputes that the Company and its related entities may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to Executive’s employment or its termination including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, training, employment, or its termination. b) The parties further agree that this arbitration provision of this Security Agreement to is the contrary, exclusive and binding remedy for any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by either party hereto be determined by binding for temporary or preliminary injunctive relief pending arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Codeapplicable law or an administrative claim with an administrative agency. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY. c) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for The parties agree that the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles County, California, unless otherwise mutually agreed. d) The provisions of Section 1281.8 of the California Code of Civil Procedure with respect to provisional remedies will apply to any such arbitration. In any such arbitration proceeding, any hearing must be transcribed by a certified court reporter and the arbitrator’s decision must be set forth in writing, consistent with the law of California and supported by essential findings of fact and conclusion of law. The arbitrator may issue any remedy or Pasadenaaward available under applicable law but may not add to, modify, change or disregard any lawful terms of this Agreement or issue an award or remedy that is contrary to the law of California. The arbitration hearing parties further agree that each party shall commence within 90 days pay its own costs and attorneys’ fees, if any; provided, however, the Company shall pay any costs and expenses that Employee would not otherwise have incurred if the dispute had been adjudicated in a court of law, rather than through arbitration, including the arbitrator’s fee, any administrative fee, and any filing fee in excess of the maximum court filing fee in the jurisdiction in which the arbitration demand and close within 90 days thereafteris commenced. The arbitration If either party prevails on a statutory claim that affords the prevailing party an award must be issued within 30 days after close of the hearing (subject to extension by attorneys’ fees, then the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to may award legal reasonable attorneys’ fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any prevailing party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureconsistent with applicable law.

Arbitration. Notwithstanding If the Agreement Dispute has not been resolved for any other provision of this Security reason after the Negotiation Period, such Agreement to the contraryDispute shall be determined, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined relevant Party, by binding arbitration conducted in New York City, before and in accordance with the United States then-existing Rules for Non-Administered Arbitration Act of the International Institute for Conflict Prevention and Resolution (Title 9 U.S. Code) “CPR”), except as modified herein (the “ActRules”). Arbitration proceedings will There shall be determined one arbitrator, which shall be appointed by the Parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If the arbitrator is not timely appointed by the Parties under this Section 8.2, he or she shall be appointed by the CPR in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”)Rules, and the terms in any such procedure, each Party shall be given two strikes, excluding strikes for cause. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Section. In Agreement is bound to arbitrate, or as to the event of any inconsistencyinterpretation, the terms validity or enforceability of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable Article VIII shall be determined by the arbitrator. In resolving any Agreement Dispute, the Parties intend that the arbitrator shall apply the substantive Laws of the State of New York, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York. The arbitrator shall have the power be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages, specific performance and all other forms of legal fees and equitable relief; provided, however, the arbitrator shall not be entitled to award special, consequential, reputational, indirect or punitive damages unless in connection with indemnification for a Third Party Claim (and in such a case, only to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered awarded in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureThird Party Claim).

Arbitration. Notwithstanding any other provision of this Security Agreement If the Senior Managements are not able to the contraryresolve such dispute referred to them under Section 11.2 within such [***] day period, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, then such dispute shall at the request of any party hereto be determined resolved by final and binding arbitration as follows: The Parties shall select a mutually agreeable arbitrator who has significant relevant experience in the subject matter of the disputed issue and no affiliation or pre-existing relationship with either Party. If the Parties cannot agree on an arbitrator within [***] days after the end of the [***] day period referred in Section 11.2 (or with respect to a Disputed Matter described in Section 11.4, after referral by a Party of such Disputed Matter to arbitration), either Party may request the Judicial and Mediation Services (“JAMS”) in San Francisco, CA to appoint an arbitrator on behalf of the Parties in accordance with the commercial arbitration rules of JAMS, and the proceeding shall be conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardJAMS rules. The arbitrator shall give effect may decide any issue as to applicable statutes of limitation whether, or as to the extent to which, any dispute is subject to the arbitration and other dispute resolution provisions in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorSupply Agreement. The arbitrator shall have must base the power to award legal fees to on the extent provided by provisions of this Security AgreementSupply Agreement and must render the award in a writing which must include an explanation of the reasons for such award. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees the arbitrator may be entered by any court having jurisdiction thereof. The arbitrator’s fees and expenses shall be entered shared equally by the Parties, unless the arbitrator in the court in which proceeding was commenced. None award assesses such fees and expenses against one of the foregoing provisions of Parties or allocates such fees and expenses other than equally between the Parties. Each Party shall bear and pay its own expenses incurred in connection with any dispute resolution under this Section 11.3. Notwithstanding the foregoing, either Party shall limit have the right, without waiving any right of Agent or Lenders remedy available to exercise self-help remediessuch Party under this Supply Agreement or otherwise, such as setoff, foreclosure or sale of to seek and obtain from any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforeany interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, after pending the selection of the arbitrator hereunder or during any arbitration proceeding. The exercise pending the arbitrator’s decision of a remedy does not waive the right of any party dispute subject to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurearbitration.

Arbitration. Notwithstanding If any other provision of this Security Agreement to the contrary, any controversy or claim among dispute between the parties relating in any way (each a “Party” and collectively “Parties”) arising under this IP Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the IP Agreement will be submitted to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined and decided by binding arbitration conducted in accordance with under the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Commercial Rules of the American Arbitration Association (“AAA”)Association, and except to the terms of extent that the Commercial Rules conflict with this Section. In the event of any inconsistencyprovision, the terms of in which event, this Section IP Agreement shall control. If AAA is unwilling This arbitration provision shall not limit the right of either Party prior to or unable during any such dispute to serve seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the provider arbitration award is rendered or the dispute is otherwise resolved. Within ten (10) calendar days of arbitration service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to enforce any provision judge in any court of this Sectioncompetent jurisdiction in city of Santa Xxxxx County, Agent may designate another arbitration organization with similar procedures to serve as State of California for appointment of the provider of arbitrationarbitrator. The arbitration proceedings arbitrator(s) shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of have the arbitration demand authority only to award equitable relief and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), compensatory damages and shall include a concise written statement of reasons for not have the award. The arbitrator shall give effect authority to applicable statutes of limitation in determining any controversy award punitive damages or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorother non-compensatory damages. The arbitrator shall have the power right to award legal fees costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any Party may apply to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this IP Agreement shall be held in city of Sunnyvale, California. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver discovery provision of the right California Code of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission purpose of such a controversy or claim arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to arbitration, which it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single refereeParty provided that (i) shall the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be an active attorney consolidated substantially involve common questions of law or retired judge; fact, and judgment upon (iii) the award rendered arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This IP Agreement to arbitrate waives any right to trial by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejury.

Arbitration. Notwithstanding Any claim or controversy among or between the parties hereto arising out of or pertaining to any other provision matter contained in this Agreement, or any difference as to the interpretation or performance of any of the provisions of this Security Agreement to the contraryshall be settled by arbitration in Los Angeles, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security AgreementCalifornia, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act before three (Title 9 U.S. Code3) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes arbitrators of the American Arbitration Association under its then prevailing rules. The arbitrators sitting in any such controversy shall not have the authority or power to modify or alter any express condition or provision of this Agreement, or any modification thereof, or to render any award which, by its terms, has the effect of altering or modifying any express condition or provision of this Agreement or modification thereof. It shall be a condition precedent to the institution of said arbitration proceedings that the proceedings be commenced within one (“AAA”)1) year from (i) the date the claim or controversy arises; or (ii) the date of termination of the consultant's services or, whichever is first to occur, and the terms of this Section. In failure to institute arbitration proceedings within such period shall constitute an absolute bar to the event institution of any inconsistency, the terms proceedings and a waiver of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationall claims. The arbitration proceedings award of the arbitrators shall be conducted final and binding, and judgment may be entered thereon in Los Angeles or Pasadena, Californiaany court of competent jurisdiction. The arbitration hearing shall commence within 90 days parties consent to the jurisdiction of the arbitration demand Superior Court of San Bernardino, California and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons United States District Court for the Central District of California for all purposes in connection with arbitration, including the entry of judgment on any award. The arbitrator shall give effect parties consent that any process or motion or other application to applicable statutes either of limitation in determining any controversy or claimsaid courts, and for these purposesany paper in connection with the arbitration may be served by certified mail, service on AAA return receipt requested, or by personal service, or in such other manner as may be permissible under applicable AAA the rules of the applicable court or arbitration tribunal provided a notice of claim reasonable time for appearance is allowed. Notwithstanding the equivalent of foregoing and without intending to limit the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees remedies available to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any partyCompany, including the plaintiffright to recover damages, to submit the controversy Consultant further agrees and acknowledges that the unauthorized disclosure or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time use of the proposed submission, such controversy or claim relates Company's trade secrets and confidential information pursuant to paragraphs 6 and/or 7 hereunder could cause irreparable harm and significant injury to the Company that may be difficult to ascertain and that damages at law will be an obligation secured by real estate, but if all parties do not consent insufficient remedy to submission of such a controversy or claim to arbitration, it shall be determined as provided the Company in the next sentence. At event that the request of consultant violate the terms hereof, and that the Company may apply for and obtain injunctive relief, without bond or security, in any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after to restrain the breach or during any arbitration proceeding. The exercise threatened breach of a remedy does not waive the right those provisions of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurethis Agreement.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistencycontroversy, dispute or claim arising out of or related to this Agreement, the terms of Subscription Agreement or the Convertible Notes, or the interpretation, breach, termination or validity hereof or thereof, the parties shall submit such controversy, dispute or claim to binding arbitration hereunder. All arbitration proceedings pursuant to this Section shall controlbe before a retired judge of the United States District Court for the Central District of California, Los Angeles Division, or the Los Angeles County Superior Court or such other arbitrator as the parties shall mutually agree upon. If AAA is unwilling or In the event that the parties are unable to serve as agree upon the provider selection of arbitration or to enforce an arbitrator, any provision party may request the presiding judge of this Sectionthe United States District Court for the Central District of California, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles Division, or Pasadena, Californiathe Los Angeles County Superior Court to appoint such arbitrator. The arbitration hearing Arbitration of the dispute shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 no later than thirty (30) days after close the selection or appointment of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the such arbitrator. The arbitrator shall be bound by the express terms of this Agreement and shall endeavor to reach his or her decision as quickly as possible, which decision shall be final and binding on the parties to this Agreement. The arbitrator shall also have the power to award legal fees costs and expenses (including, without limitation, reasonable attorneys' fees) to the extent provided by this Security Agreementprevailing party. Judgment upon an arbitration award may Application to enforce the arbitrator's decision can be entered made in any court having or other tribunal of competent jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if ; any other party contests such action for judicial relief. No controversy application or claim dispute shall be submitted to arbitration the United States District Court for the Central District of California, Los Angeles Division, or the Los Angeles County Superior Court for determination. The rules of discovery then pertaining to the United States District Court for the Central District of California, Los Angeles Division, or a California Court of Law, as the case may be, shall apply to any such arbitration, including, without the consent of all parties iflimitation, at the time Sections 1283.01 and 1283.05 of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission California Code of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeCivil Procedure, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from which are hereby incorporated herein and made a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or part hereof by reference. At Agent’s optionTO THE MAXIMUM EXTENT PERMITTED BY LAW, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureTHE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO JURY TRIAL OR TO ASSERT THE DOCTRINE OF INCONVENIENT FORUM OR TO OBJECT TO VENUE TO THE EXTENT ANY ACTION SUIT, ARBITRATION OR OTHER PROCEEDING IS BROUGHT IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim among If the parties relating in any way to any Secured Obligations or this Security Agreementdo not reach an agreed upon solution within a period of thirty (30) days from the time of the commencement of the informal dispute resolution process described above, including any alleged tort, shall at the request of any then either party hereto be determined by may initiate binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of by a single arbitrator before the American Arbitration Association (“AAA”), and using its Commercial Arbitration Rules as the sole means to resolve claims subject to the terms of this Sectionset forth below. In the event of any inconsistencyYOU AGREE THAT ANY DISPUTE OR CLAIM RELATING TO THIS AGREEMENT WILL BE RESOLVED BY BINDING ARIBTRATION RATHER THAN IN COURT AND ATHAT YOU WILL ARBITRATE WITH US ONLY IN YOUR INDIVIDUAL OR CORPORATE CAPACITY, the terms of this Section shall controlAND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. If AAA is unwilling or unable to serve as the provider of Any arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall claim must be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence brought within 90 days one (1) year of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorarising. The arbitrator shall have the power exclusive authority to award legal fees resolve all disputes arising out of or relating to the extent provided by interpretation, applicability, enforceability, or formation of this Security Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. Judgment upon an arbitration The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court having of competent jurisdiction. The institution You understand and maintenance of agree that unless you can demonstrate that arbitration in Delaware would create an action undue burden for judicial relief or pursuant you, any arbitration hearing will be held in Delaware. You understand and agree that by entering into this Agreement, each party is waiving the right to a provisional jury trial or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, trial before a judge in a public court. Other rights that you would have if you went to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remediescourt, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right to appeal and to certain types of any party to resort to arbitration or reference. At Agent’s optiondiscovery, foreclosure of any interest in real estate may be accomplished more limited or may also be waived. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (meaning patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights) or Confidential Information. Furthermore, you have the right to opt out and not be bound by exercise these arbitration provisions by sending written notice of power your decision to opt out to the following address , 00 X. Xxxxxx Street, Raleigh, North Carolina, 27601, within 30 days of sale thereunder or by judicial foreclosurethe date of this Agreement.

Arbitration. Notwithstanding The Company and Executive shall attempt to settle any other provision of disputes arising in connection with this Security Agreement through good faith consultation. In the event that Executive and the Company are not able to resolve any such disputes within 15 days after notification in writing to the contraryother (the “Initial Period”), any controversy dispute or claim among the parties relating arising out of or in any way to any Secured Obligations or connection with this Security Agreement, including any alleged tort, shall at the request of any party hereto Agreement will be determined finally settled by binding arbitration conducted in San Mateo County, California, in accordance with the United States process outlined in this Section 7. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that, after the expiration of the Initial Period, any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory claims, shall be resolved pursuant to the Federal Arbitration Act Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted by JAMS, Inc. (Title 9 U.S. Code“JAMS”) under the then applicable JAMS rules (the “Act”available upon request and also currently available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/). Arbitration proceedings By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding and agree that the arbitrator’s award shall be final and binding on both parties. This arbitration provision is to be construed as broadly as is permissible under applicable law. The Company acknowledges that Executive will have the right to be determined in accordance with represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement shall be decided by the Actarbitrator. Likewise, the then-current rules and procedures for the arbitration of financial services disputes procedural questions which grow out of the American Arbitration Association (“AAA”), dispute and bear on the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator final disposition are also matters for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall shall: (a) have the power authority to compel adequate discovery for the resolution of the dispute and to award legal such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of Executive if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the extent provided by this Security AgreementCompany from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Judgment upon an arbitration award Any awards or orders in such arbitrations may be entered and enforced as judgments in any court having jurisdiction. The institution the federal and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right state courts of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejurisdiction.

Arbitration. Notwithstanding If any other provision of this Security Agreement to the contrary, any controversy or claim among dispute between the parties relating in any way arising under this Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Agreement will be submitted to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined and decided by binding arbitration conducted in accordance with under the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Commercial Rules of the American Arbitration Association (“AAA”)Association, and except to the terms of extent that the Commercial Rules conflict with this Section. In the event of any inconsistencyprovision, the terms of in which event, this Section Agreement shall control. If AAA is unwilling This arbitration provision shall not limit the right of either Party prior to or unable during any such Dispute to serve seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the provider arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of arbitration service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to enforce any provision judge in any court of this Sectioncompetent jurisdiction in city of Las Vegas, Agent may designate another arbitration organization with similar procedures to serve as State of Nevada for appointment of the provider of arbitrationarbitrator. The arbitration proceedings arbitrator(s) shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of have the arbitration demand authority only to award equitable relief and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause)compensatory damages, and shall include a concise written statement of reasons for not have the award. The arbitrator shall give effect authority to applicable statutes of limitation in determining any controversy award punitive damages or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorother non-compensatory damages. The arbitrator shall have the power right to award legal fees costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Agreement shall be held in city of Las Vegas, State of Nevada. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver discovery provision of the right Nevada Rules of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission purpose of such a controversy or claim arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to arbitration, which it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single refereeparty provided that (i) shall the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be an active attorney consolidated substantially involve common questions of law or retired judge; fact, and judgment upon (iii) the award rendered arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejury.

Arbitration. Notwithstanding Any party claiming any other provision violation of this Security Agreement to the contrary, or seeking any controversy remedy or claim among the parties relating relief in any way relating to or affecting this Agreement, or any payments or benefits granted by it, must serve a written notice upon the other party describing the alleged violation, identifying all relevant provisions of this Agreement, and demanding arbitration. The notice and request must be served within thirty (30) calendar days of the incident (or the first date on which the party with reasonable diligence should have become aware of it) giving rise to the alleged violation. Failure to observe these time limits and procedures will be deemed a waiver of all right to any Secured Obligations relief or remedy. Any dispute arising out of or relating to this Security Agreement, including any alleged tort, Agreement shall at the request of any party hereto be determined resolved by final and binding arbitration conducted in accordance with the United States Employment Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”)and will be submitted to a National Academy arbitrator selected in accordance with such rules. In consideration of this agreement to submit such disputes to final and binding arbitration, the parties expressly waive the right to submit any dispute arising under this Agreement to any court or government agency, provided, however, that this shall not prevent Executive and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationEmployer from seeking injunctive relief in appropriate circumstances without first invoking and/or exhausting these procedures. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing prevailing party (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator) will be entitled to reimbursement of its reasonable costs and attorneys’ fees from the other party in any such arbitration proceeding, and the losing party shall also be responsible for the arbitrator’s and any separate arbitration and reporting fees. The arbitrator shall have Notwithstanding the power above, Executive acknowledges and agrees that any violation of Section 9 of this Agreement will cause the Employer irreparable harm as to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award which there may be entered no adequate legal remedy and therefore the Employer shall be entitled to injunctive or other equitable relief in addition to any court having jurisdiction. The institution monetary damages deemed appropriate by the court, and maintenance of an that such action for judicial relief or pursuant to a provisional or ancillary remedy by the Employer shall not constitute a waiver of be subject to arbitration. Executive further acknowledges and agrees that in the right event of any partyviolation of Section 9, the Employer shall cease to be obligated to provide any then-continuing benefit or payment to him or her under this Agreement and Executive further stipulates that the consideration as of then provided shall represent full and complete consideration for his or her obligations hereunder, including the plaintiff, to submit the controversy without limitation his or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent her full release of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureclaims.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Collateral Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The arbitrator shall not have the power to commit errors of law or legal reasoning, and any award may be reviewed and vacated or corrected on appeal to a court of competent jurisdiction for any such error. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent, Collateral Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Collateral Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding any other provision of Any dispute or controversy arising under or in connection with this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including the inception or termination of Employee’s employment, or any alleged tortdiscrimination or statutory or tort claim related to such employment, including issues raised regarding the Agreement’s formation, interpretation or breach, shall at the request of any party hereto be determined settled exclusively by binding arbitration conducted in Los Angeles, California in accordance with with, and under the auspices of the employment rules of JAMS or other mutually agreeable alternative dispute resolution service. A copy of the employment rules of JAMS are attached hereto as Exhibit A. The laws of the United States Arbitration and, to the extent not inconsistent therewith, the laws of the State of California shall govern. Without limiting the foregoing, the potential claims covered by this Agreement include, but are not limited to, claims for wages, bonuses or other compensation due; claims for breach of any contract or covenant (express or implied) under which Employee believes he would be entitled to compensation or benefits; claims for wrongful termination in violation of public policy, tort claims related to such employment; claims for discrimination and harassment (including, but not limited to, all claims arising under Title VII of the Civil Rights Act (Title 9 U.S. Code) (of 1969, as amended, the “Act”). Arbitration proceedings will be determined Age Discrimination in accordance Employment Act of 1967, the Americans with the Disabilities Act, the then-current rules California Fair Employment and procedures for Housing Act, the arbitration California Labor Code and applicable wage orders, the California Family Rights Act, the Federal Family and Medical Leave Act of financial services disputes 1993, the Fair Labor Standards Act, the Consolidated Omnibus budget Reconciliation Act of the American Arbitration Association (“AAA”)1985, and the terms of Employee Retirement Income Security Act; claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration or other procedure different from this Section. In the event one); and claims for violation of any inconsistencypublic policy, the terms of this Section shall control. If AAA is unwilling federal, state or unable to serve as the provider of arbitration other governmental law, statute, regulation or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationordinance. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of provide for written discovery and depositions adequate to give the arbitration demand parties access to documents and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of witnesses that are essential to the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratordispute. The arbitrator shall have no authority to add to or to modify this Agreement, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the power to award legal same claim or controversy. The arbitrator shall issue a written decision that includes the essential findings and conclusions upon which the decision is based, which shall be signed and dated. Employee, on the one hand, and the Bank and MB collectively, on the other hand, shall each bear his or their own costs and attorneys’ fees to incurred in conducting the extent provided arbitration; provided, however, that the Bank and MB shall bear the fees and administrative costs charged by this Security Agreementthe arbitrator and JAMS (or other alternative dispute resolution service selected). Judgment upon an arbitration award may be entered on the arbitrator’s award in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureEMPLOYEE HEREBY EXPRESSLY WAIVES ANY RIGHTS TO A JURY TRIAL.

Arbitration. Notwithstanding any other provision Any controversy, claim or dispute arising out of or relating to this Security Agreement to or the contraryemployment relationship, any controversy either during the existence of the employment relationship or claim among afterwards, between the parties relating in any way to any Secured Obligations hereto, their assignees, their affiliates, their attorneys, or this Security Agreement, including any alleged tortagents, shall at the request of any party hereto be determined settled by binding arbitration in Beverly Hills, California. Such arbitration shall be conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current then prevailing commercial arbitration rules and procedures for the arbitration of financial services disputes of the American California Arbitration Association (“AAA”but the arbitration shall be in front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by the Chairman of the Board of the Company; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization together with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days other expenses of the arbitration demand incurred or approved by the arbitrator(s); and close within 90 days thereafter(c) arbitration may proceed in the absence of any party if written notice of the proceedings has been given to such party. The arbitration award must be issued within 30 days after close of the hearing (subject parties agree to extension abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award final and conclusive and may be entered in any court having jurisdictionjurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. The institution and maintenance All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the Company from bringing an action for judicial injunctive relief or pursuant to a provisional other equitable relief or ancillary remedy relief under the Confidential Information and Invention Assignment Agreement. The arbitrator shall not constitute a waiver have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the right of any partyclaim, including the plaintiff, to submit the controversy or claim to arbitration if any disputes from third parties (other party contests such action than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time business of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentenceCompany. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single refereeThe arbitrator(s) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commencedrequired to follow applicable law. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remediesIF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, such as setoffTHEN EACH PARTY, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforeTO THE FULLEST EXTENT PERMITIED BY APPLICABLE LAW, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s optionHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurePROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER XXXXXX INVOLVING THE PARTIES HERETO.

Arbitration. Notwithstanding If there is any other provision dispute arising out of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Submission Agreement, including any alleged torta dispute about the validity, shall at operation, meaning or breach hereof (including, for example, if Recipient Parties should determine that Recipient Parties has the request of any party hereto be determined by binding arbitration conducted in accordance right to use the Material without entering into a further agreement with Writer, and Writer disagrees with Recipient Parties’ determination), the United States Arbitration Act (Title 9 U.S. Code) dispute between the parties (the “ActDispute”)) shall be submitted to final and binding arbitration, which shall constitute the sole dispute resolution mechanism hereunder and Writer irrevocably waives any rights to seek other relief at law or equity. Arbitration proceedings will The arbitration shall be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and controlled by the terms of this Section. In agreement, on an individual and not class basis only, and any award favorable to Writer shall be limited to the event fixing of any inconsistencycompensation for Company’s use of the submitted Material, the terms which shall bear a reasonable relation to compensation normally paid to persons of this Section shall control. If AAA is unwilling or unable to serve as the provider Writer’s present stature and experience for Company’s use of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationmaterial. The arbitration proceedings shall be initiated and conducted according to the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein and except that the arbitrator shall be an arbitrator experienced in the entertainment industry and licensed to practice law in California or a retired judge, including the Optional Appeal Procedure at the Los Angeles office of JAMS or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of County before a single neutral arbitrator appointed in accordance with the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardArbitration Rules. The arbitrator shall give effect follow California law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to applicable statutes of limitation in determining any controversy or claim, seek punitive damages and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable arbitrator shall be determined by the arbitratorhave no authority to award such damages. The arbitrator shall have will provide a detailed written statement of decision, which will be part of the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered and admissible in any court having jurisdictionjudicial proceeding to confirm, correct or vacate the award. The institution and maintenance of an action for judicial relief Unless the parties agree otherwise, the neutral arbitrator shall be a former or pursuant to a provisional retired judge or ancillary remedy shall not constitute a waiver of the right justice of any partyCalifornia state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final arbitration award within thirty (30) days of such award being rendered, including then the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without may enforce the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided final award in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during in Los Angeles County. The party seeking enforcement of any arbitration proceedingaward shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. The exercise parties shall maintain the confidential nature of the arbitration proceeding and the award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, the enforcement of an award, or a judicial challenge to an award, or unless otherwise required by law or judicial decision. Writer understands that Writer’s sole remedy does not waive in any arbitration or any other proceeding relating to this Submission Agreement or the Material is money damages; in particular, Writer expressly waives the right of to seek any party other relief at law or equity (including, without limitation, injunctive relief) with respect to resort to arbitration the Material or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurethis Submission Agreement.

Arbitration. Notwithstanding any other provision of this Security Agreement If the Dispute is not resolved pursuant to Section 20.1, such Dispute must be referred to and finally resolved by arbitration, to which the Parties hereto expressly agree and submit. The arbitration will be submitted to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures International Centre for the arbitration of financial services disputes Dispute Resolution of the American Arbitration Association (“AAA”) and conducted in accordance with the Commercial Arbitration Rules of the AAA (“Rules”). Pre-hearing information exchange shall be limited to the reasonable production of relevant, nonprivileged documents and carried out expeditiously. There will be one arbitrator selected by mutual agreement of the terms Parties. It is the intent of this Section. In the event of any inconsistencyParties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the terms of this Section shall control. If AAA date the arbitrator is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationappointed. The arbitration proceedings arbitral tribunal may extend this time limit in the interests of justice. Failure to adhere to this time limit shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator not constitute a basis for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for challenging the award. The arbitrator shall give effect arbitration will be conducted in English and the place of arbitration will be in New York City, New York, USA. Either Party may, without waiving any remedy under this Agreement, apply to applicable statutes the arbitral tribunal and/or any court having jurisdiction any interim, provisional, injunctive or conservatory relief that is necessary to protect the rights or property of limitation in determining any controversy that Party until the arbitration award is rendered or claimthe Dispute is otherwise resolved. Any decision rendered by the arbitral tribunal will be final and binding on the Parties, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award judgment thereon may be entered in by any court having of competent jurisdiction, including, but not limited to, any court that has jurisdiction over either of the Parties or any of their assets. The institution Parties expressly agree that the arbitral tribunal will be empowered to award and maintenance of an action for judicial order equitable or injunctive relief with respect to matters brought before it, provided however, that such remedy or relief is consistent with the remedies and limitations set forth in this Agreement. The Parties agree that all arbitral proceedings conducted pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any partythis Section, including the plaintiffexistence of any arbitral proceedings, to submit information disclosed in the controversy or claim to arbitration if course of such arbitral proceedings, and any other party contests such action for judicial relief. No controversy or claim settlements, negotiations, discussions, proposals, and awards related thereto shall be submitted to arbitration without the consent of all parties ifconsidered Confidential Information. The Parties may, at the time of the proposed submissionhowever, disclose such controversy or claim relates information to an obligation secured by real estateappropriate court, but if all parties do not consent as is necessary to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request seek enforcement of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurearbitral tribunal.

Arbitration. Notwithstanding any other provision of this Security Agreement The Executive and the Company agree that in the event a dispute arises concerning or relating to the contraryExecutive’s employment with the Company, or any controversy or claim among the parties relating in any way termination therefrom, such dispute shall be submitted to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States employment arbitration rules of Judicial Arbitration Act and Mediation Services (Title 9 U.S. Code“JAMS”) by a single impartial arbitrator experienced in employment law selected as follows: if the Company and the Executive are unable to agree upon an impartial arbitrator within ten (10) days of a request for arbitration, the “Act”)parties shall request a panel of employment arbitrators from JAMS and alternatively strike names until a single arbitrator remains. Arbitration proceedings will be determined The arbitration shall take place in Los Angeles County, California, and both the Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with the ActJAMS’ rules and procedures. Except as set forth in Section 8, the then-current rules Executive and procedures the Company further agree that arbitration as provided for in this Section will be the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by either party hereto for temporary or preliminary injunctive relief pending arbitration of financial services disputes in accordance with applicable law, and that the award of the American Arbitration Association (“AAA”)arbitrator shall be final and binding on both parties, and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratornonappealable. The arbitrator shall have the power discretion to award legal fees monetary and other damages, or no damages, and to fashion such other relief as the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionarbitrator deems appropriate. The institution Company will be responsible for paying any filing fees and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver costs of the right of any partyarbitration proceeding itself (for example, arbitrators’ fees, conference room, transcripts), but each party shall be responsible for its own attorneys’ and advisors’ fees and its own evidentiary costs, including the plaintiffwithout limitation expert witness fees. THE COMPANY AND EXECUTIVE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties ifTHEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, at the time of the proposed submissionEITHER STATE OR FEDERAL, such controversy or claim relates to an obligation secured by real estateAND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, but if all parties do not consent to submission of such a controversy or claim to arbitrationIF ANY, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureDETERMINED BY A JURY.

Arbitration. Notwithstanding The parties shall attempt to resolve all disputes between the parties arising out of or relating to this Agreement amicably through good faith discussions upon the written request of any other provision party. In the event that any such dispute cannot be resolved thereby within a period of this Security Agreement fourteen (14) days after such notice has been given (the last day of such fourteen (14) day period being herein referred to as the contrary“Arbitration Date”), any such dispute, controversy or claim among the parties arising out of or relating in any way to any Secured Obligations this Agreement or this Security Agreementto a breach thereof, including any alleged tortits interpretation, performance or termination, shall at be finally resolved by arbitration in Los Angeles, California, using the request of any party hereto be determined by binding arbitration conducted English language in accordance with the United States Arbitration Act Rules and Procedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, selected from the appropriate list of JAMS arbitrators, unless mutually agreed otherwise by the Parties. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (Title 9 U.S. Code15) (days following the “Act”). Arbitration proceedings will Date, then a single arbitrator shall be determined selected on an expedited basis in accordance with the Act, the then-current rules Arbitration Rules and procedures for the arbitration Procedures of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationJAMS. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator arbitrator(s) shall have the power authority to award legal grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the extent provided by this Security Agreementarbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon an arbitration the award so rendered may be entered in any a court having jurisdictionjurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. The institution and maintenance of Notwithstanding the foregoing, each party shall have the right to institute an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent proper jurisdiction before, after for injunctive or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureother equitable relief.

Arbitration. Notwithstanding any (a) Any claim, dispute or other provision of controversy (a "Controversy") relating to this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined settled and resolved by binding arbitration conducted in accordance with San Diego County, California if initiated by the United States Arbitration Act (Title 9 U.S. Code) (Executive or in Sacramento County if initiated by the “Act”). Arbitration proceedings will be determined in accordance with Company before a single arbitrator under the Act, the then-current rules and procedures for the arbitration of financial services disputes Employment Rules of the American Arbitration Association (“"AAA”), and ") in effect at the terms of this Section. In the event of any inconsistency, the terms of this Section shall controltime a demand for arbitration is made. If there is any conflict between the AAA is unwilling or unable to serve as rules and this arbitration clause, this arbitration clause will govern and determine the provider rights of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationparties. The arbitration proceedings Parties to this Agreement (the "Parties") shall be conducted in Los Angeles or Pasadena, Californiaentitled to full discovery regarding the Controversy as permitted by the California Code of Civil Procedure. The arbitration hearing arbitrator's decision on the Controversy shall commence within 90 days be a final and binding determination of the arbitration demand Controversy and close within 90 days thereafter. The shall be fully enforceable as an arbitration award must be issued within 30 days after close of in any court having jurisdiction and venue over the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardParties. The arbitrator shall give effect to applicable statutes of limitation also award the prevailing Party any reasonable attorneys' fees and reasonable expenses the prevailing Party incurs in determining any controversy or claimconnection with the arbitration, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable non-prevailing Party shall be determined by pay the arbitrator's fees and expenses. The arbitrator shall have determine who is the power prevailing Party. Each Party also agrees to award legal fees accept service of process for all arbitration proceedings in accordance with AAA's rules. (b) The obligation to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy arbitrate shall not constitute be binding upon either party with respect to requests for temporary restraining orders, preliminary injunctions or other procedures in a waiver court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the right of any party, including actual dispute between the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel Parties. (or the referee if there is a single refereec) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing The provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such be construed as setoff, foreclosure or sale independent of any Collateral other covenant or to obtain provisional or ancillary remedies from provision of this Agreement; provided that, if a court of competent jurisdiction beforedetermines that any such provisions are unlawful in any way, such court shall modify or interpret such provisions to the minimum extent necessary to have them comply with the law. (d) This arbitration provision shall be deemed to be self-executing and shall remain in full force and effect after expiration or during termination of this Agreement. In the event either party fails to appear at any properly noticed arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate an award may be accomplished either entered against such party by exercise of power of sale thereunder default or by judicial foreclosureotherwise notwithstanding said failure to appear.

Arbitration. Notwithstanding Fluidigm and Customer agree that any other provision dispute or controversy arising out of or in connection with this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined finally settled by binding arbitration conducted under the extant rules of the International Centre for Dispute Resolution, by one (1) arbitrator appointed in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”)such rules. Arbitration proceedings will be determined For sales originating in accordance with the ActAsia, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event venue of any inconsistencysuch arbitration shall be Singapore; for sales originating in Europe, the terms venue of this Section any such arbitration shall control. If AAA is unwilling or unable to serve as be Amsterdam, Netherlands; and for sales originating in all other regions, the provider venue of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or PasadenaSan Francisco, California. The arbitration hearing shall commence within 90 days of be conducted in English, and any written evidence originally in a language other than English shall be submitted in English translation accompanied by the arbitration demand and close within 90 days thereafteroriginal or a true copy thereof. The arbitration decision and/or award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause)shall be written, final and non- appealable, and shall include a concise written statement the parties agree that the decision and/or award of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining be the sole, exclusive and binding remedy between them regarding any controversy or claimand all disputes, controversies, claims and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by counterclaims properly before the arbitrator. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. The costs of any arbitration, including administrative fees and fees of the power to arbitrator, shall be shared equally by the parties, and each party shall bear the cost of its own attorneys' and expert fees, provided that the arbitrator may at his or her discretion award legal fees to the extent provided prevailing party the costs and expenses incurred by this Security Agreementthe prevailing party in connection with the arbitration proceeding. Judgment upon an arbitration The decision and/or award of the arbitrator may be entered in any court having jurisdiction. The institution of competent jurisdiction for a judicial recognition of the decision and maintenance applicable orders of an action for judicial enforcement (which may include, without limitation, permanent injunctive relief or pursuant orders for specific performance or for equitable relief), and either party may apply to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after for appropriate restraining orders or during temporary injunctive relief pending resolution of any arbitration proceeding. The exercise For avoidance of a remedy does doubt, any such equitable remedies shall be cumulative and not waive the right of exclusive and are in addition to any other remedies which either party to resort to arbitration may have under this Agreement or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureapplicable law.

Arbitration. Notwithstanding any other provision of (i) Except as otherwise provided in this Security Agreement to the contraryAgreement, any dispute or controversy or claim among between the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto Employer and you will be determined settled by final and binding arbitration conducted by a single arbitrator to be held in the city in which you were last employed by the Employer, unless the Employer and you agree otherwise, in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”JAMS rules for resolution of employment disputes then in effect, except as provided in this Section 11(k). Arbitration proceedings The arbitrator the parties select will have the authority to grant any party all remedies otherwise available by law, but will not have the power to grant any remedy that would not be available in a state or federal court in the jurisdiction in which the arbitration is being held. Either party may seek court intervention in a dispute for interim equitable relief in a court of competent subject matter jurisdiction located within the city in which you were last employed by the Employer, but the resort to interim equitable relief will be determined pending and in accordance aid of arbitration only, and in such cases the trial on the merits of the action will occur in front of, and will be decided by, the arbitrator, who will have the same ability to order legal or equitable remedies as could a court of general jurisdiction. The arbitrator will have the authority to hear and rule on dispositive motions (such as motions for summary adjudication or summary judgment) and has the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate claims, including but not limited to any claim that all or any part of this agreement is void or voidable. This agreement to arbitrate applies to all claims that the Employer may have against you or that you may have against the Employer or the Employer’s current and former officers, directors, employees, representatives and agents, and/or all entities affiliated with the ActEmployer, as well as the current and former officers, directors, employees, representatives and agents of those affiliates. This arbitration obligation shall not prohibit the Employer or you from filing a claim with an administrative agency, nor does it apply to claims for workers’ compensation or unemployment benefits, claims for benefits under an employee welfare or pension plan that specifies a different dispute resolution procedure, or claims which, by law, cannot be compelled to binding arbitration via private agreement. (ii) Notwithstanding anything to the contrary in the rules of JAMS, the then-current rules arbitration shall provide (a) for written discovery and procedures depositions as provided under the Federal Rules of Civil Procedure and (b) for a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is based which must be issued no later than thirty (30) days after a dispositive motion is heard or an arbitration hearing has completed. The Employer will pay the fees and administrative costs charged by the arbitrator and JAMS; provided, however, that if you initiate the arbitration, you must initiate it by paying to JAMS an amount equal to the filing fee for the arbitration state court of financial services disputes general jurisdiction in the state in which you were last employed by the Employer. (iii) Either party will have the same amount of time to file any claim against any other party as it would have if the claim had been filed in state or federal court in the city in which you were last employed by the Employer. In conducting the arbitration, the arbitrator shall follow the Federal Rules of Evidence (including but not limited to all applicable privileges). (iv) The arbitrator must be experienced in employment law. He or she will be selected by the mutual agreement of the American Arbitration Association (“AAA”), and parties. If the terms of this Section. In the event of any inconsistencyparties cannot agree on an arbitrator, the terms parties will alternately strike names from a list provided by JAMS until only one name remains. If a JAMS arbitrator is not available to conduct an arbitration in the city in which you last worked for the Employer, then another similar arbitration service provider will be selected by the mutual agreement of the parties (and all references to JAMS in this Section shall control. If AAA is unwilling or unable 11(k) will be deemed to serve as be references to that arbitration service provider). (v) The decision of the provider of arbitration or arbitrator will be final, conclusive and binding on the parties to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted prevailing party in Los Angeles or Pasadenathe arbitration, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be as determined by the arbitrator. The , shall be entitled to recover his or its reasonable attorneys’ fees, experts’ fees and costs, including the costs or fees charged by the arbitrator shall have and JAMS, in addition to such other relief as may be granted, under the power to award legal standards provided by law for awarding such fees and costs applicable to the extent provided by this Security Agreementclaims asserted. Judgment upon an arbitration award may be entered on the arbitrator’s decision in any court having jurisdiction. (vi) You understand that your and the Employer’s agreement to arbitrate all disputes means that both you and the Employer are waiving your right to file a court action, except for requests for injunctive relief pending arbitration. The institution You also understand that both you and maintenance of an action for judicial relief or pursuant the Employer are giving up any right to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejury trial.

Arbitration. Notwithstanding any other provision Any controversy arising out of or relating to this Separation Agreement, the enforcement or interpretation of this Security Agreement to Separation Agreement, or because of an alleged breach, default, or misrepresentation in connection with any of the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or provisions of this Security Separation Agreement, including (without limitation) any alleged tortstate or federal statutory claims, shall at the request be submitted to final and binding arbitration, to be held in Orange County, California before a sole neutral arbitrator; provided, however, that provisional injunctive relief may, but need not, be sought in a court of any party hereto be determined by binding law while arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”)are pending, and any provisional injunctive relief granted by such court shall remain effective until the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA matter is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be finally determined by the arbitrator. The arbitrator arbitration shall have the power be administered by JAMS pursuant to award legal fees to the extent provided by this Security Agreementits Comprehensive Arbitration Rules and Procedures. Judgment upon an arbitration on the award may be entered in any court having jurisdiction. The institution parties acknowledge and maintenance of an action for judicial relief agree that they are hereby waiving any rights to trial by jury in any action, proceeding or pursuant to a provisional or ancillary remedy shall not constitute a waiver counterclaim brought by either of the right parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Section VII.I. The parties agree that MSC shall be responsible for payment of the forum costs of any partyarbitration hereunder, including the plaintiffArbitrator’s fee. The parties further agree that in any proceeding with respect to such matters, to submit each party will bear its own attorney’s fees and costs (other than forum costs associated with the controversy or claim to arbitration if which in any other party contests such action for judicial relief. No controversy or claim event shall be submitted paid by MSC). Without limiting the remedies available to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of notwithstanding the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remediesVII.I, such as setoff, foreclosure or sale Xxxxxx and MSC acknowledge that any breach of any Collateral of the covenants or provisions contained in this Separation Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the non-breaching party shall be entitled to obtain provisional a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any activities prohibited by any covenant or ancillary remedies from a court of competent jurisdiction before, after provision in this Separation Agreement or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate such other equitable relief as may be accomplished either by exercise required to enforce specifically any of power the covenants or provisions of sale thereunder or by judicial foreclosurethis Separation Agreement.

Arbitration. Notwithstanding The Parties shall first attempt to settle any other provision of this Security Agreement Claim by agreement. If the Parties are unable to the contrarysettle any such Claim within a reasonable time period, any controversy or claim among the parties relating in any way said Claim is to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted arbitrated in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control12. If AAA is unwilling Subject to the foregoing, any claim or unable controversy arising out of or related to serve as this Agreement, including the provider issue of arbitration or to enforce arbitrability of any provision of this Sectionsuch Claim, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be resolved solely and completely by mandatory, final, binding, and non-appealable arbitration, conducted in Los Angeles or PasadenaAngeles, CaliforniaCalifornia by IFTA, pursuant to its then-effective rules. Reasonable discovery will be allowed in the arbitration, consistent with both the facts of the alleged dispute and the procedural rules of the tribunal. The arbitration hearing shall commence within 90 days costs of the arbitration demand including, among other things, any administration fee, the arbitrator’s fee, and close within 90 days thereafter. The arbitration award must costs for the use of facilities during the hearings, shall be issued within 30 days after close of the hearing (subject to extension borne equally by the arbitrator for up Parties to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardarbitration. The arbitrator shall give effect not have any power to applicable statutes of limitation in determining alter, amend, modify or change any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing terms of a lawsuit. Any dispute concerning this Section or whether a controversy or claim Agreement nor to grant any remedy which is arbitrable shall be determined either prohibited by the arbitratorterms of this Agreement, or not available in a court of law. The arbitrator Nothing contained herein, however, shall have limit the power ability of either Party to award legal fees pursue interim equitable relief (e.g., a temporary restraining order or preliminary injunction) prior to the extent provided start of the arbitration. A judgment on the award rendered by this Security Agreement. Judgment upon an arbitration award the arbitrator may be entered in any court having jurisdictionjurisdiction thereover. The institution Parties further agree that venue and maintenance of jurisdiction over any litigation, motion to compel arbitration or to confirm an action for judicial relief arbitration award shall lie exclusively with the courts (state or pursuant federal) located in and having jurisdiction over Los Angeles County, California, and hereby submit to a provisional or ancillary remedy shall not constitute a waiver the jurisdiction thereof. Each of the right Parties hereto irrevocably consents to the service of any partyprocess, including pleading, notices or other papers in any action arising out of or related to this Agreement by the plaintiffmailing of copies thereof by registered or certified mail, postage prepaid, to submit the controversy such Party at such Party’s address set forth herein, or claim to arbitration if by any other party contests method provided or permitted under California law. In the event of any such action for judicial relief. No controversy or claim proceedings, the prevailing Party shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates entitled to an obligation secured by real estate, but if all parties do not consent to submission award of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; reasonable out-of- pocket attorneys’ fees and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurecosts.

Arbitration. Notwithstanding any other provision of anything contained in this Security Agreement to ----------- the contrary, any controversy claim arising out of or related to this Agreement or any franchise agreement between the Parties or their affiliates which has not been resolved by mutual agreement of the Parties after a written notice of the claim among by the parties relating complaining Party to the other Party and a forty-five (45) day negotiation period in any way which the Parties try to any Secured Obligations or this Security Agreement, including any alleged tortresolve the claim, shall at the request of any party hereto be determined finally settled by binding arbitration. Such arbitration shall be conducted in Bethesda, Maryland in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Commercial Rules of the American Arbitration Association then in effect, as modified or supplemented herein, or as the Parties mutually agree otherwise. Notwithstanding the rules of the arbitral body, the Parties hereto agree (“AAA”)a) that any arbitration shall be presided over by a single arbitrator, who shall have been admitted to the practice of law, and the terms of this Section. In the event of be in good standing or on retirement status in any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand fifty United States or the District of Columbia and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing have experience in hotel franchise matters, (subject to extension by b) that the arbitrator for up to 60 days upon a showing of good cause)shall base his decision on the facts as presented into evidence, and (c) that the arbitrator shall include prepare a concise written statement memorandum of reasons for decision setting forth the awardfindings of fact and conclusions of law. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined selected by the Parties. If they cannot agree on such selection within a thirty (30) day period, they shall ask the American Arbitration Association to appoint an arbitrator. The decision of the arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award be final, and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction. The institution and maintenance of an action Any claim for judicial relief or made pursuant to a provisional or ancillary remedy this Agreement shall not constitute a waiver be made within one (1) year from the date upon which the claim arose. All costs of the right arbitration shall be borne by the Party determined to be the losing Party by the arbitrator. For purposes of determining the prevailing and losing Party, the arbitrator may consider offers of settlement by either Party, or both of them. The Circuit Court of Xxxxxxxxxx County, Maryland shall have exclusive jurisdiction to enforce this arbitration provision, for injunctive relief in and of arbitration and for enforcement of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureaward.

Arbitration. Notwithstanding Any dispute, claim or controversy arising from, relating to, or in connection with this Release, including without limitation any question regarding its existence, validity, termination, or the performance or breach thereof, shall be referred to and finally resolved and settled by arbitration administered by International Chamber of Commerce International Court of Arbitration (the “ICC”), in accordance with ICC Rules of Arbitration in effect at the time of the arbitration, which rules are deemed to be incorporated by reference into this clause except as they may be modified herein or by agreement of the Parties. Each Party hereby irrevocably waives its right to commence any proceedings in any court with respect to any matter subject to arbitration under this Release. The arbitral tribunal shall consist of three arbitrators. Each Party shall nominate one arbitrator, the Party requesting arbitration concurrently with such request and the other provision Party within fifteen (15) calendar days from receipt of this Security Agreement the request for arbitration. In the event a Party fails to nominate an arbitrator or deliver notification of such nomination to the contraryother Party and to the ICC within this time period, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the upon request of any party hereto either Party, such arbitrator shall instead be determined appointed by binding arbitration conducted the ICC within fifteen (15) calendar days receiving such request in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”)Rules of Arbitration. Arbitration proceedings will be determined The two arbitrators appointed in accordance with the Actabove provisions shall nominate the third arbitrator and notify the Parties and the ICC in writing of such nomination within fifteen (15) calendar days of their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator or notify the Parties and the ICC of that nomination within this time period, then, upon request of either Party, the then-current rules and procedures for third arbitrator shall be appointed by the arbitration ICC within fifteen (15) calendar days of financial services disputes receiving such request in accordance with the Rules of Arbitration. The third arbitrator shall serve as Chairman of the American Arbitration Association (“AAA”), and the terms of this Sectionarbitral tribunal. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider The place of arbitration or to enforce any provision of this Sectionshall be Paris, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationFrance. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days language of the arbitration demand and close within 90 days thereaftershall be English. No arbitrator shall be an employee, officer or director of either Party or of their respective affiliates, nor shall any Arbitrator have any interest that would be affected in any material respect by the outcome of the dispute. The arbitration award must be issued within 30 days after close decision of a majority of the hearing (subject to extension by arbitrators shall be final and binding on the arbitrator for up to 60 days upon a showing Parties and their respective successors and assigns and the Parties waive any form of good cause), and shall include a concise written statement of reasons for the awardchallenge against it. The arbitrator arbitral tribunal shall give effect to applicable statutes of limitation determine the proportions in determining any controversy or claim, which the Parties shall pay the fees and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent expenses of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorarbitral tribunal. The arbitrator arbitral tribunal shall not have the authority to award punitive damages. The Parties hereby agree that the arbitral tribunal shall have the power to award legal fees equitable remedies (including specific performance). The Parties agree that either party may seek conservatory or similar emergency interim relief in aid of arbitration, including but not limited to a temporary restraining order or preliminary injunction or attachment in aid of the extent provided by this Security Agreement. Judgment upon an arbitration award and may be entered do so in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforelocated in the State of New York at any time prior to the constitution of the panel and the parties hereby consent to the jurisdiction of any such court. If such emergency or interim relief is sought after the constitution of the arbitration panel, such relief may be sought only before the arbitral tribunal and, after the constitution of the arbitration panel, each party waives any rights they might possess to have those matters litigated in a court or during any jury trial. Each Party’s agreement to this arbitration proceedingis voluntary. The exercise For the purposes of this Agreement, the Sellers, on one hand, and the Purchaser, on the other hand, shall each be considered as a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s optionsingle Party, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurerespectively.

Arbitration. Notwithstanding any other provision of Any dispute arising under or relating to this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined decided by binding arbitration as follows. The Parties shall use all reasonable efforts to resolve the dispute through direct discussions within 30 days of written notice that there is such a dispute. If no amicable settlement is reached as a result of the discussions, the matter shall be finally settled by arbitration conducted expeditiously by a single neutral arbitrator in accordance with the applicable rules of the American Arbitration Association. No arbitrator may serve who has had at any time a material personal or financial relationship with any participant to the dispute or any Affiliate of any such participant. The place of arbitration shall be in the county in which is located the principal place of business of the respondent. The arbitrator is not empowered to modify the terms of this Agreement. The arbitrator shall award costs and attorneys’ fees to the prevailing Party. The dispute resolution proceedings contemplated by this provision shall be as confidential and private as permitted by law. To that end, the Parties shall not disclose the existence, content or results of any proceedings conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”)this provision, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding; provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law. Arbitration The Parties agree that any decision or award resulting from proceedings will be determined in accordance with this dispute resolution provision shall have no preclusive effect in any other matter involving third parties. Notwithstanding the Actforegoing, if the then-current rules and procedures for enforcement of any right under this Agreement reasonably requires recourse to the arbitration of financial services disputes equitable remedies provided by a court, due to the immediacy or nature of the American Arbitration Association remedy sought (“AAA”for example, a preliminary injunction or a temporary restraining order), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent then either Party may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted pursue such equitable remedies in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise if otherwise permissible by law pending submission of a remedy does not waive the right of any party matter to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurearbitration.

Arbitration. Notwithstanding any If the Parent Indemnified Parties and Buyer are unable to resolve a claim for indemnification to which an Objection has been made within twenty (20) days (as such period may be extended by mutual agreement between the parties), either Buyer or the applicable Parent Indemnified Party shall serve the other provision with a written demand for arbitration within thirty (30) days of this Security Agreement to the contraryexpiration of such 20-day period, any controversy unless the amount of the Loss is at issue in a Third Party Proceeding, in which event arbitration shall not be commenced until such amount is ascertained or claim among the parties relating agree to commence arbitration. Any such arbitration shall be held in any way Santa Cxxxx County, California and shall be conducted before a single arbitrator mutually agreeable to any Secured Obligations or this Security Agreement, including any alleged tort, shall at Buyer and the request of any party hereto be determined by binding arbitration conducted applicable Parent Indemnified Party in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”), and the terms of this SectionAssociation. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued that within 30 days after close submission of any dispute to arbitration Buyer and the applicable Parent Indemnified Party cannot mutually agree on one arbitrator, Buyer and the applicable Parent Indemnified Party shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the hearing (subject arbitrator or, if applicable, the majority of the three arbitrators regarding any claim for indemnification to extension which an Objection has been made and/or any reimbursement of any amounts previously paid by the arbitrator Parent pursuant to any claim for up indemnification to 60 days upon a showing of good cause), which an Objection has been made shall be binding and conclusive. Such decision shall be written and shall include a concise be supported by written statement findings of reasons for fact and conclusions which shall set forth the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy , judgment, decree or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined order awarded by the arbitrator. The arbitrator shall have the power parties agree to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests complete such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner expeditiously as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurereasonably possible.

Arbitration. Notwithstanding any other provision of this Security Agreement Guaranty to the contrary, any controversy or claim among the parties relating in any way to any Secured Guaranteed Obligations or this Security AgreementGuaranty, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of against any interest in real estate property security may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding anything to the contrary (including, without limitation, any other provision of this Security Agreement to the contrarywritten agreement by and between you and any Ribbon Entity): i. Any controversy, any controversy dispute or claim among arising out of or relating to this Agreement or the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto breach hereof (a “Dispute”) which cannot be determined settled by mutual agreement will be finally settled by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (Commonwealth of Massachusetts, under the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes jurisdiction of the American Arbitration Association (“AAA”)or other mutually agreeable alternative arbitration dispute resolution service, and before a single arbitrator appointed in accordance with the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days rules of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause)American Arbitration Association or other selected service, and shall include a concise written statement of reasons for the awardmodified only as herein expressly provided. The arbitrator shall give effect may enter a default decision against any party who fails to applicable statutes participate in the arbitration proceedings. ii. The decision of limitation the arbitrator on the points in determining any controversy or claimdispute will be final, non-appealable and binding, and for these purposes, service judgment on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction thereof. iii. The institution fees and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver expenses of the right arbitrator will be shared equally by the parties, and each party will bear the fees and expenses of its own attorney in connection with any Dispute; provided that, to the extent the arbitrator determines you have prevailed on at least one material issue involved in any Dispute commencing during the Change in Control Protection Period, the Company shall reimburse you for all reasonable attorneys’ fees in connection with such Dispute. iv. The parties agree that this Section 9(f) has been included to resolve any Disputes, and that this Section 9(f) will be grounds for dismissal of any partycourt action commenced by either party with respect to this Agreement, including other than post-arbitration actions seeking to enforce an arbitration award or actions seeking an injunction or temporary restraining order. In the plaintiff, to submit the controversy or claim to event that any court determines that this arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that procedure is not submitted binding, or otherwise allows any litigation regarding a Dispute to arbitration as provided above shall be determined by judicial reference; and if such an election is madeproceed, the parties shall designate hereto hereby waive, to the court maximum extent allowed by law, any and all right to a referee trial by jury in or referees selected under with respect to such litigation. v. The parties will keep confidential, and will not disclose to any person, except as may be required by law or the auspices rules and regulations of the AAA in Securities and Exchange Commission or other government agencies, the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale existence of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforecontroversy hereunder, after or during any arbitration proceeding. The exercise of a remedy does not waive the right referral of any party to resort such controversy to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder the status or by judicial foreclosureresolution thereof.

Arbitration. Notwithstanding any other provision Any dispute or controversy between Company and Executive, arising out of or relating to this Agreement, the breach of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortor otherwise, shall at the request of any party hereto be determined settled by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the ActSan Diego, the then-current rules and procedures for the arbitration of financial services disputes of California administered by the American Arbitration Association (“AAA”), in accordance with its National Rules for the Resolution of Employment Disputes then in effect and judgment on the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction thereof. The institution and maintenance of an action for judicial arbitrator shall have the authority to award any remedy or relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforecould order or grant, after including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or during controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration proceedinghereunder without the prior written consent of Company and Executive. The exercise Company shall pay all of the direct costs and expenses in any arbitration hereunder and the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its, his or its reasonable attorney’s fees and costs; provided, however, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment. The Company and Executive hereby expressly waive their right to a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejury trial.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Guaranteed Obligations or this Security AgreementLoan Documents, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The arbitrator shall not have the power to commit errors of law or legal reasoning, and any award may be reviewed and vacated or corrected on appeal to a court of competent jurisdiction for any such error. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estateReal Estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate under a Mortgage may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding any other provision In the event of a dispute, claim or disagreement between Landlord and Tenant arising under the original Office Lease or this Security Agreement First Amendment, except in connection with the “Excepted Disputes,” as that term is defined below, the parties hereby agree that such disputes, claims and/or disagreements shall be resolved by a single arbitrator pursuant to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”)Association. This Section 22 shall be the sole and exclusive method, means and the terms of this Sectionprocedure to resolve any such dispute, claim or disagreement. In the event of any inconsistency, the terms For purposes of this Section 22, the “Excepted Disputes” shall control. If AAA is unwilling mean (i) all claims by either party which (A) seek anything other than enforcement of rights under this Lease, or unable (B) are primarily founded upon matters of fraud, willful misconduct, bad faith or any other allegations of tortious action, and seek the award of punitive or exemplary damages, and (ii) claims relating to serve as Landlord’s exercise of any unlawful detainer rights pursuant to California law or rights or remedies used by Landlord to gain possession of the provider Premises or terminate Tenant’s right of arbitration or possession to enforce any provision the Premises, which disputes shall be resolved by suit filed in the Superior Court of this SectionLos Angeles County, Agent may designate another arbitration organization with similar procedures California, the decision of which court shall be subject to serve as the provider of arbitrationappeal pursuant to applicable law. The arbitration proceedings parties hereby irrevocably waive any and all rights to the contrary and shall be conducted at all times conduct themselves in Los Angeles or Pasadena, Californiaaccordance with this Section 22. The arbitration hearing shall commence within 90 days Arbitrator (the “Arbitrator”) of the arbitration demand and close within 90 days thereafter. The arbitration any dispute, claim or disagreement resolved pursuant to this Section 22 may award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause)costs, including without limitation attorneys’ fees, and shall include a concise written statement of reasons for expert and witness costs, to the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claimprevailing party, and for these purposesif any, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be as determined by the arbitratorArbitrator in his discretion. The arbitrator shall have the power to award legal Arbitrator’s fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim costs shall be submitted to arbitration without paid by the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined non-prevailing party as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA Arbitrator in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurehis discretion.

Arbitration. Notwithstanding In the event any other claim or controversy arises under or concerning any provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortexcluding the termination provision (Paragraph 10), Company and Executive hereby agree that such claim or controversy shall at the request of any party hereto be determined settled by final, binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Employment Dispute Resolution Rules of the American Arbitration Association Association, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Executive are unable to agree upon an impartial arbitrator within five (“AAA”), and the terms 5) days of this Section. In the event of any inconsistencya request for arbitration, the terms parties shall request a panel of this Section five (5) labor and employment arbitrators from the American Arbitration Association and shall controlalternatively strike names until a single arbitrator remains. If AAA is unwilling or unable to serve as Arbitration shall occur, if practicable, in Santa Xxxxxxx County, CA. Judgment upon the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The institution parties shall share equally in the costs of conducting the arbitration and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of each pay their expenses, but the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other prevailing party contests such action for judicial relief. No controversy or claim shall be submitted entitled to arbitration without recover its reasonable attorneys' fees. Notwithstanding the consent of all parties ifforegoing, at the time of the proposed submission, such controversy nothing herein shall preclude or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies Company from seeking injunctive relief from a court of competent jurisdiction beforejurisdiction. Executive acknowledges and agrees that, after by agreeing to this provision, he is agreeing to arbitrate any claim relating to his employment, whether or during any arbitration proceedingnot it arises under the terms of this Agreement, that may arise under federal and state laws including, but not limited to, claims arising under Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Fair Employment and Housing Act. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s optionEXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureEITHER STATE OR FEDERAL, AND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

Arbitration. Notwithstanding any other provision All actions or proceedings arising in connection with, touching upon or relating to this Agreement between the parties, the breach thereof and/or the scope of the provisions of this Security Agreement Section 13 (a “Proceeding”) shall be submitted to the contrary, any controversy Judicial Arbitration and Mediation Service or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by its successor (“JAMS”) for binding arbitration conducted under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over ***** or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is ***** (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the United States Arbitration Act (Title 9 U.S. Code) provisions below. 13.1 Each arbitration shall be conducted by an arbitral tribunal (the “ActArbitral Board”) consisting of a single arbitrator who shall be an attorney or a retired judge with at least ten (10) years experience in commercial matters and the motion picture industry or the television industry, as applicable. The arbitrator shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this letter agreement shall be entitled to all reasonable expenses (including reasonable attorney’s fees). Arbitration proceedings will Notwithstanding the foregoing, the Arbitral Board may require that such fees be determined borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under Applicable Law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the ActCalifornia Code of Civil Procedure; provided that (i) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances; and (ii) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. 13.2 There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board’s decision. If neither party gives written notice requesting an appeal within ***** after the issuance of the Statement of Decision, the then-current rules Arbitral Board’s decision shall be final and procedures binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or such other court having jurisdiction over the parties for the arbitration of financial services disputes confirmation and enforcement of the American Arbitration Association award. If either party gives written notice requesting an appeal within ***** after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three neutral arbitrators (the “AAAAppellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within ***** after its written notice requesting the appeal and the terms of this Section. In the event of any inconsistency, the terms of this Section other party shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence file its brief within 90 days of the arbitration demand and close within 90 days ***** thereafter. The arbitration award must be issued within 30 days after close Appellate Arbitrators shall thereupon review the decision of the hearing Arbitral Board (subject applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to extension by the arbitrator for up Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to 60 days upon a showing all matters of good cause)substance and procedure, and shall include may be enforced by a concise written statement petition to the Los Angeles County Superior Court or such other court having jurisdiction over the parties, which may be made ex parte, for confirmation and enforcement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is party appealing the equivalent decision of the filing Arbitral Board shall pay all costs and expenses of a lawsuit. Any dispute concerning this Section or whether a controversy or claim the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral Board is arbitrable reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the arbitratorAppellate Arbitrators. 13.3 Subject to a party’s right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. The arbitrator Arbitral Board (or the Appellate Arbitrators, if applicable) shall have the power to award legal fees to the extent provided by this Security Agreemententer temporary restraining orders, preliminary and permanent injunctions. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other Neither party contests such action for judicial relief. No controversy or claim shall be submitted entitled or permitted to arbitration without the consent commence or maintain any action in a court of all parties if, at the time of the proposed submission, law with respect to any matter in dispute until such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it matter shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not have been submitted to arbitration as herein provided above shall be determined by judicial reference; and then only for the enforcement of the Arbitral Board’s award (or if such an election is madeappealed, the parties shall designate Appellate Arbitrators’ award); provided, however, that prior to the court a referee or referees selected under the auspices appointment of the AAA Arbitral Board (or if appealed, the Appellate Arbitrators) or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or such other court that may have jurisdiction over the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee parties, without thereby waiving its right to arbitration of the panel dispute or controversy under this section. All arbitration proceedings (or including, without limitation, proceedings before the referee if there is a single refereeAppellate Arbitrators) shall be an active attorney or retired judge; closed to the public and judgment upon the award rendered by such referee or referees confidential and all records relating thereto shall be entered in the permanently sealed, except as necessary to obtain court in which proceeding was commenced. None confirmation of the foregoing arbitration award. The provisions of this Section 13.3 shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale supersede any inconsistent provisions of any Collateral or to obtain provisional or ancillary remedies prior agreement between the parties. Nothing in this Section 13.3 shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction beforepursuant to the preceding paragraph, after or during any arbitration proceeding. The exercise subject to the terms of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurethis Section 13.3.

Arbitration. Notwithstanding The parties hereto understand and agree that the Property leased herein is involved in, affect, or have a direct impact upon, interstate commerce. Both parties agree that all claims, demands, disputes or controversies of every kind or nature that may arise between them concerning any other provision of the provisions of this Security Agreement Lease, any negotiations leading to the contrarylease or sale of the Property, any controversy disputes arising pursuant to this Lease, OTHER THAN TENANT’S FAILURE TO PAY RENT, EVICTION PROCEEDINGS BROUGHT BY LANDLORD AGAINST TENANT AND/OR DAMAGE TO THE PROPERTY CAUSED BY TENANT, or claim among any breach of the parties relating in terms or performance of any way to any Secured Obligations or covenant under this Security Agreement, including any alleged tortLease, shall at the request of any party hereto be determined settled by binding arbitration conducted in accordance with pursuant to the United States Arbitration Act (Title provisions of 9 U.S. Code) (U.S.C. Section 1 et seq. and INITIAL 5 according to the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Commercial Rules of the American Arbitration Association (“AAA”)Association. Without limiting the generality of the foregoing, it is the intention of the parties to resolve by binding arbitration all disputes arising between the parties, the terms and meaning of any of the terms of this SectionLease or any other document signed between the parties, any representations, promises or omissions made in connection with the negotiation of this Lease. Both parties agree, covenant and contract that there shall be no class arbitration between the parties and that the only parties to any disputes or controversies to be arbitrated as more particularly described herein shall be the Landlord and Tenant. Either party may demand arbitration by filing with the American Arbitration Association written demand for arbitration along with a statement of the matter in controversy. A copy of the demand for arbitration shall simultaneously be served upon the other party. Both parties agree that the arbitration proceedings to resolve all such disputes shall be conducted in the city/county where the Property is located. Both parties agree that they shall keep confidential the results, decisions and conversations and all communications in connection with the arbitration proceedings and/or the arbitration agreement. Either party may seek damages and/or an injunction against the other for any violations of this provision. In the event of any inconsistencyarbitration, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings each party shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator responsible for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim its own costs related to arbitration, it shall be determined as provided in the next sentence. At the request of any partyincluding, a controversy or claim that is but not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madelimited to, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureits reasonable attorneys’ fees.

Arbitration. Notwithstanding any other provision of this Security Agreement The parties waive their rights to the contrary, any controversy or claim among the parties relating seek remedies in any way to any Secured Obligations or this Security Agreementcourt, including any alleged tortright to a jury trial. The parties agree that any dispute between or among any of the parties arising out of, relating to or in connection with this Agreement or the Account, including the determination of the scope and applicability of the agreement to arbitrate, shall at the request of any party hereto be determined by resolved exclusively through binding arbitration conducted in accordance with under the United States auspices of JAMS pursuant to its Comprehensive Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules Rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, CaliforniaProcedures. The arbitration hearing shall commence within 90 days be held in the county and state of the arbitration demand and close within 90 days thereafterprincipal office of Wealthfront at the time the dispute arises. Disputes shall not be resolved in any other forum or venue. The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the securities business. The parties agree that the arbitrator shall apply the substantive law of California to all state law claims, that limited discovery shall be conducted in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures, and that the arbitrator may not award must punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be issued within 30 days after close an available remedy for any of the hearing (subject to extension by specific claims asserted. In accordance with JAMS’ Comprehensive Arbitration Rules and Procedures, the arbitrator for up to 60 days upon arbitrator’s award shall consist of a showing of good cause), and shall include a concise written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law or other written explanation of the reasons for the award. The parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. Any award rendered by the arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claimbe final and binding, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award judgment may be entered on it in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after in the county and state of the principal office of Wealthfront at the time the award is rendered or during any arbitration proceedingas otherwise provided by law. The exercise parties shall maintain the confidential nature of a remedy does not waive the right of any party arbitration proceeding and the award, including when seeking to resort to arbitration confirm or reference. At Agent’s optionvacate the award in court, foreclosure of any interest in real estate may be accomplished either unless otherwise required by exercise of power of sale thereunder law or by judicial foreclosure.decision..

Arbitration. Notwithstanding any other provision of this Security Agreement 8.1 Except as to issues relating to the contraryvalidity, enforceability, or infringement of any patent contained in the Patent Rights licensed hereunder, any controversy and all claims, disputes or claim among controversies arising under, out of, or in connection with this Agreement, which have not been resolved by good faith negotiations between the parties relating parties, shall be resolved by final and binding arbitration in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (court or tribunal having jurisdiction thereof under the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”)then in effect. The arbitrators shall have no power to add to, subtract from, or modify any of the terms or conditions of this Agreement. Any award rendered in such arbitration may be enforced by either party in either the state or federal courts to whose jurisdiction for such purposes Licensor and Licensee each hereby irrevocably consents and submits. 8.1.1 The arbitration tribunal shall consist of three arbitrators. Each party shall nominate in the request for arbitration and the answer thereto one arbitrator, and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve these two arbitrators will then jointly appoint a third arbitrator as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days chairman of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or tribunal. 8.2 Any claim, and for these purposesdispute, service on AAA under applicable AAA rules or controversy concerning the validity, enforceability, or infringement of a notice of claim is any patent contained in the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable Patent Rights licensed hereunder shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered resolved in any court having jurisdiction. The institution jurisdiction thereof. 8.3 In the event that, in any arbitration proceeding, any issue shall arise concerning the validity, enforceability, or infringement of any patent contained in the Patent Rights licensed hereunder, the arbitrators shall, to the extent possible, resolve all issues other than validity, enforceability, and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy infringement; in any event, the arbitrators shall not constitute a waiver delay the arbitration proceeding for the purpose of the right of any party, including the plaintiff, obtaining or permitting either party to submit the controversy or claim to arbitration if any other party contests such action for obtain judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission resolution of such a controversy or claim to arbitrationissues, it shall be determined as provided in unless an order staying the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees proceeding shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from by a court of competent jurisdiction beforejurisdiction. Neither party shall raise any issue concerning the validity, after enforceability, or during infringement of any patent contained in the Patent Rights licensed hereunder, in any proceeding to enforce any arbitration proceeding. The exercise of a remedy does not waive the right award hereunder, or in any proceeding otherwise arising out of any party to resort to such arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureaward.

Arbitration. Notwithstanding any other provision Any and all claims arising out of or relating to this Security Agreement shall be resolved by binding arbitration. Arbitration shall occur in Charleston, South Carolina. Arbitration shall proceed pursuant to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of except where this Sectionagreement conflicts with those rules. In the event case of any inconsistencyconflict, the terms of this Section agreement shall controlgovern. If AAA is unwilling or unable to serve as A mutually agreeable neutral arbitrator shall be selected by the provider parties from a list provided by the local office of arbitration or to enforce any provision of this Sectionthe American Arbitration Association in the Charleston, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationSouth Carolina region. The arbitration proceedings and opinion shall be conducted in Los Angeles or Pasadena, Californiaconfidential. The arbitration hearing shall commence occur within 90 120 days of the arbitration demand date it is filed. Notwithstanding anything in the rules of the American Arbitration Association, the parties shall be allowed to engage in discovery according to the following rules: each party shall serve all interrogatories and close within 90 days thereafter. The arbitration award must be issued requests for documents within 30 days after close of filing the hearing (subject arbitration. Each party shall be limited to extension by the arbitrator for up 10 interrogatories and 5 document requests. Discovery shall be fully responded to 60 within 30 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardreceipt. The arbitrator shall give effect to applicable statutes parties may each take 1 deposition including the deposition of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuitan opposing party. Any dispute concerning this Section or whether a controversy or claim is arbitrable No other discovery shall be determined by allowed except upon written motion to the arbitrator. The arbitrator shall have issue a written opinion including findings of fact and conclusions of law within thirty days of the power conclusion of the arbitration hearing. The arbitrator may award any relief, legal or equitable, to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award either party available under law or which may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured awarded by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforewhere the arbitration takes place provided, after however that the arbitrator shall not be empowered to award punitive, consequential, or during any arbitration other exemplary damages. The parties hereby expressly waive their right to recover punitive, consequential, and exemplary damages in such a proceeding. The exercise parties shall have the rights to appeal or seek confirmation or modification of such a remedy does not waive decision that are set forth in the right Federal Arbitration Act. This arbitration agreement and any arbitration shall be governed by the Federal Arbitration Act to the exclusion of any state law inconsistent therewith. The parties shall share equally the administrative fees and arbitrator’s fees and expenses unless a contrary provision of law governs. All other costs and expenses associated with the arbitration, including, without limitation, each party’s respective attorney’s fees, shall be borne by the party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureincurring the expense.

Arbitration. Notwithstanding Either Party may initiate binding arbitration with respect to the matters first submitted to mediation in accordance with Section 10.02 by providing Notice of a demand for binding arbitration before a single, neutral arbitrator (the “Arbitrator”) at any time following the unsuccessful conclusion of the mediation provided for in Section 10.02. The Parties will cooperate with one another in selecting the Arbitrator within 60 days after Notice of the demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than 180 days from the date of Notice of the demand. If the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator will be appointed as provided for in California Code of Civil Procedure Section 1281.6. To be qualified as an Arbitrator, each candidate must be a retired judge of a trial court of any state or federal court, or retired justice of any appellate or supreme court. Unless otherwise agreed to by the Parties, the individual acting as the Mediator will be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other provision panel of neutrals from which the Parties have agreed to select the Mediator. Upon Notice of a Party’s demand for binding arbitration, such Dispute submitted to arbitration, including the determination of the scope or applicability of this Security Agreement to the contraryarbitrate, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto will be determined by binding arbitration before the Arbitrator, in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for in this Section 10.03, the arbitration will be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated. Absent the existence of such rules and procedures, the arbitration will be conducted in accordance with the United States California Arbitration Act Act, California Code of Civil Procedure Section 1280 et seq. and California procedural law (Title 9 U.S. including the Code of Civil Procedure, Civil Code) (the “Act”, Evidence Code and Rules of Court, but excluding local rules). Arbitration proceedings will be determined in accordance with Notwithstanding the Act, the then-current rules and procedures for that would otherwise apply to the arbitration of financial services disputes of the American Arbitration Association (“AAA”)arbitration, and unless the terms of this Section. In the event of any inconsistencyParties agree to a different arrangement, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days place of the arbitration demand will be in San Francisco, California, and close within 90 days thereafter. discovery will be limited as follows: (a) Before discovery commences, the Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (b) The arbitration award must be issued initial disclosure will occur within 30 days after close the initial conference with the Arbitrator or at such time as the Arbitrator may order; (c) Discovery may commence at any time after the Parties’ initial disclosure; (d) The Parties will not be permitted to propound any interrogatories or requests for admissions; (e) Discovery will be limited to 25 document requests (with no subparts), three lay witness depositions, and three expert witness depositions (unless the Arbitrator holds otherwise following a showing by the Party seeking the additional documents or depositions that the documents or depositions are critical for a fair resolution of the hearing (subject to extension by the arbitrator for up to 60 days upon Dispute or that a showing of good causeParty has improperly withheld documents), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.;

Arbitration. Notwithstanding any other provision of If a dispute arises between Company and Executive concerning this Security Agreement to the contraryAgreement, any controversy or claim among the parties relating in any way relating to any Secured Obligations or this Security AgreementExecutive’s employment by the Company and/or the termination thereof, including any alleged tortthe disputed matter shall first be submitted to mandatory mediation, shall at the request of any party hereto such mediation to be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, City of San Francisco pursuant to the then-current rules of the Judicial Arbitration and procedures for Mediation Services (“JAMS”) by a mediator affiliated with JAMS, or by such other mediator as is mutually agreeable to the parties. If the mediation does not successfully resolve such dispute, then the dispute shall be submitted to mandatory, final, and binding arbitration in the City of financial services disputes San Francisco, California in accordance with the employment arbitration rules of the American Arbitration Association (“AAAAAA Rules”), and . Any judgment upon the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award arbitrators may be entered in any court having jurisdictionjurisdiction thereof. The institution arbitrators shall have the authority to grant any equitable and maintenance of an action for legal remedies that would be available in any judicial relief or pursuant proceeding instituted to a provisional or ancillary remedy resolve the disputed matter. The arbitrators shall not constitute a waiver apply the law of the right State of California in making any partydetermination hereunder. Notwithstanding anything to the contrary which may now or hereafter be contained in the AAA Rules, including the plaintiff, to submit the controversy or claim to parties agree any such arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent conducted before a panel of all parties ifthree arbitrators, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it who shall be determined as provided in the next sentence. At the request of any party, compensated for their services at a controversy or claim that is not submitted rate to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the American Arbitration Association in the event the parties are not able to agree upon their rate of compensation. Each party shall designate have the right to the court a referee or referees selected under the auspices appoint one arbitrator (to be appointed within twenty days of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings notice of a dispute to be resolved by arbitration hereunder), and the presiding referee two arbitrators so chosen shall mutually agree upon the selection of the panel (or third, impartial arbitrator. The majority decision of the referee if there is a single referee) arbitrators will be final and conclusive upon the parties hereto. The parties hereby acknowledge and agree that final and binding arbitration shall be an active attorney or retired judge; the sole and judgment upon exclusive means of resolving any such dispute, that they waive all rights to a civil court action, and that the award rendered by such referee or referees dispute shall be entered in fully and finally resolved by the court in which proceeding was commenced. None of the foregoing provisions of this Section arbitrators and shall limit the right of Agent not be resolved by a jury or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurecourt.

Arbitration. Notwithstanding any other provision of this Security Agreement If the Customer’s address provided in connection with gaining access to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request Bioinformatics Offering is located outside of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (States, then the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. following shall apply: In the event of any inconsistencydispute between Customer and QIAGEN arising out of or in connection with this Agreement, the terms parties shall submit the dispute to binding arbitration in accordance with the Rules of (i) The parties shall request that the arbitrator conduct the arbitration proceeding in an expedited fashion in order to complete the proceeding and render a written decision within twelve months of this Section shall control. If AAA is unwilling or unable to serve as the provider of date upon which the arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationproceedings began. The Parties shall use their best efforts to cooperate with the arbitrator to complete the proceeding and render a decision within such twelve month period; (ii) The Arbitrator shall not under any circumstance consolidate, join or otherwise combine the arbitration proceeding with any other proceeding or party, except by mutual consent of the parties; and (iii) The arbitrator proceedings shall be conducted in Los Angeles or Pasadenagoverned by this Agreement, Californiaby the ICC, and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitration hearing Arbitration Panel shall commence within 90 days determine the matters at issue in the dispute in accordance with the substantive law of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close State of the hearing (subject California without regard to extension by the arbitrator for up to 60 days upon a showing conflicts of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorlaws principles. The arbitrator shall have the power authority to award legal grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the extent provided by this Security Agreementarbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon an arbitration the award so rendered may be entered in any a court having jurisdictionjurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. The institution and maintenance of Notwithstanding the foregoing, QIAGEN shall have the right to institute an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent proper jurisdiction beforefor preliminary injunctive relief pending a final decision by the arbitrator, after or during any arbitration proceeding. The exercise of provided that a remedy does not waive permanent injunction and damages shall only be awarded by the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurearbitrator.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim All Disputes not resolved by good faith ----------- negotiations among the parties relating in any way pursuant to any Secured Obligations or this Security AgreementSection 8.5(a) within the prescribed time period shall be submitted to, including any alleged tortand determined by, arbitration. Such arbitration shall at the request of any party hereto be determined by binding arbitration conducted proceed in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of established by the American Arbitration Association (“"AAA”"), unless the parties hereto mutually agree otherwise, and pursuant to the terms following procedures: (i) The parties shall attempt in good faith to select from the AAA panel one (1) arbitrator mutually acceptable to both parties sitting in the state of this SectionNew York. If the parties fail to agree upon an arbitrator within fifteen (15) calendar days, an arbitrator shall be selected by AAA in pursuant to the procedures set forth in AAA Rules. The parties agree that for disputes involving $1 million or more exclusive of claimed interest, arbitration fees and costs, the procedures for "large complex commercial disputes" of the AAA shall apply. In the event of any inconsistencya conflict, the terms provisions of this Section Agreement will control. (ii) Reasonable discovery shall control. If AAA is unwilling or unable to serve as be allowed in arbitration. (iii) All proceedings before the provider of arbitration or to enforce any provision of this Sectionarbitrator shall be held in New York, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationNew York. The arbitration proceedings governing law shall be conducted in Los Angeles or Pasadena, that of California. . (iv) The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause)shall be final and binding, and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award judgment may be entered in accordance with applicable law and in any court having jurisdiction. jurisdiction thereof. (v) The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by the arbitrator shall include (A) a provision that the prevailing party in such referee or referees arbitration recover its costs relating to the arbitration and reasonable attorneys' fees from the other party, (B) the amount of such costs and fees, and (C) an order that the losing party pay the fees and expenses of the arbitrator. (vi) The arbitrator shall by the agreement of the parties expressly be prohibited from awarding punitive damages in connection with any claim being resolved by arbitration hereunder. (vii) All aspects of the arbitration shall be entered in treated as confidential. Neither the court in which proceeding was commenced. None parties nor the arbitrator may disclose to any third party the existence, content or results of the foregoing provisions of this Section shall limit arbitration, except as necessary to enforce the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral award in court or to obtain provisional comply with legal or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureregulatory requirements.

Arbitration. Notwithstanding A. As a condition precedent to any other provision right of action hereunder, any dispute arising out of the interpretation, performance or breach of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortthe formation or validity thereof, shall be submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in writing and sent certified or registered mail, return receipt requested. B. One arbitrator shall be chosen by each party and the two arbitrators shall, before instituting the hearing, choose an impartial third arbitrator who shall preside at the request of any hearing. If either party hereto be determined fails to appoint its arbitrator within thirty (30) days after being requested to do so by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Actother party, the then-current rules and procedures for latter, after ten (10) days notice by certified or registered mail of its intention to do so, may appoint the second arbitrator. C. If the two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, the deficiency shall be supplied on the application of the party requesting arbitration of financial services disputes of by an appointment made by the American Arbitration Association (“AAA”), and Association. Notwithstanding the terms of this Section. In the event appointment of any inconsistencythird Arbitrator by the American Arbitration Association, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall not be conducted governed by the American Arbitration Association's commercial arbitration rules. D. All arbitrators shall be disinterested active or former executive officers of insurance or reinsurance companies or Underwriters at Lloyd's, London. E. Within thirty (30) days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. F. 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 shall take place in Los Angeles or PasadenaBeverly Hills, California, 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 California. The arbitration hearing decision of any two arbitrators when rendered in writing shall commence within 90 days be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. G. The panel shall interpret this Agreement as if it were an honorable engagement rather than as merely a legal obligation and shall make its decision considering the custom and practice of the arbitration demand applicable insurance and close reinsurance business within 90 sixty (60) days thereafter. The arbitration award must be issued within 30 days after close following the termination of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreementhearings. Judgment upon an arbitration the award may be entered in any court having jurisdictionjurisdiction thereof. H. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver remaining costs of the right of any partyarbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including the plaintiffbut not limited to attorneys fees, to submit the controversy extent permitted by law. I. If more than one reinsurer is involved in arbitration where there are common questions of law or claim to arbitration if any other fact and a possibility of conflicting awards or inconsistent results, all such reinsurers may constitute and act as one party contests such action for judicial relief. No controversy or claim purposes of this Article and communications shall be submitted made by the Company to arbitration without the consent of all parties if, at the time each of the proposed submissionreinsurers constituting the one party; provided, such controversy or claim relates to an obligation secured by real estatehowever, but if all parties do not consent to submission that nothing therein shall impair the rights of such a controversy reinsurers to assert several, rather than joint defenses or claim to arbitrationclaims, it shall nor be determined construed as provided in changing the next sentence. At liability of the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected reinsurers under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions terms of this Section shall limit the right of Agent or Lenders Agreement from several to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejoint.

Arbitration. Notwithstanding any Should the mediator be unable to resolve the Dispute, (other provision than those issues excluded from this Section 12.13 in Section 12.13(a) above) all Disputes arising out of or relating to the validity, enforceability or performance of this Security Agreement Agreement, or the breach or termination thereof, shall be settled by final and binding arbitration pursuant to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association as hereinafter provided: (“AAA”i) The arbitration shall be conducted by a panel of three arbitrators ("the Panel"), . Each party shall nominate in the request for arbitration and the terms answer thereto one arbitrator and the two arbitrators so named will then jointly appoint the third arbitrator as chairman of this Sectionthe Panel. In If one Party fails to nominate its arbitrator or, if the event of any inconsistencyParties' arbitrators cannot agree on the person to be named as chairman within thirty (30) days, the terms President of this Section the American Arbitration Association shall controlmake the necessary appointments for arbitrator or chairman. If AAA is unwilling or unable to serve as the provider GENENTECH CONFIDENTIAL (ii) The place of arbitration or to enforce any provision of this Sectionshall be in San Francisco, Agent may designate another arbitration organization with similar procedures to serve as California and the provider of arbitration. The arbitration proceedings shall be conducted held in Los Angeles or Pasadena, CaliforniaEnglish. The procedural law of California shall apply where the said Arbitration Rules are silent. (iii) The Panel is empowered to award any remedy allowed by law, including money damages, prejudgment interest and attorneys' fees, and to grant final, complete, interim or interlocutory relief, including injunctive relief, but excluding punitive damages and multiple damages. For purposes of all arbitration hearing proceedings, the Parties shall commence within 90 days be deemed to have waived any right to such punitive damages or multiple damages. The decision of the arbitration demand and close within 90 days thereafter. The arbitration award tribunal must be issued within 30 days after close in writing and must specify the basis on which the decision was made, and the award of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable arbitration tribunal shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment final and judgement upon such an arbitration award may be entered in any competent court having jurisdiction. The institution and maintenance of an action or application may be made to any competent court for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission acceptance of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request an award and order of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureenforcement.

Arbitration. Notwithstanding Either Party may initiate binding arbitration with respect to the matters first submitted to mediation in accordance with Section 10.02 by providing Notice of a demand for binding arbitration before a single, neutral arbitrator (the “Arbitrator”) at any time following the unsuccessful conclusion of the mediation provided for in Section 10.02. The Parties will cooperate with one another in selecting the Arbitrator within 60 days after Notice of the demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than 180 days from the date of Notice of the demand. If the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator will be appointed as provided for in California Code of Civil Procedure Section 1281.6. To be qualified as an Arbitrator, each candidate must be a retired judge of a trial court of any state or federal court, or retired justice of any appellate or supreme court. Unless otherwise agreed to by the Parties, the individual acting as the Mediator will be disqualified from serving as the Arbitrator in the dispute, although the Arbitrator may be another member of the JAMS panel of neutrals or such other provision panel of neutrals from which the Parties have agreed to select the Mediator. Upon Notice of a Party’s demand for binding arbitration, such Dispute submitted to arbitration, including the determination of the scope or applicability of this Security Agreement to the contraryarbitrate, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto will be determined by binding arbitration before the Arbitrator, in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for in this Section 10.03, the arbitration will be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated. Absent the existence of such rules and procedures, the arbitration will be conducted in accordance with the United States California Arbitration Act Act, California Code of Civil Procedure Section 1280 et seq. and California procedural law (Title 9 U.S. including the Code of Civil Procedure, Civil Code) (the “Act”, Evidence Code and Rules of Court, but excluding local rules). Arbitration proceedings will be determined in accordance with Notwithstanding the Act, the then-current rules and procedures for that would otherwise apply to the arbitration of financial services disputes of the American Arbitration Association (“AAA”)arbitration, and unless the terms of this Section. In the event of any inconsistencyParties agree to a different arrangement, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days place of the arbitration demand will be in [ ], California, and close within 90 days thereafter. discovery will be limited as follows: (a) Before discovery commences, the Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (b) The arbitration award must be issued initial disclosure will occur within 30 days after close the initial conference with the Arbitrator or at such time as the Arbitrator may order; (c) Discovery may commence at any time after the Parties’ initial disclosure; (d) The Parties will not be permitted to propound any interrogatories or requests for admissions; (e) Discovery will be limited to 25 document requests (with no subparts), three lay witness depositions, and three expert witness depositions (unless the Arbitrator holds otherwise following a showing by the Party seeking the additional documents or depositions that the documents or depositions are critical for a fair resolution of the hearing Dispute or that a Party has improperly withheld documents); (subject to extension by the arbitrator for up to f) Each Party is allowed a maximum of three expert witnesses, excluding rebuttal experts; (g) Within 60 days upon after the initial disclosure, or at such other time as the Arbitrator may order, the Parties shall exchange a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent list of all parties if, experts upon which they intend to rely at the time of arbitration proceeding; (h) Within 30 days after the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeinitial expert disclosure, the parties shall Parties may designate to a maximum of two rebuttal experts; (i) Unless the court a referee Parties agree otherwise, all direct testimony will be in form of affidavits or referees selected declarations under the auspices penalty of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judgexxxxxxx; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.and

Arbitration. Notwithstanding any other provision Any dispute arising out of or in connection with this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortquestion regarding its breach, validity or termination, or the transactions contemplated hereby, including any dispute based in whole or in part on tort or other non-contractual principles of law, shall at be fully and finally resolved and settled by arbitration under the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association for Commercial Disputes (“AAA”the "Rules") (as modified by this Section 13.9). The number of arbitrators shall be one (1) if all parties to the dispute agree on the arbitrator. If there is a disagreement on selection of a sole arbitrator, the number of arbitrators then shall be three (3), and with the terms arbitrators to be appointed in accordance with the Rules from a panel of this Sectionarbitrators in San Diego, California. In the event The place of any inconsistencyarbitration shall be San Diego, the terms of this Section shall control. If AAA is unwilling California or unable to serve such other place as the provider of arbitration or parties to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationdispute shall mutually agree upon in writing. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of state the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is Judgment upon the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined award rendered by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award or arbitrators may be entered in any court having jurisdictionjurisdiction thereof, and shall be binding on the parties hereto. The institution costs of arbitration, including reasonable legal fees and maintenance costs, shall be borne by either or both of the parties in whatever proportion as the arbitrator or arbitrators may award. This Section 13.9 shall not apply to actions seeking enforcement of this Agreement to arbitrate or to enforce Section 2.2 ("Seller's Trademarks"), Section 2.3 ("Buyer's Trademarks"), Section 13.1 ("Confidentiality") or Section 13.3 ("Confidential Information") hereof or with respect to any request for provisional or interim relief brought prior to the appointment of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial reliefarbitrator. No controversy or claim The dispute resolution proceedings contemplated by this provision shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured as confidential and private as permitted by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentencelaw. At the request of any party, a controversy or claim To that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeend, the parties shall designate to not disclose the court a referee existence, content or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale results of any Collateral claims hereunder or proceedings conducted in accordance with this provision, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding; provided, however, that this confidentiality provision shall not prevent a petition to obtain provisional vacate or ancillary remedies from a court of competent jurisdiction beforeenforce an arbitration award, after or during any arbitration proceedingand shall not bar disclosures required by law. The exercise of a remedy does not waive the right of parties hereto agree that any party to resort to arbitration decision or reference. At Agent’s option, foreclosure of award resulting from proceedings in accordance with this dispute resolution provision shall have no preclusive effect in any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureother matter involving third parties.

Arbitration. Notwithstanding (a) If the parties are unable to resolve any other provision dispute or claim relating directly or indirectly to this agreement or any dispute or claim between the Employee and the Company or its officers, directors, agents, or employees (a “Dispute”), then either party may require the matter to be settled by final and binding arbitration by sending written notice of this Security Agreement such election to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall at the request of any party hereto be determined by binding arbitration conducted arbitrated in accordance with the United States terms and conditions of this Section 16. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm or to enforce the terms of the Confidentiality Agreement. (b) The Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined Association in accordance with its Employment Arbitration Rules and judgment upon the Actaward rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, and specific performance giving effect to the then-current rules decision of the arbitrator may be ordered by any court of competent jurisdiction. (c) Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance with this Agreement, and procedures for any such party need not comply with the procedural provisions of this Section 16 in order to assert such counterclaim(s). (d) The arbitration of financial services disputes shall be filed with the office of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If ) located in New York or such other AAA is unwilling or unable to serve office as the provider of arbitration or parties may agree upon (without any obligation to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationso agree). The arbitration proceedings shall be conducted pursuant to the Employment Arbitration Rules of the AAA as in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days effect at the time of the arbitration demand hearing, such arbitration to be completed in a sixty (60)-day period. In addition, the following rules and close within 90 days thereafter. procedures shall apply to the arbitration: (e) The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration award must be issued within 30 days after close as required by this Section 16. (f) The decision of the hearing (subject to extension arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award rendered by the arbitrator for up may be entered by any competent court. Each party submits itself to 60 days upon a showing the jurisdiction of good cause)any such court, and shall include a concise written statement of reasons but only for the award. The arbitrator shall give effect entry and enforcement to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is judgment with respect to the equivalent decision of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. arbitrator hereunder. (g) The arbitrator shall have the power to grant all legal and equitable remedies (including, without limitation, specific performance) and award legal fees to compensatory and punitive damages if authorized by applicable law. (h) Except as otherwise provided in Section 12 or by law, the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered parties shall bear their own costs in preparing for and participating in the resolution of any court having jurisdiction. The institution and maintenance of an action for judicial relief or Dispute pursuant to a provisional or ancillary remedy shall not constitute a waiver this Section 16, and the costs of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim arbitrator(s) shall be submitted to arbitration without equally divided between the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined parties. (i) Except as provided in the next sentence. At the request last sentence of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeSection 16(a), the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section 16 shall limit 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 Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 16 shall pay the right costs of Agent or Lenders to exercise self-help remediesthe other party, such as setoffincluding, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforewithout limitation, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agentreasonable attorney’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurefees and defense costs.

Arbitration. Notwithstanding any other provision of this Security Agreement The parties shall endeavor to the contrarysettle all disputes by amicable negotiations. Except as otherwise provided in Section 9(c) hereof, any claim, dispute, disagreement or controversy or claim that arises among the parties relating to this Agreement that is not amicably settled shall be resolved by arbitration, as follows: (a) Any such arbitration shall be heard in any way The City of New York, New York, before a panel consisting of one (1) to any Secured Obligations or this Security Agreementthree (3) arbitrators, including any alleged tort, each of whom shall at be impartial. Upon the request of any written Request for Arbitration by either party hereto be determined by binding to commerce arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Acthereunder, the then-current parties shall attempt to mutually agree as to the number and identity of the arbitrators within thirty (30) days of such Request. Except as the parties may otherwise agree, all arbitrators (if not selected by the parties hereto within thirty (30) days of a written Request for Arbitration) shall be appointed pursuant to the commercial arbitration rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this SectionAssociation. In determining the event number and appropriate background of any inconsistencythe arbitrators, the terms appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings arbitrators and their identity shall be conducted in Los Angeles final. (b) An arbitration may be commenced by any party to this Agreement by the service of a written request for arbitration upon the other affected parties. Such request for arbitration shall summarize the controversy or Pasadena, California. The arbitration hearing shall commence within 90 days claim to be arbitrated. (c) All attorneys' fees and costs of the arbitration demand and close within 90 days thereafter. The arbitration award must shall in the first instance be issued within 30 days after close of the hearing (subject to extension borne by the arbitrator for up to 60 days upon a showing of good cause)respective party incurring such costs and fees, but the arbitrators shall award costs and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal attorneys' fees to the extent provided prevailing party. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the award rendered by this Security Agreement. Judgment upon an arbitration award the arbitrators may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief jurisdiction thereof. (e) It is intended that controversies or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be claims submitted to arbitration without under this Section 22 shall remain confidential, and to that end it is agreed by the consent parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of all parties ifany persons concerning them, shall be disclosed to third persons at any time, except to the time extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with such arbitration. (f) Any arbitration under this Section 22 shall be conducted pursuant to the commercial arbitration rules of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureAmerican Arbitration Association.

Arbitration. Notwithstanding Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement, including, without limitation, any other provision action or claim based on tort, contract, or statute or concerning the interpretation, effect, termination, validity, performance and/or breach of this Security Agreement to (“Claim”), shall be resolved by final and binding arbitration before a single arbitrator (“Arbitrator”) who is knowledgeable in the contrarysubject matter at issue in the dispute. The Arbitrator will be selected by mutual agreement of the parties. The arbitration shall be held in Los Angeles County, any controversy or claim among California. Arbitration of Claims between the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with Sections 1282 through 1288 of the United States Arbitration Act California Code of Civil Procedure. The Arbitrator shall, within 15 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 be authorized to award compensatory damages, but shall NOT be authorized (Title 9 U.S. Codei) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the “Act”)damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed. Arbitration proceedings will The Arbitrator also shall be determined in accordance authorized to grant any temporary, preliminary or permanent equitable remedy or relief he or she deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the ActCommission. fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the then-current rules fees and procedures for costs of the Arbitrator. Each Party shall fully perform and satisfy the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence award within 90 15 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close service of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect By agreeing to applicable statutes this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of limitation in determining any controversy or claimdamages precluded by this provision, the right to a jury trial, certain rights of appeal, and for these purposes, service on AAA under applicable AAA a right to invoke formal rules of a notice of claim is procedure and evidence. Notwithstanding the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator foregoing, either Party shall have the power right to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of pursue an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforeto obtain injunctive or other equitable remedy, after or in order to preserve the status quo during any arbitration proceeding. The exercise of a remedy does not waive the right resolution of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosuredispute under this provision.

Arbitration. Notwithstanding Subject to Section 14.1(c), any dispute arising under this Agreement, or other legal proceeding relating to this Agreement or the enforcement of any provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortif not resolved by the Executive Officers pursuant to Section 14.1(a), shall at the request of any party hereto be determined finally resolved by binding arbitration conducted administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures then in accordance with the United States Arbitration Act (Title 9 U.S. Code) effect (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAAJAMS Rules”), and judgment on the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction thereof. The institution arbitration shall be conducted by a single, neutral arbitrator who shall have experience with respect to the matter(s) to be arbitrated. If, within thirty (30) days after initiation of arbitration, the Parties are unable to agree on a single arbitrator, the arbitrator shall be appointed by JAMS. The place of arbitration shall be San Francisco, California. Either Party may apply to the arbitrator for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Nothing contained herein shall be construed to permit the arbitrator to award punitive, exemplary or similar damages. Each Party shall bear its own costs and maintenance expenses and attorneys’ fees and an equal share of the arbitrators’ fees and any administrative fees of arbitration. Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of an action for judicial relief arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or pursuant to a provisional or ancillary remedy shall not constitute a waiver of equitable proceeding based on the right of any partydispute, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial reliefwould be barred by the applicable California statute of limitations. No controversy The Parties agree that, in the event of a dispute over the nature or claim shall be submitted to arbitration without the consent quality of all parties ifperformance under this Agreement, at the time of the proposed submissionand, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in Section 13.2(b), neither Party may terminate this Agreement until final resolution of the next sentencedispute through arbitration. At The Parties further agree that any payments made pursuant to this Agreement pending resolution of the request of any party, a controversy or claim that is not submitted to arbitration as provided above dispute shall be determined by judicial reference; and refunded if the arbitrator determines that such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators payments are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosuredue.

Arbitration. Notwithstanding For any dispute with us, you agree to first contact us at xxxxx@xxxxxxxx.xxx and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute we have with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other provision equitable relief as provided below) arising out of this Security Agreement or in connection with or relating to these Terms, or the contrarybreach or alleged breach thereof (collectively, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement“Claims”), including any alleged tort, shall at the request of any party hereto be determined by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at xxx.xxxxxxx.xxx. The arbitration will be conducted in San Mateo, California, unless you and we agree otherwise. If you are using Finicast for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”)JAMS rules, and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for up expert and other witnesses. If you are an individual using Finicast for non-commercial purposes: (i) JAMS may require you to 60 days upon pay a showing fee for the initiation of good cause)your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and shall include your reasonable costs for expert and other witnesses; and (iii) you may sue in a concise written statement small claims court of reasons for competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuitinformal dispute resolution process. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined judgment on the award rendered by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having of competent jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any partyNOTHING IN THIS SECTION WILL BE DEEMED AS PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, including the plaintiffMISAPPROPRIATION, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties ifOR VIOLATION OF OUR DATA SECURITY, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureINTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS.

Arbitration. Notwithstanding any other provision of this Security Agreement The parties shall endeavor to the contrarysettle all disputes by amicable negotiations. Except as otherwise provided herein, any claim, dispute, disagreement or controversy or claim among that arises between the parties relating to this Agreement that is not amicably settled shall be resolved by arbitration, as follows: (a) Any such arbitration shall be heard in any way The City of New York, New York, before a panel consisting of one (1) to any Secured Obligations or this Security Agreementthree (3) arbitrators, including any alleged tort, each of whom shall at be impartial. Upon the written request of any Arbitration of either party hereto be determined by binding to commence arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Acthereunder, the then-current parties shall attempt to mutually agree as to the number and identity of the arbitrator(s), within thirty (30) days of the date of such Request. Except as the parties may otherwise agree, all arbitrators (if not selected by the parties hereto within thirty (30) days of a written Request for Arbitration) shall be appointed pursuant to the commercial arbitration rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this SectionAssociation. In determining the event number and appropriate background of any inconsistencythe arbitrators, the terms appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings arbitrators and their identity shall be conducted in Los Angeles final. (b) An arbitration may be commenced by any party to this Agreement by the service of a written Request for Arbitration upon the other affected parties. Such Request for Arbitration shall summarize the controversy or Pasadena, California. The arbitration hearing shall commence within 90 days claim to be arbitrated. (c) All attorneys' fees and costs of the arbitration demand and close within 90 days thereafter. The arbitration award must shall in the first instance be issued within 30 days after close of the hearing (subject to extension borne by the arbitrator for up to 60 days upon a showing of good cause)respective party incurring such costs and fees, and shall include a concise written statement of reasons for but the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator arbitrators shall have the power discretion to award legal costs and/or attorneys' fees to as they deem appropriate under the extent provided circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in any way reflects punitive damages. (d) Judgment on the award rendered by this Security Agreement. Judgment upon an arbitration award the arbitrators may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief jurisdiction thereof. (e) It is intended that controversies or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be claims submitted to arbitration without under this Section 9.10 shall remain confidential, and to that end it is agreed by the consent parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of all parties ifany persons concerning them, shall be disclosed to third persons at any time, except to the time extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with such arbitration. (f) Any arbitration under this Section 9.10 shall be conducted pursuant to the commercial arbitration rules of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureAmerican Arbitration Association.

Arbitration. Notwithstanding Either Party may initiate binding arbitration with respect to the Dispute first submitted to mediation by making a written demand for binding arbitration before a single, neutral arbitrator (the “Arbitrator”) at any other provision time following the unsuccessful conclusion of the mediation provided for in Section 11.3. The Parties will cooperate with one another in promptly selecting the Arbitrator and in scheduling the arbitration to commence no later than one hundred eighty (180) days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6, provided, unless the Parties otherwise agree in writing, the person who acted as Mediator shall be precluded from serving as Arbitrator. Upon a Party’s written demand for binding arbitration, such Dispute, including the determination of the scope or applicability of this Security Agreement agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortarbitrate, shall at the request of any party hereto be determined by binding arbitration before the Arbitrator, in accordance with the laws of the State of California, without regards to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated; absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the United States California Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, California Code of Civil Procedure Section 1280 et seq. However, notwithstanding the then-current rules and procedures for that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or PasadenaCounty, California, each side in the arbitration shall be entitled to take up to three depositions, and all direct testimony in the arbitration shall be submitted in the form of affidavits or declarations under penalty of perjury. The Each Party shall cooperate in making available for cross-examination at the arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreementits witnesses whose direct testimony has been so submitted. Judgment upon an arbitration on the award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver Arbitrator shall, in any award, allocate all of the right costs of any partythe binding arbitration (other than each Party’s individual attorneys’ fees and costs related to the Party’s participation in the arbitration, which fees and costs shall be borne by such Party), including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time fees of the proposed submissionArbitrator, against the Party who did not prevail. Until such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election award is made, however, the parties Parties shall designate to share equally in paying the court a referee or referees selected under the auspices costs of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurearbitration.

Arbitration. Notwithstanding any other provision This Agreement, and all claims or causes of action (whether in contract or otherwise) that may be based upon, arise out of, or relate to this Security Agreement or the negotiation, execution, or performance of this Agreement (including any claim or cause or action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to this Agreement), shall be governed by the contraryinternal laws of the State of New York. Any issue, any controversy controversy, or claim among the parties relating in arising out of or related to this Agreement or any way to any Secured Obligations related documents hereto that cannot be resolved by mutual agreement shall be settled or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined resolved by binding arbitration conducted in New York, New York pursuant to the Federal Arbitration Act and in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”), and now or hereafter in effect. The parties to the terms of this Sectiondispute shall unanimously select the arbitrator. In the event the parties to the dispute are unable to unanimously select an arbitrator within ten (10) Business Days of any inconsistencya meeting called to appoint an arbitrator, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings arbitrator shall be conducted selected in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days accordance with the Commercial Arbitration Rules of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorAmerican Arbitration Association. The arbitrator shall have the power right to award legal fees to individual relief which the extent provided by arbitrator deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and other relief as expressly set forth in this Security Agreement. Judgment The award and decision of the arbitrator shall be conclusive and binding on all parties, and judgment upon an arbitration the award may be entered in any court having of competent jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver expenses of the right of any partyarbitration, including the plaintiffarbitrator’s fees and expert witness fees, incurred by the parties to submit the controversy arbitration, may be awarded to the prevailing party, in the discretion of the arbitrator, or claim may be apportioned between the parties in any manner deemed appropriate by the arbitrator. Unless and until the arbitrator decides that one party is to arbitration if any other party contests pay for all (or a share) of such action for judicial reliefexpenses, both parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator. No controversy or claim The foregoing agreement to arbitrate shall be submitted to arbitration without the consent of all parties ifspecifically enforceable under applicable law in any court having jurisdiction thereof. IN AGREEING TO THE METHOD OF DISPUTE RESOLUTION SET FORTH IN THIS ARBITRATION CLAUSE, at the time of the proposed submissionTHE PARTIES SPECIFICALLY ACKNOWLEDGE THAT EACH PREFERS TO RESOLVE DISPUTES BY ARBITRATION RATHER THAN THROUGH THE FORMAL COURT PROCESS. FURTHER, such controversy or claim relates to an obligation secured by real estateEACH OF THEM UNDERSTANDS THAT BY AGREEING TO ARBITRATION EACH OF THEM IS WAIVING THE RIGHT TO RESOLVE DISPUTES ARISING OR RELATING TO THIS AGREEMENT IN COURT BY A JUDGE OR JURY, but if all parties do not consent to submission of such a controversy or claim to arbitrationTHE RIGHT TO A JURY TRIAL, it shall be determined as provided in the next sentenceTHE RIGHT TO DISCOVERY AVAILABLE UNDER THE APPLICABLE RULES OF CIVIL PROCEDURE, THE RIGHT TO FINDINGS OF FACT BASED ON THE EVIDENCE, AND THE RIGHT TO ENFORCE THE LAW APPLICABLE TO ANY CASE ARISING OR RELATING TO THIS AGREEMENT BY WAY OF APPEAL, EXCEPT AS ALLOWED UNDER THE FEDERAL ARBITRATION ACT. At the request of any partyEACH OF THEM ALSO ACKNOWLEDGES THAT EACH HAS HAD AN OPPORTUNITY TO CONSIDER AND STUDY THIS ARBITRATION PROVISION, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeTO CONSULT WITH COUNSEL, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remediesTO SUGGEST MODIFICATION OR CHANGES, such as setoffAND, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforeIF REQUESTED, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureHAS RECEIVED AND REVIEWED A COPY OF THE FEDERAL ARBITRATION ACT AND THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

Arbitration. Notwithstanding In the event any other claim or controversy arises under or concerning any provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortthe termination provision (Paragraph 10), Company and Executive hereby agree that such claim or controversy shall at the request of any party hereto be determined settled by final, binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Employment Dispute Resolution Rules of the American Arbitration Association Association, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Executive are unable to agree upon an impartial arbitrator within five (“AAA”), and the terms 5) days of this Section. In the event of any inconsistencya request for arbitration, the terms parties shall request a panel of this Section five (5) labor and employment arbitrators from the American Arbitration Association and shall controlalternatively strike names until a single arbitrator remains. If AAA is unwilling or unable to serve as Arbitration shall occur, if practicable, in Santa Xxxxxxx County, CA. Judgment upon the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The institution parties shall share equally in the costs of conducting the arbitration and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of each pay their expenses, but the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other prevailing party contests such action for judicial relief. No controversy or claim shall be submitted entitled to arbitration without recover its reasonable attorneys' fees. Notwithstanding the consent of all parties ifforegoing, at the time of the proposed submission, such controversy nothing herein shall preclude or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies Company from seeking injunctive relief from a court of competent jurisdiction beforejurisdiction. Executive acknowledges and agrees that, after by agreeing to this provision, he is agreeing to arbitrate any claim relating to his employment, whether or during any arbitration proceedingnot it arises under the terms of this Agreement, that may arise under federal and state laws including, but not limited to, claims arising under Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Fair Employment and Housing Act. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s optionEXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureEITHER STATE OR FEDERAL, AND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

Arbitration. Notwithstanding With the exception of any request for specific performance, injunctive or other provision of this Security Agreement to the contraryequitable relief, any dispute or controversy of any kind arising out of or claim among the parties relating in any way related to any Secured Obligations or this Security Agreement, including Xx. Xxxxxxxxxxx’x employment with the Company (or with theemploying subsidiary), the separation of Xx. Xxxxxxxxxxx from that employment and from his positions as an officer and/or director of the Company or any alleged tortsubsidiary or affiliate, shall at the request of or any party hereto claims for benefits, will be determined resolved exclusively by final and binding arbitration conducted using a three-member arbitration panel in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”)currently in effect, and the terms of this Section. In the event of any inconsistencyprovided, however, that in rendering their award, the terms arbitrators will be limited to accepting the position of this Section shall controlXx. If AAA is unwilling Xxxxxxxxxxx or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationCompany. The only claims not covered by this paragraph are any non-waivable claims for benefits under workers’ compensation or unemployment insurance laws, which will be resolved under those laws. Any arbitration proceedings shall be conducted pursuant to this paragraph will take place in Los Angeles or PasadenaSan Francisco, California. The arbitration hearing shall commence within 90 days of Parties may be represented by legal counsel at the arbitration demand and close within 90 days thereafterbut must bear their own fees for such representation in the first instance. The arbitration award must prevailing party in any dispute or controversy covered by this paragraph, or with respect to any request for specific performance, injunctive or other equitable relief, will be issued within 30 days after close of the hearing (subject entitled to extension recover, in addition to any other available remedies specified in this Agreement, all litigation expenses and costs, including any arbitrator, administrative or filing fees and reasonable attorneys’ fees, except as prohibited or limited by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardlaw. The arbitrator shall give effect Parties specifically waive any right to applicable statutes of limitation in determining a jury trial on any dispute or controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided covered by this Security Agreementparagraph. Judgment upon an arbitration award may be entered on the arbitrators’ award in any court having of competent jurisdiction. The institution Subject to the arbitration provisions of this paragraph, the sole jurisdiction and maintenance venue for any action related to the subject matter of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver this Agreement will be the California state and federal courts having within their jurisdiction the location of the right Company’s principal place of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, business in California at the time of the proposed submissionsuch action, such controversy or claim relates to an obligation secured by real estate, but if all parties do not and both Parties hereby consent to submission the jurisdiction of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of courts for any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureaction.

Arbitration. Notwithstanding any other provision (a) Any disputes or differences between the parties arising out of this Security Agreement to the contrary, any controversy or claim among which the parties relating in any way are unable to any Secured Obligations or this Security Agreement, including any alleged tort, resolve themselves shall at the request be submitted to and resolved by arbitration as herein provided. Within ten (10) Business Days after commencement of any party hereto be determined by binding arbitration conducted in accordance with the rules then obtaining of the American Arbitration Association, any of the parties hereto in dispute may request the American Arbitration Association to designate one arbitrator, who shall be a retired or former judge of any appellate court of the State of California, any United States Arbitration Act appellate court or the United States District Court for any California District who is, in any such case, not affiliated with any party in interest to such arbitration and who has substantial professional experience with regard to corporate legal matters. (Title 9 U.S. Codeb) The arbitrator shall consider the dispute at issue at Los Angeles, California at a mutually agreed upon time within thirty (30) days (or such longer period as may be acceptable to the “Act”)parties hereto in dispute) of the designation of the arbitrator. Arbitration proceedings will The arbitration proceeding shall be determined held in accordance with the Act, the then-current rules and procedures for the commercial arbitration of financial services disputes of the American Arbitration Association (“AAA”), and in effect on the terms date of this Section. In the event commencement of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of such arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons an opportunity for the awardparties to conduct discovery in advance of the proceeding. Notwithstanding the foregoing, the parties hereto agree that they will attempt, and they intend that they and the arbitrator should use their best efforts in that attempt, to conclude the arbitration proceeding and have a final decision from the arbitrator within ninety (90) days from the date of selection of the arbitrator; provided, however, that the arbitrator shall be entitled to extend such ninety (90) day period one or more times to the extent necessary for such arbitrator to place a dollar value on any claim that may be unliquidated. The arbitrator shall give effect promptly deliver a decision with respect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent dispute to each of the filing parties, who shall promptly act in accordance therewith. Each party to such arbitration agrees that any decision of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable the arbitrator shall be determined final, conclusive and binding and that they will not contest any action by any other party thereto in accordance with a decision of the arbitrator. The arbitrator shall have the power to It is specifically understood and agreed that any party may enforce any award legal fees rendered pursuant to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of 13.13 by bringing suit in any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceedingjurisdiction. The exercise parties hereto agree that the arbitrator shall have authority to grant injunctive or other forms of a remedy does not waive the right of equitable relief to any party that prevails in any such arbitration. (c) All costs and expenses attributable to resort the arbitrator shall be allocated among the parties to the arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may such manner as the arbitrator shall determine to be accomplished either by exercise of power of sale thereunder or by judicial foreclosureappropriate under the circumstances.

Arbitration. Notwithstanding any other provision (a) The terms of this Security Agreement Paragraph 11 contain the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except those arising under the provisions of Paragraph 6, above. Nothing in this Paragraph 11 shall prohibit a party from seeking and obtaining injunctive relief from a court of competent jurisdiction pending the outcome of arbitration. A party bringing an action for injunctive relief shall not be deemed to have waived his or its right to demand arbitration of all disputes. The parties irrevocably waive any and all rights to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, contrary and shall at the request of any party hereto be determined by binding arbitration conducted all times conduct themselves in accordance with the United States Arbitration Act terms of this Paragraph 11; any attempt to circumvent the terms of this Paragraph 11 shall be null and void and of force or effect. (Title 9 U.S. Codeb) (Either party desiring to arbitrate shall give written notice to the “Act”)other party within a reasonable period of time after the party becomes aware of the need for arbitration. Arbitration proceedings will The arbitration shall be determined conducted in Los Angeles, California, in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes National Rules of the American Arbitration Association (“"AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause"), and shall include be conducted by a concise written statement single arbitrator selected from the approved AAA panel or by stipulation of reasons the parties. In any arbitration hereunder, the parties shall be entitled to all rights of discovery provided for in the awardCalifornia Code of Civil Procedure for judicial proceedings. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent . The decision of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable arbitrator shall be determined final and binding. Judgment on any award rendered by the arbitrator. The such arbitrator shall have the power to award legal fees to the extent provided by this Security Agreementbe final and binding. Judgment upon an arbitration on any award rendered by such arbitrator may be entered in any court having jurisdictionjurisdiction over the subject matter of the controversy. The institution prevailing party shall receive an award of costs and maintenance of an action for judicial relief or pursuant expenses related to a provisional or ancillary remedy shall not constitute a waiver the arbitration, including attorneys' fees. The fees and costs of the right arbitrator and the cost of any record or transcript of the arbitration shall be borne by the losing party. Should Officer or the Company institute any legal action or administrative proceeding with respect to any claim waived by this agreement or pursue any dispute or matter covered by this paragraph by any method other than said arbitration, including the plaintiff, responding party shall be entitled to submit recover from the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties ifdamages, at the time of the proposed submissioncosts, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission expenses and attorneys' fees incurred as a result of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureaction.

Arbitration. Notwithstanding You and the Company agree to waive any other provision rights to a trial before a judge or jury and agree to arbitrate before a neutral arbitrator any and all claims or disputes arising out of this Security Agreement letter agreement and any and all claims arising from or relating to your employment with the Company, including (but not limited to) claims against any current or former employee, director or agent of the Company, claims of wrongful termination, retaliation, discrimination, harassment, breach of contract, breach of the covenant of good faith and fair dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge or failure to provide a leave of absence, or claims regarding commissions, stock options or bonuses, infliction of emotional distress or unfair business practices. The arbitrator’s decision must be written and must include the findings of fact and law that support the decision. The arbitrator’s decision will be final and binding on both patties, except to the contrary, extent applicable law allows for judicial review of arbitration awards. The arbitrator may award any controversy or claim among remedies that would otherwise be available to the parties relating if they were to bring the dispute in any way to any Secured Obligations or this Security Agreementcourt, including any alleged tort, shall at the request of any party hereto The arbitration will be determined by binding arbitration conducted in accordance with the United States Judicial Arbitration Act & Mediation Services (Title 9 U.S. Code“JAMS”); provided, however that the arbitrator must allow the discovery that the arbitrator deems necessary for the parties to vindicate their respective claims or defenses. The arbitration will take place in Santa Xxxxx. California. The Company will pay the costs of arbitration. Both the Company and you will be responsible for your own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such an award. This arbitration provision does not apply to (a) workers’ compensation or unemployment insurance claims or (b) claims concerning the validity, infringement or enforceability of any trade secret, patent right, copyright or any other trade secret or intellectual property held or sought by either you or the Company (whether or not arising under the Proprietary Information and Inventions Agreement between you and the Company). If an arbitrator or court of competent jurisdiction (the “ActNeutral”)) determines that any provision of this arbitration provision is illegal or unenforceable, then the Neutral shall modify or replace the language of this arbitration provision with a valid and enforceable provision, but only to the minimum extent necessary to render this arbitration provision legal and enforceable. Arbitration proceedings We hope that you will be determined in accordance accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and returning it to me. As required by law, your employment with the ActCompany is contingent upon your providing legal proof of your identity and authorization to work in the United States. If you have any questions, please call me. Very truly yours, VIOLIN MEMORY, INC. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Executive Chairman I have read and accept this employment offer: /s/ Xxxxx Xxxx Jr. Signature of Xxxxx Xxxx Jr. Dated: July 6, 2009 This Stock Purchase Agreement (this “Agreement”) is entered into as of July 16, 2009, by Violin Memory, Inc., a Delaware corporation (the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAACompany”), and Xxxxx Xxxx, Jr. (the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause“Purchaser”), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any Any controversy or claim among by or between the parties relating related in any way to any Secured Obligations or this Security Agreement, including any alleged tort, Agreement shall at the request of any party hereto be determined settled by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of administered by the American Arbitration Association (the “AAA”), and the terms of this Section. In the event ) in accordance with its Commercial Arbitration Rules; provided that nothing herein shall require arbitration of any inconsistencyclaim or charge which, by law, cannot be the terms subject of a compulsory arbitration agreement. Any arbitration proceeding brought under this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings Agreement shall be conducted in Los Angeles Charlotte, North Carolina by a single arbitrator appointed by agreement of the parties within thirty (30) days of receipt by respondent of the demand for arbitration, or Pasadenain default thereof by the AAA. Each of Buyer, CaliforniaProject LLC, Seller and Blue Sphere, agree to be bound by this arbitration clause provided that they have either (i) signed this contract or a contract that incorporates this contract by reference or (ii) 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 hearing conducted pursuant to this provision, shall commence within 90 days 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 arbitration demand and close within 90 days thereafterstate designated by the parties herein. The arbitration Any judgment or enforcement of any award, including an award must be issued within 30 days after close of the hearing (subject to extension providing for interim or permanent injunctive relief, rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered entered, enforced or appealed from in any court having jurisdictionjurisdiction 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 institution and maintenance of an action for judicial relief or pursuant parties agree that, notwithstanding the foregoing, prior to a provisional or ancillary remedy shall not constitute a waiver the appointment of the right of arbitrator, nothing herein shall prevent any party, including the plaintiff, to submit the controversy party from seeking preliminary or claim to arbitration if temporary injunctive relief against any other party contests such action in the federal or state courts of North Carolina. For the avoidance of doubt, any actions for judicial relief. No controversy permanent relief or claim monetary damages shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured settled by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary(i) Any controversy, any controversy dispute or claim among the parties arising out of or relating in any way to any Secured Obligations this Agreement or the other agreements contemplated by this Security AgreementAgreement or the transactions arising hereunder or thereunder that cannot be resolved by negotiation or mediation pursuant to Section 9.6(a) shall be settled exclusively by final and binding arbitration in the City of Los Angeles, California. Such arbitration will apply the laws of the State of Delaware (without regard to Delaware choice-of-law rules to the extent they would require the application of the substantive law of another place), including any alleged tort, shall at the request its statute of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”)limitations, and the terms commercial arbitration rules of this Section. In AAA to resolve the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of dispute. (ii) Such arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles by one independent and impartial arbitrator to be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement regarding appointment of an arbitrator within thirty days following receipt by one party of the other party’s notice of arbitration, the arbitrator shall be selected from a list or Pasadenalists of proposed arbitrators submitted by AAA. Unless the parties agree otherwise, Californiathe arbitrator shall be a former or retired judge. The selection process shall be that which is set forth in the AAA commercial arbitration rules then prevailing, except that (A) the number of preemptory strikes shall not be limited and (B) if the parties fail to select an arbitrator from one or more lists, AAA shall not have the power to make an appointment but shall continue to submit additional lists until an arbitrator has been selected. Initially, however, promptly following its receipt of a request to submit a list of proposed arbitrators, AAA shall convene the parties in person or by telephone and attempt to facilitate their selection of an arbitrator by agreement. If the arbitrator should die, withdraw or otherwise become incapable of serving, a replacement shall be selected and appointed in a like manner. The arbitrator shall render an opinion setting forth findings of fact and conclusions of law with the reasons therefor stated. A transcript of the evidence adduced at the hearing shall commence be made and shall, upon request, be made available to either party. The arbitrator may, in his or her discretion, require submission of post-hearing briefs. The fees and expenses of the arbitrator and the court reporter shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator shall award reasonable costs and expenses to the prevailing party in the arbitration as set forth below. Each party will be entitled to serve one set of document requests and take one deposition. Subject to a showing of good cause, the arbitrator may in his discretion order further discovery by either party. The arbitrator shall render his or her award within 90 days of the conclusion of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 hearing or 45 days after close submission of the hearing (subject to extension by written briefs, if applicable. Notwithstanding any contrary provision of Delaware law, the arbitrator for up shall not be empowered to 60 days upon a showing award to either party any punitive damages in connection with any dispute between them arising out of good cause)or relating in any way to this Agreement or the other agreements contemplated hereby or the transactions arising hereunder or thereunder, and shall include a concise written statement of reasons for the awardeach party hereby irrevocably waives any right to recover such damages. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claimdetermine which party is the prevailing party, and the prevailing party shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and expenses, and other costs and expenses incurred in connection with the arbitration (including expert witness costs and witness travel and lodging costs) unless the arbitrator, for these purposesgood cause, service on AAA under applicable AAA rules of a notice of claim is the equivalent determines otherwise. Costs and fees of the filing arbitrator (including the costs of a lawsuit. Any dispute concerning the record of the transcripts of the arbitration) shall be borne by the non-prevailing party, unless the arbitrator for good cause determines otherwise. (iii) Notwithstanding anything to the contrary provided in this Section 9.6(b) and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for temporary injunction or whether a controversy other provisional judicial relief or claim to specifically enforce the terms of this Agreement if such action is arbitrable necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such party’s request for temporary relief. Judgment on the award rendered by the arbitrator shall be determined by the arbitrator. The arbitrator shall have the power final and not subject to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award judicial review and judgment thereon may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejurisdiction.

Arbitration. Notwithstanding any If a dispute arises out of or relates to this ----------- Agreement, or the breach thereof, and if such dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other provision of dispute resolution procedure as required by this Security Agreement to the contrarySection 24. Failing an adequate resolution by mediation, any controversy or claim among arising out of or relating to this Agreement or the parties relating in any way to any Secured Obligations or this Security Agreementtransactions contemplated hereby, including any alleged tortcontroversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall at the request of any party hereto be determined settled by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. Except as specifically provided in this Section 24, the arbitration shall be conducted in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardAssociation. The arbitrator shall give effect not render an award of punitive damages. Any arbitration hereunder shall be held in Los Angeles, California. Expenses related to applicable statutes of limitation the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent Section 25 herein. The fees of the filing arbitrator and of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable the American Arbitration Association, if any, shall be determined divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator. The arbitrator shall have the power , include equitable or mandatory relief with respect to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award performance of obligations hereunder) may be entered in any court having of competent jurisdiction. The institution and maintenance arbitrator shall award the prevailing Party in any arbitration proceeding recovery of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeits attorneys' fees, the parties shall designate to arbitrators' fees and other costs in connection with the court a referee or referees selected under arbitration from the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise selfnon-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureprevailing Party.

Arbitration. Notwithstanding any other provision 12.7.1 Disputes subject to mandatory or elective arbitration under the provisions of this Security Agreement will be submitted to a single arbitrator pursuant to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable pursuant to serve as the such other provider of arbitration services or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve rules as the provider of arbitrationParties may agree. The arbitration proceedings arbitrator shall be conducted knowledgeable of telecommunications issues. Each arbitration will be held in Los Angeles Dallas, Texas (AT&T XXXXXXXXX XXXXXX 0-XXXXX); Xxxxxxx, Xxxxxxxx (AT&T MIDWEST REGION 5-STATE), San Francisco, California (AT&T CALIFORNIA); Reno, Nevada (AT&T NEVADA); or PasadenaNew Haven, CaliforniaConnecticut (AT&T CONNECTICUT), as appropriate, unless the Parties agree otherwise. The arbitration hearing shall will be requested to commence within 90 sixty (60) calendar days of the arbitration demand and close within 90 days thereafterfor arbitration. The arbitration award must be issued 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 30 thirty (30) calendar days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the hearing (subject arbitrability of all disputes. Notwithstanding any rule of the AAA Commercial Arbitration Rules to extension the contrary, the Parties agree that the arbitrator will have no authority to award punitive damages, exemplary damages, Consequential Damages, multiple damages, or any other damages not measured by the prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. The times specified in this Section may be extended or shortened upon mutual agreement of the Parties or by the arbitrator for up to 60 days upon a showing of good cause). Each Party will bear its own costs of these procedures, and shall include a concise written statement of reasons for the awardincluding attorneys’ fees. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is Parties will equally split the equivalent fees of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by arbitration and the arbitrator. The arbitrator arbitrator’s award shall have the power to award legal fees to the extent provided by this Security Agreementbe final and binding and may be entered in any court having jurisdiction thereof. Judgment upon an arbitration the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding any other provision Any dispute, claim or controversy based on, arising out of this Security Agreement or relating to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations Executive’s employment or this Security Agreement, including any alleged tort, Agreement shall at the request of any party hereto be determined settled by final and binding arbitration conducted in San Diego, California, before a single neutral arbitrator in accordance with the United States JAMS Employment Arbitration Act (Title 9 U.S. Code) Rules and Procedures (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAARules”), and judgment on the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or Arbitration may be compelled pursuant to a provisional the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the Parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or ancillary remedy her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall not constitute a waiver be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the right Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the Parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of any partythe Termination Date. Other costs of the arbitration, including the plaintiffcost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 9 is intended to submit be the controversy exclusive method for resolving any and all claims by the Parties against each other for payment of damages under this Release or claim relating to Executive’s employment; provided, however, that neither this Release nor the submission to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the Parties’ right of Agent or Lenders to exercise self-help remediesseek provisional relief, such as setoffincluding without limitation injunctive relief, foreclosure or sale of in any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after pursuant to California Code of Civil Procedure § 1281.8 or during any arbitration proceedingsimilar statute of an applicable jurisdiction. The exercise Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejury trial.

Arbitration. Notwithstanding TOKOX xxx EMPLOYEE agree that any other provision controversy, claim or dispute of any kind arising out of or relating to this Agreement, the interpretation of this Security Agreement to Agreement, EMPLOYEE's employment with TOKOX xx the contrarytermination thereof, any controversy or claim among the course of dealing by the parties relating in any way to any Secured Obligations or this Security Agreement, hereunder (including any alleged tortclaim based on contract, tort or statute) whether for damages or for provisional or permanent equitable relief, shall at the request of any party hereto be determined finally settled by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of administered by the American Arbitration Association (“"AAA”)") in accordance with its then-existing commercial Arbitration rules ("Rules") in Irvine, California before an arbitrator who shall be a retired or former judge of the California Superior Court and who shall be selected from those former or retired judges affiliated with the Judicial Arbitration and Mediation Service ("JAMS") located in the City of Orange, California who are willing and able to comply with the time constraints and other procedures herein agreed to. The party initiating the claim shall obtain from JAMS a current list of available judges and shall immediately mail such list to the other party. Each party to the dispute shall have 10 days from the mailing date in which to cross off any names objected to, number the remaining names in order of preference, and return the terms list to the AAA. If either party fails to return the list within the time specified, all persons named therein shall be deemed acceptable. From among the persons who have been approved on both lists, and in accordance with the designated order of this Section. In the event of any inconsistencymutual preference, the terms AAA shall invite the acceptance of this Section shall controlan arbitrator to serve. If AAA is unwilling the parties fail to agree on any of the persons named, or if acceptable arbitrators are unable to serve as act, or if for any other reason the provider of arbitration or appointment cannot be made from the submitted lists, the AAA shall have the power to enforce any provision of this Section, Agent may designate another arbitration organization make the appointment from among other California Superior Court judges who are willing and able to comply with similar the time constraints and other procedures to serve as herein agreed to. Both parties shall share equally the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days payment of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close arbitrator's fee, though the arbitrator, in his or his sole discretion, may order the non-prevailing party to pay the prevailing party's share of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuitarbitrator's fee. Any dispute concerning this Section or controversy regarding whether a controversy or claim dispute is arbitrable an arbitratable dispute hereunder shall be determined by the arbitrator. The arbitrator designation of a situs or a governing law for this Agreement or arbitrations hereunder shall have not be deemed an election to preclude application of the power to award legal fees to the extent provided by this Security AgreementU.S. Arbitration Act, if it would be applicable. Judgment upon an arbitration the award rendered by the arbitrator may be entered and enforced in any court having proper jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any either party, a controversy arbitration proceedings will be conducted in secrecy; in such case all documents, testimony and records will be received, heard and maintained by the arbitrator in secrecy under seal, available for inspection only by the parties and their respective attorneys and experts, who will agree, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy until such information becomes generally known. It is the intention of both parties that any dispute arising in connection with this Agreement or claim that is not submitted to arbitration as provided above EMPLOYEE's employment shall be determined by judicial reference; resolved expeditiously. Therefore, all discovery must be completed and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices hearing commenced within 30 days of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings arbitrator's appointment. The award must be reasoned and the presiding referee must be issued within 30 days of commencement of the panel (hearing and will not be subject to judicial review in whole or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurepart.

Arbitration. Notwithstanding any other provision of Other than Employer’s right to seek injunctive relief or specific performance as provided in this Security Agreement Agreement, the parties agree to submit to the contraryexclusive jurisdiction of FINRA Dispute Resolution, Inc. (“FINRA-DR”) or any successor organization or body thereto, for the purposes of resolving any claim, dispute or controversy arising out of or claim among relating to this Agreement, the interpretation thereof, and/or the employment relationship brought by any of the parties relating in any way hereto or their successors or assigns. The parties hereto hereby irrevocably agree to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto FINRA-DR that all claims in respect of such proceeding be heard and determined by binding within the city and state closest to the place of residence of Employee. A final award obtained in respect of such arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings proceeding will be determined in accordance with conclusive upon the Act, the then-current rules and procedures for parties to the arbitration of financial services disputes of the American Arbitration Association (“AAA”)and not subject to judicial review, and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award judgment thereon may be entered in any appropriate state or federal court having jurisdictionjurisdiction over the issues addressed in the arbitration. The institution arbitration panel shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and maintenance any claim is not subject to arbitration. Each of an action for judicial relief the parties to this Agreement hereby consents to service of process in connection with the subject matter specified above in accordance with the then applicable rules of FINRA-DR or any successor organization or body. The prevailing party in such arbitration will be entitled to recover all reasonable attorneys’ fees, costs and expenses incurred by the prevailing party in such arbitration as a result of or in connection with such arbitration. For the avoidance of doubt, all attorneys’ fees, costs and expenses include, but are not limited to, responding to or addressing any pleadings, motions and correspondence, all preliminary or interim hearings, the final arbitration hearings, and all efforts by the prevailing party to confirm and enforce the final arbitration award, through and including the ultimate collection of monies from the non-prevailing party by the prevailing party through any legal means. All proceedings conducted pursuant to a provisional this Agreement to arbitrate, including any order, decision or ancillary remedy shall not constitute a waiver award of the right arbitration panel, shall be kept confidential by all parties except to the extent such disclosure is required by law, by the rules of any partyapplicable self-regulatory organization, including the plaintiff, in reporting or responding to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request requests of any partyfederal or state regulatory authorities or self-regulatory authorities, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeincluding, without limitation, the parties shall designate Financial Industry Regulatory Authority, Inc., or in a proceeding to the court a referee or referees selected enforce any rights under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureAgreement.

Arbitration. (a) Except as provided in Paragraph (e) below, the parties to this Agreement agree that any dispute or controversy arising out of or relating to this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, shall be settled by binding neutral arbitration in accordance with the Commercial Dispute Resolution Rules and the Optional Rules for Emergency Measures of Protection then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be in writing, and shall be final, conclusive, and binding on the parties of the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. (b) The parties understand and agree that by consenting to the arbitration provisions of this Agreement, they are waiving their right to a jury trial. (c) The arbitrator(s) shall apply California law to the merits of any dispute or claim, without reference to rules of conflict of law. The arbitration proceedings shall be governed by the Rules, as modified herein, without reference to state arbitration law, except that each party shall be entitled to discovery according to the provisions of set forth in the Rules. Each party shall also be entitled to pursue all remedies, damages or claims that would be available if the case had been litigated in the judicial forum having jurisdiction over it. (d) The arbitration and all related proceedings shall take place in Los Angeles, California and the parties consent to the exclusive jurisdiction venue of the state and federal courts located in Los Angeles County, California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. (e) Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way either party may apply to any Secured Obligations state or federal court of competent jurisdiction within Los Angeles County, California for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules agreement and procedures for the arbitration of financial services disputes without abridgement of the American Arbitration Association powers of the arbitrator. (“AAA”), and f) Any arbitration proceedings conducted under the terms of this SectionParagraph will be confidential. In the event of any inconsistencyAll documents, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings testimony and records shall be conducted in Los Angeles or Pasadenareceived, California. The arbitration hearing shall commence within 90 days of the arbitration demand heard and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension maintained by the arbitrator for up to 60 days upon a showing of good cause)arbitrator(s) in confidence and under seal, and shall include a concise written statement of reasons be available for inspection only by the awardarbitrator(s), the parties and their respective attorneys and their respective experts, who shall agree in advance and in writing to receive and maintain all such information in confidence. The arbitrator shall give effect to applicable statutes may award the prevailing party his or her expenses and fees of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any partyarbitration, including the plaintiffreasonable attorneys’ fees and witness fees, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured as permitted by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurelaw.

Arbitration. Notwithstanding To aid in the rapid and economical resolution of any other provision disputes that may arise from this Agreement and the terms of this Security Agreement to it, the contraryExecutive and the Company agree that any and all disputes, any controversy claims, or claim among the parties relating demands in any way arising out of or relating to any Secured Obligations or the terms of this Security Agreement, including any alleged tortCompany equity held by the Executive, the Executive’s further employment relationship with the Company, or the termination of the Executive’s employment or service relationship with the Company, shall at the request of any party hereto be determined resolved by final, binding and confidential arbitration in San Diego County, California, conducted before a single neutral arbitrator selected and administered in accordance with the United States Streamlined Arbitration Act (Title 9 U.S. Code) Rules and Procedures of JAMS (the “JAMS Streamlined Rules”) and the Federal Arbitration Act”), 9 U.S.C. Sec. Arbitration proceedings 1, et seq. A copy of the JAMS Streamlined Rules may be found on the JAMS website at xxxxx://xxx.xxxxxxx.xxx/rules-streamlined-arbitration/ and will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable provided to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension Executive by the arbitrator for up to 60 days Company upon a showing of good cause)request. BY AGREEING TO THIS ARBITRATION PROCEDURE, and shall include a concise written statement of reasons for the awardEXECUTIVE AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE, CLAIM OR DEMAND THROUGH A TRIAL BY JURY OR JUDGE OR BY ADMINISTRATIVE PROCEEDING IN ANY JURISDICTION. The arbitrator shall give effect administer and conduct any arbitration in accordance with California law and shall apply substantive and procedural California law to applicable statutes any such dispute, claim or demand, without reference to any conflict-of-law provisions of limitation any jurisdiction. To the extent that the JAMS Rules conflict with California law, California law shall take precedence. The Parties agree that the prevailing party in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable arbitration shall be determined by the arbitrator. The arbitrator shall have the power entitled to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered injunctive relief in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforeto enforce the arbitration award. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining injunctive relief (or any other provisional remedy) in any court of competent jurisdiction pursuant to applicable law to prevent irreparable harm (including, after or during without limitation, pending the conclusion of any arbitration proceedingarbitration). The exercise of a remedy does not waive arbitrator may award attorney’s fees and costs to the right of any party to resort to arbitration or reference. At Agent’s optionprevailing party, foreclosure of any interest in real estate may be accomplished either except as prohibited by exercise of power of sale thereunder or by judicial foreclosurelaw.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any Any controversy or claim among the parties arising out of or relating in any way to any Secured Obligations or this Security Agreement, including or any alleged tort, breach hereof shall at the request of any party hereto be finally determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Acta single arbitrator, jointly selected by Employee and Employer, provided that if Employee and Employer are unable to agree upon a single arbitrator after reasonable efforts, the then-current rules and procedures for the arbitration of financial services disputes of arbitrator shall be an impartial arbitrator selected by the American Arbitration Association (“AAA”)Association. Each party hereto shall share equally the costs of the arbitrator, and the parties agree that the costs of arbitration shall not be subject to reapportionment by the arbitrator; provided, however, that if following a termination of Employee’s employment that follows a Change in Control or if following a termination of Employee’s employment for Good Reason that follows any person other than Rxxxx X. Xxxxx commencing service as the senior most executive officer of MEDNAX, Employee seeks arbitration to enforce the terms of this Section. In Agreement, Employer shall bear all costs associated with such arbitration, including but not limited to all costs of the event of arbitrator, and shall reimburse Employee on a monthly basis for his reasonable legal and other expenses, including all fees, incurred in connection with any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of such arbitration. The arbitration proceedings shall be conducted held in Los Angeles or PasadenaSunrise, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension Florida, unless otherwise mutually agreed by the arbitrator for up to 60 days upon a showing of good cause)parties, and shall include a concise written statement of reasons be conducted in accordance with the American Arbitration Association National Rules for the awardResolution of Employment Disputes then in effect. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service Judgment on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined award rendered by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award panel may be entered and enforced by any court having jurisdiction thereof. Any such arbitration shall be treated as confidential by all parties thereto, except as otherwise provided by law or as otherwise necessary to enforce any judgment or order issued by the arbitrators. Notwithstanding anything herein to the contrary, if Employer or Employee shall require immediate injunctive relief, then the party shall be entitled to seek such relief in any court having jurisdiction. The institution , and maintenance of an action for judicial relief or pursuant if the party elects to a provisional or ancillary remedy shall not constitute a waiver do so, the other party hereby consents to the jurisdiction of the right state and federal courts sitting in the State of any party, including Florida and to the plaintiffapplicable service of process. Employee and Employer hereby waive and agree not to assert, to submit the controversy fullest extent permitted by applicable law, any claim that (i) they are not subject to the jurisdiction of such courts, (ii) they are immune from any legal process issued by such courts and (iii) any litigation or claim other proceeding commenced in such courts is brought in an inconvenient forum. In the event that either party hereto brings suit seeking injunctive relief, the party found to arbitration if any other party contests such action for judicial relief. No controversy or claim be at fault shall be submitted to arbitration without the consent of pay all parties if, at the time reasonable court costs and attorneys' fees of the proposed submissionother, whether such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided costs and fees are incurred in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent original jurisdiction beforeor one or more courts of appellate jurisdiction. Notwithstanding the foregoing, after or during any arbitration proceeding. The exercise in the event that Employer brings suit against Employee seeking injunctive relief, Employer agrees to advance all of a remedy does not waive the right of any party to resort to arbitration or reference. At AgentEmployee’s optionreasonable legal and other expenses, foreclosure of any interest including all fees, incurred by Employee in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureconnection with such action, provided, however, that if Employer ultimately prevails in seeking injunctive relief, Employee shall reimburse Employer all such advanced legal fees and other expenses.

Arbitration. Notwithstanding If any other provision of this Security Agreement to the contrary, any controversy or claim among dispute between the parties relating in any way arising under this Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including the arbitrability of the Agreement will be submitted to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined and decided by binding arbitration conducted in accordance with under the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Commercial Rules of the American Arbitration Association (“AAA”)Association, and except to the terms of extent that the Commercial Rules conflict with this Section. In the event of any inconsistencyprovision, the terms of in which event, this Section Agreement shall control. If AAA is unwilling This arbitration provision shall not limit the right of either Party prior to or unable during any such Dispute to serve seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the provider arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days of arbitration service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to enforce any provision judge in any court of this Sectioncompetent jurisdiction in city of Santa Cxxxx County, Agent may designate another arbitration organization with similar procedures to serve as State of California for appointment of the provider of arbitrationarbitrator. The arbitration proceedings arbitrator(s) shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of have the arbitration demand authority only to award equitable relief and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), compensatory damages and shall include a concise written statement of reasons for not have the award. The arbitrator shall give effect authority to applicable statutes of limitation in determining any controversy award punitive damages or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorother non-compensatory damages. The arbitrator shall have the power right to award legal fees costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any party may apply to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings held pursuant to this Agreement shall be held in city of Sunnyvale, California. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver discovery provision of the right California Rules of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission purpose of such a controversy or claim arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to arbitration, which it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single refereeparty provided that (i) shall the arbitration agreement governing the other arbitration permits consolidation, (ii) the arbitrations to be an active attorney consolidated substantially involve common questions of law or retired judge; fact, and judgment upon (iii) the award rendered arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to arbitrate waives any right to trial by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejury.

Arbitration. Notwithstanding any other provision Any dispute with respect to this Agreement which absent, fraud or a misrepresentation of a material fact, cannot be made acceptable to the parties by an adjustment of the Terms of this Security Agreement shall be resolved by mediation and, if mediation is not successful, then by arbitration as provided herein. The parties agree first to endeavor to settle the contrary, any controversy or claim among the parties relating dispute in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined an amicable manner by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of mediation administered by the American Arbitration Association (the “AAA”)) or such other mediation service as is mutually agreeable to the parties to the dispute under either the AAA’s Commercial Mediation Rules or such other commercial mediation rules as is mutually agreeable to the parties to the dispute. The mediation shall take place in San Diego, and California, with representatives of the terms of this Sectionparties present with full authority to negotiate a settlement. In The parties must participate in the event Mediation process with a neutral mediator for at least ten hours over at least two days prior to commencement of any inconsistencyarbitration. If a party to the dispute refuses to participate in the mediation, the terms party demanding mediation may either compel mediation by seeking an appropriate order from a court of this Section shall control. If AAA is unwilling competent jurisdiction or unable proceed immediately to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings Thereafter, any unresolved dispute shall be conducted in Los Angeles or Pasadena, California. The settled by arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension administered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy AAA or claim, and for these purposes, such other arbitration service on AAA under applicable AAA rules of a notice of claim as is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees mutually agreeable to the extent provided by this Security Agreementparties to the dispute in accordance with the AAA’s Commercial Arbitration Rules or such other commercial arbitration rules as is mutually agreeable to the parties to the dispute. Judgment upon an arbitration the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The institution jurisdiction thereof, and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver the resolution of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined disputed matter as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single refereearbitrator(s) shall be an active attorney binding on the parties. Any such mediation or retired judge; and judgment upon the award rendered by such referee or referees arbitration shall be entered conducted in the court in which proceeding was commencedSan Diego, California applying California law. None of the foregoing provisions of Any party may, without inconsistency with this Section shall limit the right of Agent or Lenders to exercise self-help remediesAgreement, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies seek from a court any interim or provisional relief that may be necessary to protect the rights or property of competent jurisdiction beforethat party pending the establishment of the arbitral tribunal, after or during any arbitration proceedingpending the arbitral tribunal’s determination of the merits of the controversy. The exercise arbitrator(s) may award costs and fees to the prevailing party if, in his/her (their) discretion, the non-prevailing party did not prosecute the arbitration or settlement of the dispute in good faith. “Costs and fees” for this purpose shall mean reasonable pre-award expenses of the arbitration, including fees for the arbitrator(s), administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys’ fees. Except as otherwise awarded by the arbitrator(s), all costs and fees shall be borne by the party incurring such costs and fees. The award shall be in writing and shall be signed by the arbitrator(s) and shall include a remedy does not waive statement regarding the right disposition of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurestatutory claim.

Arbitration. Notwithstanding any other provision Any controversy, claim or dispute arising out of or relating to this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined settled solely and exclusively by binding arbitration in Orange County, California, to be conducted in accordance with the United States Arbitration Act then prevailing commercial arbitration rules of JAMS/Endispute (Title 9 U.S. Code) (the “Act”"JAMS"). Arbitration proceedings will be determined in accordance , with the Act, the then-current rules and procedures for following exceptions if in conflict: (a) an arbitrator shall be chosen by JAMS; (b) each party to the arbitration of financial services disputes will pay its pro rata share of the American Arbitration Association (“AAA”)expenses and fees of the arbitrator, and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization together with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days other expenses of the arbitration demand incurred or approved by the arbitrator; and close within 90 days thereafter(c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS' rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorneys fees and expenses. The arbitration award must be issued within 30 days after close of the hearing (subject parties agree to extension abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing an action for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardinjunctive relief or other equitable relief. The arbitrator shall give effect not have the right to applicable statutes of limitation in determining any controversy award punitive damages or claim, speculative damages to either party and for these purposes, service on AAA under applicable AAA rules of a notice of claim is shall not have the equivalent of the filing of a lawsuit. Any dispute concerning power to amend this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorAgreement. The arbitrator shall have the power be required to award legal fees to the extent provided by this Security Agreementfollow applicable law. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any partyIF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, including the plaintiffTHEN EACH PARTY, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties ifTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, at the time of the proposed submissionHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, such controversy or claim relates to an obligation secured by real estatePROCEEDING, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureOR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Arbitration. Notwithstanding any other provision 1. If the grievance has not been satisfactorily resolved within the grievance procedure, the Union may request a review by an impartial arbitrator provided such request is filed in writing with the Director of this Security Agreement Labor Relations and Compensation no later than twenty (20) calendar days after the Department Director’s response is due in Step 4 of the grievance procedure. 2. Upon receipt of a timely request for arbitration, on an arbitrable matter, the Director of Labor Relations and Compensation and the Union's representative will, within ten (10) calendar days, first attempt to agree on the selection of an Arbitrator. If they cannot mutually agree, then within ten (10) calendar days, the Director of Labor Relations and Compensation will write to the contraryAmerican Arbitration Association to set in motion the scheduling of the arbitration hearing. Matters that are not subject to review as grievances are non-arbitrable and shall not be scheduled for arbitration. 3. The arbitration shall be conducted under the rules set forth in this Agreement and, any controversy or claim among the parties relating where not in any way to any Secured Obligations or conflict with this Security Agreement, including any alleged tort, shall at under the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current labor rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and Association. Subject to the terms of this Section. In the event of any inconsistencyfollowing, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect have jurisdiction and authority to applicable statutes of limitation decide a grievance as defined and submitted in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitratorAgreement. The arbitrator shall have the power no authority to award legal fees change, amend, add to, subtract from, ignore, modify, nullify, or otherwise alter or supplement this Agreement or any part thereof or any amendment thereto. The arbitrator shall have no authority to consider or rule upon any matter which is stated in this Agreement not to be subject to arbitration or which is not a grievance as defined in this Agreement, or which is not covered by this Agreement, nor shall this Collective Bargaining Agreement be construed by an arbitrator to supersede any applicable laws. 4. The arbitrator may not issue declaratory or advisory opinions and shall confine himself exclusively to the extent provided by this Security Agreement. Judgment upon an arbitration award may question which is presented to him, which question must be entered in any court having jurisdictionactual and existing. 5. The institution County and maintenance of an action for judicial relief or pursuant the Union shall attempt to a provisional or ancillary remedy shall not constitute a waiver mutually agree in writing as to the statement of the right matter to be arbitrated 30 days after the request for arbitration is submitted. If in the event the parties cannot agree to the statement of any partyissues to be submitted, including then a written statement of the plaintiff, issues to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim be decided shall be submitted presented to arbitration without the consent of all arbitrator by each party and exchanged between the parties if, at fourteen (14) days prior to the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentenceArbitration Hearing. 6. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above either party there shall be determined by judicial reference; a certified court reporter at the hearing. The parties shall bear equally the expenses and if such an election is madefees of the court reporter, the parties arbitrator and all other expenses connected with a hearing. Each party shall designate bear the expense of its own witnesses, representatives, attorneys and all other individual expenses. Employees required to testify will be made available, however, whenever possible, they shall be placed on call to minimize time lost from work. Employees who have completed their testimony shall return to work unless they are the court a referee grievant or referees selected under are directly required to assist the auspices principal Union Representative in the conduct of the AAA in case. In class grievances, the same manner as arbitrators are selected in AAA sponsored proceedings and class shall be represented by the presiding referee Union President. The intent of the panel (or parties is to minimize time lost from work. 7. The award of the referee if there is a single referee) arbitrator shall be an active attorney or retired judge; final and judgment upon binding when made in accordance with the jurisdiction and authority of this agreement. The arbitrator shall make his award rendered by such referee or referees within 30 days of the close of the hearing and shall promptly furnish copies to both parties. 8. Matters excluded from the Grievance Procedure under Article 6, Section 3, and matters covered under Article 8, Classification Appeal, and Article 9, Job Descriptions, shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies excluded from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureArbitration.

Arbitration. Notwithstanding Executive and DMGI agree that any other provision of this Security Agreement to the contraryunresolved dispute, any controversy or claim among the parties arising out of, or relating to, this Agreement or any alleged breach hereof shall be settled exclusively by binding arbitration, provided, however, that DMGI retains its right to, and shall not be prohibited, limited or in any other way to any Secured Obligations restricted from, seeking or this Security Agreement, including any alleged tort, shall at obtaining equitable relief from a court having jurisdiction over the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”)parties. Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The Any such arbitration proceedings shall be conducted in Los Angeles or PasadenaSacramento, California, in accordance with the commercial arbitration rules of the American Arbitration Association in effect at that time. The arbitration hearing arbitrator(s) shall commence within 90 days of not have the arbitration demand and close within 90 days thereafterauthority to add to, detract from or modify any provision hereof nor to award punitive damages to any injured party. The arbitration award must be issued within 30 days after close arbitrator(s) shall have the authority to order back-pay, severance compensation, vesting of options or other restricted equity awards (or cash compensation in lieu of vesting), reimbursement of costs, including legal fees and other costs incurred to enforce this Agreement or to defend against charges brought hereunder, and interest thereon in the hearing (subject event the arbitrator(s) determines that DMGI has breached this Agreement. The arbitrator(s) shall have the authority to extension order reimbursement of costs and any damages actually sustained by DMGI, including legal fees and other costs incurred to enforce this Agreement or to defend against charges brought hereunder, and interest thereon in the event the arbitrator(s) determines that Executive has breached this Agreement. A decision by the arbitrator for up or a majority of the members of an arbitration panel (not to 60 days upon a showing of good cause)exceed three (3) arbitrators) shall be final and binding, and shall include a concise written statement of reasons for judgment upon the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy determination or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined award rendered by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award arbitrator(s) may be entered in any court having jurisdiction. The institution and maintenance direct expense of an action for judicial relief or pursuant any arbitration proceeding shall initially be borne by DMGI, but the arbitrator(s) shall have the authority to a provisional or ancillary remedy shall not constitute a waiver reallocate such cost among the parties upon conclusion of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureproceedings.

Arbitration. Notwithstanding any other provision The parties hereby agree to submit all controversies, claims and matters in dispute in respect of this Security Agreement to arbitration in Wilmington, Delaware, according to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding commercial arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), from time to time in force. This submission and the terms of this Sectionagreement to arbitrate shall be specifically enforceable. The parties may agree on a retired judge as sole arbitrator. In the event absence of any inconsistencysuch agreement, there shall be three arbitrators, selected in accordance with the terms commercial arbitration rules of the American Arbitration Association: one attorney and/or retired judge, one expert in real estate investment; and one certified public accountant. A decision agreed on by two of the arbitrators shall be the decision of the arbitration panel; PROVIDED, HOWEVER, that in the case of monetary damages, if there is not agreement of two arbitrators as to the amount of the award, then the average of the two amounts that are closest to each other shall be the final award of the arbitration panel for the purpose of this Agreement. The arbitration panel may elect to specifically enforce this Agreement. The parties agree to abide by all awards rendered in such proceedings. Any award shall include costs and reasonable attorneys' fees to the successful party. Such awards shall be final and binding on all parties. There shall be no appeal therefrom other than for fraud or willful misconduct. All awards may be filed with the clerk of one or more courts, State or Federal, having jurisdiction over the party against whom such an award is rendered or its property as a basis of judgment and of the issuance of execution for its collection. Nothing in this Agreement and/or the exhibits hereto shall be deemed to prevent the arbitration panel from exercising authority to permit the exercise by a party of its legal and/or equitable remedies including right of offset and specific performance. The parties agree that this Section shall control. If AAA is unwilling or unable to serve as be valid, binding and enforceable and shall survive the provider of arbitration or to enforce any provision termination of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Notwithstanding any other provision Any dispute that is not settled through mediation as provided in Paragraph B above will be resolved by arbitration in Tampa, Florida, governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., and administered by the AAA under its Commercial Arbitration Rules in effect on the date of the Dispute Notice, as modified by the provisions of this Security Agreement Section C, by a single arbitrator. The arbitrator selected, in order to the contrarybe eligible to serve, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined a lawyer with at least 15 years experience specializing in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Sectionbusiness matters. In the event of any inconsistencythe parties cannot agree on a mutually acceptable single arbitrator from the list submitted by the AAA, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by will appoint the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for who will meet the awardforegoing criteria. The arbitrator shall give effect to will base the award on applicable statutes law and judicial precedent and, unless both parties agree otherwise, will include in such award the findings of limitation in determining any controversy or claim, fact and for these purposes, service conclusions of law upon which the award is based. Judgment on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined award rendered by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award arbitrator(s) may be entered in any court having jurisdictionjurisdiction thereof. The institution and maintenance of an action for judicial relief Notwithstanding the foregoing or pursuant anything in the Transaction Agreements to the contrary: A. Upon the application by either party to a provisional court for an order confirming, modifying or ancillary remedy shall not constitute vacating the award, the court will have the power to review whether, as a waiver matter of law based on the right findings of fact determined by the arbitrator, the award should be confirmed, modified or vacated in order to correct any partyerrors of law made by the arbitrator. In order to effectuate such judicial review limited to issues of law, including the plaintiff, parties agree (and will stipulate to submit the controversy or claim court) that the findings of fact made by the arbitrator will be final and binding on the parties and will serve as the facts to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured and relied on by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in determining the extent to which proceeding was commenced. None of the foregoing provisions of this Section shall limit award should be confirmed, modified or vacated; and B. Either party will have the right of Agent or Lenders to exercise self-help remediesapply to any court for an order to specifically enforce their rights under the Agreement and the other Transaction Agreements, such as setoff, foreclosure or sale of any Collateral or including but not limited to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive party's obligation to close the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest transaction and the confidentiality provisions contained in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurethe Agreement.

Arbitration. Notwithstanding any (a) Any claim, dispute or other provision of controversy (a “Controversy”) relating to this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined settled and resolved by binding arbitration conducted in accordance with Santa Xxxxx County, California before a single arbitrator under the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Employment Rules of the American Arbitration Association (“AAA”), and ) in effect at the terms of this Section. In the event of any inconsistency, the terms of this Section shall controltime a demand for arbitration is made. If there is any conflict between the AAA is unwilling or unable to serve as rules and this arbitration clause, this arbitration clause will govern and determine the provider rights of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationparties. The arbitration proceedings Parties to this Agreement (the “Parties”) shall be conducted in Los Angeles or Pasadena, Californiaentitled to full discovery regarding the Controversy as permitted by the California Code of Civil Procedure. The arbitration hearing arbitrator’s decision on the Controversy shall commence within 90 days be a final and binding determination of the arbitration demand Controversy and close within 90 days thereafter. The shall be fully enforceable as an arbitration award must be issued within 30 days after close of in any court having jurisdiction and venue over the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardParties. The arbitrator shall give effect to applicable statutes of limitation also award the prevailing Party any reasonable attorneys’ fees and reasonable expenses the prevailing Party incurs in determining any controversy or claimconnection with the arbitration, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable non-prevailing Party shall be determined by pay the arbitrator’s fees and expenses. The arbitrator shall have determine who is the power prevailing Party. Each Party also agrees to award legal fees accept service of process for all arbitration proceedings in accordance with AAA’s rules. (b) The obligation to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy arbitrate shall not constitute be binding upon either party with respect to requests for temporary restraining orders, preliminary injunctions or other procedures in a waiver court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the right of any party, including actual dispute between the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel Parties. (or the referee if there is a single refereec) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing The provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such be construed as setoff, foreclosure or sale independent of any Collateral other covenant or to obtain provisional or ancillary remedies from provision of this Agreement; provided that, if a court of competent jurisdiction beforedetermines that any such provisions are unlawful in any way, such court shall modify or interpret such provisions to the minimum extent necessary to have them comply with the law. (d) This arbitration provision shall be deemed to be self-executing and shall remain in full force and effect after expiration or during termination of this Agreement. In the event either party fails to appear at any properly noticed arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate an award may be accomplished either entered against such party by exercise of power of sale thereunder default or by judicial foreclosureotherwise notwithstanding said failure to appear.

Arbitration. Notwithstanding any other provision Any dispute, claim or controversy based on, arising out of this Security Agreement or relating to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations Executive’s employment or this Security Agreement, including any alleged tort, Agreement shall at the request of any party hereto be determined settled by final and binding arbitration conducted in San Diego, California, before a single neutral arbitrator in accordance with the United States JAMS Employment Arbitration Act (Title 9 U.S. Code) Rules and Procedures (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAARules”), and judgment on the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or Arbitration may be compelled pursuant to a provisional the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or ancillary remedy her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall not constitute a waiver be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the right Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of any partythe Termination Date. Other costs of the arbitration, including the plaintiffcost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 9 is intended to submit be the controversy exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or claim relating to Executive’s employment; provided, however, that neither this Agreement nor the submission to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the parties’ right of Agent or Lenders to exercise self-help remediesseek provisional relief, such as setoffincluding without limitation injunctive relief, foreclosure or sale of in any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after pursuant to California Code of Civil Procedure § 1281.8 or during any arbitration proceedingsimilar statute of an applicable jurisdiction. The exercise Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurejury trial.

Arbitration. Notwithstanding any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if such dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other provision of dispute resolution procedure as required by this Security Agreement to the contrarySection 24. Failing an adequate resolution by mediation, any controversy or claim among arising out of or relating to this Agreement or the parties relating in any way to any Secured Obligations or this Security Agreementtransactions contemplated hereby, including any alleged tortcontroversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall at the request of any party hereto be determined settled by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. Except as specifically provided in this Section 24, the arbitration shall be conducted in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardAssociation. The arbitrator shall give effect not render an award of punitive damages. Any arbitration hereunder shall be held in Los Angeles, California. Expenses related to applicable statutes of limitation the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent Section 25 herein. The fees of the filing arbitrator and of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable the American Arbitration Association, if any, shall be determined divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator. The arbitrator shall have the power , include equitable or mandatory relief with respect to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award performance of obligations hereunder) may be entered in any court having of competent jurisdiction. The institution and maintenance arbitrator shall award the prevailing Party in any arbitration proceeding recovery of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeits attorneys' fees, the parties shall designate to arbitrators' fees and other costs in connection with the court a referee or referees selected under arbitration from the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise selfnon-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureprevailing Party.

Arbitration. Notwithstanding Except for claims for injunctive relief, which may be sought from any other provision court having jurisdiction any claim arising out of or relating to this Security Agreement to and the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security AgreementTransaction Documents, including without limitation their respective validity, interpretation, enforceability or breach, and any alleged tortrelated tort law theories, which are not settled by agreement between the parties, shall at (a) first be submitted to good faith mediation between parties’ counsels, and (b) if mediation does not produce an agreed solution within thirty (30) days after notice of claim is first given, then either party may submit the request of any party hereto be determined by binding dispute to arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”)provisions hereof. Arbitration proceedings will Any and all disputes, controversies or differences in opinion shall be determined finally resolved through arbitration in accordance with the Act, the then-current arbitration rules and procedures for the arbitration of financial services disputes of the American Nevada Arbitration Association (“AAA”)Association, by one arbitrator appointed in accordance with the said rules. Such proceedings shall take place in Las Vegas, Nevada and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadenathe English language. Except as provided herein, Californiaeach party agrees that such arbitration is its exclusive remedy and expressly waives any right to seek redress in any other forum. The fees of any mediator or arbitrator shall be borne equally by each party until the conclusion of any arbitration. The non-prevailing party in any arbitration hearing shall commence within 90 days reimburse the prevailing party for its reasonable attorneys, accountants and expert fees and related expenses and for the costs of the arbitration demand and close within 90 days thereaftermediation proceeding (including the fees of the mediator and arbitrator), unless the arbitrator finds that the prevailing party did not make a good faith effort to resolve the matter through mediation, in which case each party shall bear its own such expenses. The arbitration award must be issued within 30 days after close parties shall keep all matters relating to any dispute confidential. Each of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing parties waives any defense of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees inconvenient forum to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief any Action or pursuant to a provisional Proceeding so brought and waives any bond, surety or ancillary remedy shall not constitute a waiver other security that might be required of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any Action or Proceeding may be made on such action for judicial relief. No controversy party by sending or claim shall delivering a copy of the process to the party to be submitted to arbitration without the consent of all parties if, served at the time address of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided party and in the next sentencemanner provided for the giving of notices in Section 8.6 hereof. At the request of any partyNothing in this Section, a controversy or claim that is not submitted to arbitration as provided above however, shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive affect the right of any party to resort serve legal process in any other manner permitted by law or to arbitration enforce any arbitral award or referencejudgment in any court of competent jurisdiction. At Agent’s option, foreclosure of Each party agrees that a final judgment in any interest in real estate action so brought shall be conclusive and may be accomplished either enforced by exercise of power of sale thereunder suit on the judgment or in any other manner provided by judicial foreclosureLaw.

Arbitration. Notwithstanding (a) Employee and the Company agree that any other dispute, controversy or claim, however significant, arising out of or in any way relating to Employee’s employment with or termination of employment from the Company, including without limitation any dispute, controversy or claim arising out of or in any way relating to any provision of this Security Agreement (including the validity, scope and enforceability of this arbitration clause), to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortfullest extent authorized by applicable law, shall at the request of any party hereto be determined by submitted to final and binding arbitration conducted before a single neutral arbitrator in accordance with the United States rules of JAMS pursuant to its Employment Arbitration Act Rules and Procedures, which are available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/, and the Company will provide a copy upon Employee’s request, as the exclusive remedy for resolving any and all such disputes. (Title 9 U.S. Codeb) The tribunal will consist of a sole neutral arbitrator selected by mutual agreement of the parties (the “Act”). Arbitration proceedings will be determined or, absent such mutual agreement, in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), JAMS) and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider place of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall will be conducted in Los Angeles or PasadenaIrvine, California. The arbitration hearing Each party shall commence within 90 days be entitled to all types of the arbitration demand remedies and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing relief otherwise available in court (subject to extension the limitations set forth herein). The parties agree that any arbitration pursuant to this Agreement shall be brought on an individual, rather than class, collective, or representative basis, and waive the right to pursue any claim subject to arbitration on a class, collective, or representative basis. (c) The parties to this Agreement hereby expressly and irrevocably submit themselves to the personal jurisdiction of the Superior Court of the State of California (the “Superior Court”) for the purpose of compelling arbitration pursuant to this Agreement and for the purpose of any judicial proceedings seeking to confirm, modify or vacate any arbitration award. (d) To the extent required by applicable law, the fees of the arbitrator and all other costs that are unique to arbitration shall be paid by the arbitrator for Company initially, but if Employee initiates a claim subject to arbitration, Employee shall pay any filing fee up to 60 days upon a showing of good cause), and the amount that Employee would be required to pay if Employee initiated such claim in the Superior Court. Each party shall include a concise written statement of reasons be solely responsible for paying its own further costs for the awardarbitration, including, but not limited to, its own attorneys’ fees and/or its own witnesses’ fees. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, may award fees and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees costs (including attorneys’ fees) to the extent provided prevailing party where authorized by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureapplicable law.

Arbitration. Notwithstanding any other provision of this Security Agreement Except with respect to the contrarymatters described in Sections 5.1(f) and 5.3(d), any controversy or claim among if a dispute arises between the parties relating in any way to any Secured Obligations the interpretation or performance of this Security Agreement, including any alleged tort, shall at with the request exception of any party hereto claim for a temporary restraining order or preliminary or permanent injunctive relief to enjoin any breach or threatened breach hereof, such dispute shall be determined settled by binding a panel of three arbitrators with such arbitration conducted to be held in accordance with New York, New York, before JAMS/ENDDISPUTE or its successor and pursuant to the United States JAMS Comprehensive Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined Rules and Procedures in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”)effect at that time, and judgment upon the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award arbitrators may be entered in any court having jurisdictionjurisdiction thereof. All arbitrators must be knowledgeable in the subject matter at issue in the dispute. The institution arbitrators shall make their decision in accordance with the terms of this Agreement and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy applicable Law. Each party shall not constitute a waiver initially bear its own costs and legal fees associated with such arbitration and Buyer and Seller shall initially split the cost of the right of arbitrators, but the prevailing party in any such arbitration (not including, however, a party involved in an arbitration initiated under Section 6.3(d) unless the other party’s position is determined by the arbitrators to have been unreasonable), including shall be entitled to recover from the plaintiff, to submit the controversy or claim to arbitration if any other party contests the reasonable attorneys’ fees, costs and expenses incurred by such action for judicial reliefprevailing party in connection with such arbitration. No controversy or claim The decision of the arbitrators shall be submitted to arbitration without final, provided, however, that if either party is dissatisfied with the consent a decision of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such less than a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee unanimous decision of the panel (of arbitrators, such dissatisfied party may appeal the final award in accordance with JAMS’ Optional Arbitration Appeal Procedures. The final award from either a unanimous arbitration panel or the referee if there is a single referee) shall JAMS’ Appeal Procedures may be an active attorney sued on or retired judge; and judgment upon enforced by the award rendered by such referee or referees shall be entered party in the court whose favor it runs in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceedingat the option of the successful party. The exercise rights and obligations of a remedy does the parties to arbitrate any dispute relating to the interpretation or performance of this Agreement or the grounds for the termination thereof, shall survive the expiration or termination of this Agreement for any reason. The arbitrators shall be empowered to award specific performance, injunctive relief and other equitable remedies as well as damages, but shall not waive be empowered to award punitive or exemplary damages or award any damages. The final award shall binding on the right parties and enforceable in accordance with the New York Convention on the Recognition and Enforcement of any party to resort to arbitration or referenceArbitral Awards (9 U.S.C. Section 1, et. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureseq.).

Arbitration. Notwithstanding any other provision Any dispute arising out of or in connection with, or relating to, this Agreement, or the breach, termination, or invalidity hereof, including claims of fraud in the inducement, shall be resolved as follows. In the event of a dispute between the Parties, either Party may initiate the dispute resolution procedures of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined Section 9.4 by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) providing written notice (the “ActNotice of Claim”)) to the other Party identifying the dispute and stating the desire to resolve the dispute. Arbitration proceedings After receiving the Notice of Claim, respondent will be determined respond in accordance with writing within [***] ([***]) calendar days by stating its position and setting forth a proposed resolution of the Actdispute. If claimant and respondent are not able to resolve the dispute within [***] ([***]) calendar days after the date of such response, the then-current rules and procedures for the matter in dispute shall be settled by arbitration of financial services disputes of administered by the American Arbitration Association (the “AAA”)) under its Commercial Arbitration Rules, and judgment on the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award arbitrator(s) may be entered in any court having jurisdictionjurisdiction thereof. The institution Parties hereby irrevocably and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to unconditionally submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices jurisdiction of the AAA for the purposes of such proceeding, and any counterclaims that relate in any respect to this Agreement thereafter asserted by a Party to such proceedings. The arbitral tribunal shall be comprised of three arbitrators with relevant expertise in the same manner as subject matter of the dispute. The arbitrators are selected shall have the full authority, consistent with New York law, to consider granting non-monetary relief, including, but not limited to, rescission, termination, declaratory judgment, or any form of equitable relief recognized under New York law. A Party may pursue both non-monetary and monetary relief without regard to election of remedies, but may not be granted inconsistent or duplicative remedies. The place of arbitration shall be [***]. The language to be used in AAA sponsored the arbitral proceedings shall be English. The Parties agree that the losing Party shall bear the cost of the arbitration filing and hearing fees, the cost of the arbitrators and the presiding referee AAA administrative expenses and the attorney’s fees and reasonable associated costs and expenses of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceedingeach Party. The exercise Parties agree to reasonable document discovery provided the requesting Party makes a showing of a remedy does not waive relevance and need to the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosuretribunal.

Arbitration. Notwithstanding any other provision of this Security Agreement to the contrary, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistencycontroversy, dispute or claims arising out of or related to this Agreement, or the interpretation, breach, termination or validity hereof, the terms parties shall submit such controversy, dispute or claim to binding arbitration hereunder. All arbitration proceedings pursuant to this section shall be before a retired judge of this Section shall controlJAMS. If AAA is unwilling or In the event that the parties are unable to serve as agree upon the provider selection of arbitration or any arbitrator, any party may request JAMS to enforce any provision appoint such arbitrator. Arbitration of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing dispute shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 no later than thirty (30) days after close the selection or appointment of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the such arbitrator. The arbitrator shall be bound by the express terms of this Agreement and shall endeavor to reach his decision as quickly as possible, which decision shall be final and binding on the parties to this Agreement. The arbitrator shall also have the power to award legal costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) to the extent provided by this Security Agreementprevailing party. Judgment upon an arbitration award may Application to enforce the arbitrator’s decision can be entered made in any court having or other tribunal of competent jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if ; any other party contests such action for judicial relief. No controversy application or claim dispute shall be submitted to arbitration the United States District Court for the Central District of California, Los Angeles Division or the Los Angeles County Superior Court for determination. The rules of discovery then pertaining to the United States District Court for the Central District of California, Los Angeles Division, or a California State Court of Law, as the case may be, shall apply to any such arbitration, including, without the consent of all parties iflimitation, at the time sections 1283.01 and 1283.05 of the proposed submissionCalifornia Code of Civil Procedure, such controversy or claim relates to an obligation secured the provisions of which are hereby incorporated herein and made a part hereof by real estatereference. The provisions of the California Arbitration Statute, but if all contained in the California Code of Civil Procedure Section 1280 et seq. shall apply. The parties do not hereby irrevocably consent to submission of such a controversy arbitration to be held within Los Angeles County, California and irrevocably waive any objections that they may have based on improper venue or claim to arbitrationinconvenient forum in Los Angeles County. NOTICE: BY SIGNING THIS AGREEMENT, it shall be determined as provided in the next sentenceYOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE MANDATORY ARBITRATION OF DISPUTES’ PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. At the request of any partyBY SIGNING THIS AGREEMENT, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeYOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commencedUNLESS SUCH DISCOVERY RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION OF DISPUTES’ PROVISION. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remediesIF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE APPLICABLE STATE STATUTE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. EACH PARTY TO THIS AGREEMENT REPRESENTS THAT HE, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureSHE OR IT HAS READ AND UNDERSTANDS THE FOREGOING AND AGREES TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES’ PROVISION TO NEUTRAL ARBITRATION.

Arbitration. Notwithstanding With the exception of any request for specific performance, injunctive or other provision of this Security Agreement to the contraryequitable relief, any dispute or controversy of any kind arising out of or claim among the parties relating in any way related to any Secured Obligations or this Security Agreement, including Xx. Xxxxxx’x employment with the Corporation (or with the employing subsidiary), the separation of Xx. Xxxxxx from that employment and from his positions as an officer and/or director of the Corporation or any alleged tortsubsidiary or affiliate, shall at the request of or any party hereto claims for benefits, will be determined resolved exclusively by final and binding arbitration conducted using a three-member arbitration panel in accordance with the United States Commercial Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes Rules of the American Arbitration Association (“AAA”)currently in effect, and the terms of this Section. In the event of any inconsistencyprovided, however, that in rendering their award, the terms arbitrators will be limited to accepting the position of this Section shall controlXx. If AAA is unwilling Xxxxxx or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitrationCorporation. The only claims not covered by this paragraph are any non-waivable claims for benefits under workers’ compensation or unemployment insurance laws, which will be resolved under those laws. Any arbitration proceedings shall be conducted pursuant to this paragraph will take place in Los Angeles or PasadenaSan Francisco, California. The arbitration hearing shall commence within 90 days of Parties may be represented by legal counsel at the arbitration demand and close within 90 days thereafterbut must bear their own fees for such representation in the first instance. The arbitration award must prevailing party in any dispute or controversy covered by this paragraph, or with respect to any request for specific performance, injunctive or other equitable relief, will be issued within 30 days after close of the hearing (subject entitled to extension recover, in addition to any other available remedies specified in this Agreement, all litigation expenses and costs, including any arbitrator, administrative or filing fees and reasonable attorneys’ fees, except as prohibited or limited by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the awardlaw. The arbitrator shall give effect Parties specifically waive any right to applicable statutes of limitation in determining a jury trial on any dispute or controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided covered by this Security Agreementparagraph. Judgment upon an arbitration award may be entered on the arbitrators’ award in any court having of competent jurisdiction. The institution Subject to the arbitration provisions of this paragraph, the sole jurisdiction and maintenance venue for any action related to the subject matter of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver this Agreement will be the California state and federal courts having within their jurisdiction the location of the right Corporation’s principal place of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, business in California at the time of the proposed submissionsuch action, such controversy or claim relates to an obligation secured by real estate, but if all parties do not and both Parties hereby consent to submission the jurisdiction of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of courts for any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureaction.

Arbitration. Notwithstanding any other provision If the parties do not agree on a written resolution of this Security Agreement a Dispute pursuant to the contraryprocedures set forth in this section, Section 13, by the end of the First Meeting, then, except as otherwise provided in this Agreement, any controversy or claim among Dispute shall be submitted to binding arbitration in Los Angeles County, California by a single arbitrator mutually chosen by the parties relating in any way writing, who shall be a retired judge or litigator with ten (10) years or more of experience with claims similar to any Secured Obligations or this Security Agreementthe Dispute (provided, that lack of experience with claims involving the cannabis industry shall not be a cause for disqualification). If the parties cannot agree on an arbitrator, JAMS shall provide a list of six (6) candidates, and each party shall take turns striking candidates (beginning with the party who received the notice of arbitration) until there is a single arbitrator. The costs of the arbitration, including any alleged tortJAMS administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall at be borne equally by the request of any party hereto be determined by binding arbitration conducted in accordance with parties to the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules arbitration; provided that all costs and procedures for the arbitration of financial services disputes expenses of the American Arbitration Association (“AAA”)dispute, including arbitrator fees and the terms of this Section. In the event of any inconsistencyreasonable attorneys’ fees and costs incurred, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles awarded to the prevailing or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be most prevailing party as determined by the arbitrator. The arbitrator shall not have the any power to award legal fees alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the extent provided by terms of this Security Agreement. Judgment upon an arbitration award may be entered , or not available in any a court having jurisdictionof law. The institution and maintenance of an action for judicial relief or pursuant to arbitrator shall render a provisional or ancillary remedy shall written opinion not constitute a waiver later than thirty (30) days after conclusion of the right arbitration proceedings setting forth a determination of any partyaward, if any, and the basis for awarding (or not awarding) the relief sought by the parties, including the plaintiff, findings of fact and conclusions of law. If JAMS refuses to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such arbitrate a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeDispute, the parties shall designate cooperate in good faith to find an alternative arbitrator reasonably acceptable to the court a referee parties in writing. An arbitrator exceeds his or referees selected under her powers by voiding or refusing to enforce any contracts or arbitration agreements between Parties based solely on the auspices cannabis related nature of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurecontract.

Arbitration. Notwithstanding any other provision of this Security If after such reasonable period such representatives are unable to settle such Agreement to the contrary, any controversy or claim among the parties relating Dispute (and in any way to any Secured Obligations or this Security Agreementevent, including any alleged tortunless otherwise agreed in writing by the Parties, after 60 days have elapsed from the time the Parties began such negotiations), such Agreement Dispute shall be determined, at the request of any party hereto be determined either Party, by binding arbitration conducted in New York City, before and in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes existing International Arbitration Rules of the American Arbitration Association (the “AAARules”). In any dispute between the Parties, the number of arbitrators shall be one. Any judgment or award rendered by the arbitrator shall be final, binding and nonappealable (except upon grounds specified in 9 U.S.C. Section 10(a) as in effect on the terms date hereof). If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the Rules. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Section. In Agreement is bound to arbitrate or as to the event interpretation of any inconsistency, the terms enforceability of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable 5.8(b) shall be determined by the arbitrator. In resolving any dispute, the Parties intend that the arbitrator apply the substantive laws of the State of Delaware, without regard to the choice of law principles thereof. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The Parties agree to comply with any award made in any such arbitration proceedings that has become final in accordance with the Rules and agree to enforcement of or entry of judgment upon such award, by any court of competent jurisdiction, including the Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York. The arbitrator shall have the power be entitled, if appropriate, to award any remedy in such proceedings, including, without limitation, monetary damages, specific performance and all other forms of legal fees and equitable relief; provided, however, that the arbitrator shall not be entitled to award punitive damages. Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the Parties shall keep confidential all matters relating to the arbitration or the award, provided, such matters may be disclosed (A) to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered reasonably necessary in any court having jurisdiction. The institution and maintenance proceeding brought to enforce the award or for entry of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered and (B) to the extent otherwise required by law. Notwithstanding Article 32 of the Rules, the Party other than the prevailing Party in the arbitration shall be responsible for all of the costs of the arbitration, including legal fees and other costs specified by such referee Article 32. Nothing contained herein is intended to or referees shall be entered construed to prevent any Party, in the court in which proceeding was commenced. None accordance with Article 22(3) of the foregoing provisions of this Section shall limit the right of Agent Rules or Lenders otherwise, from applying to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after for interim measures or during any arbitration proceeding. The exercise of a remedy does not waive other provisional relief in connection with the right subject matter of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureAgreement Disputes.

Arbitration. Notwithstanding any other provision In exchange for the benefits of this Security Agreement the speedy, economical and impartial dispute resolution procedure of arbitration, Lions Gate and Feltheimer, with the advice and consent of their selected counsel, choose to forego their right to resolution of their disputes in a court of law by a judge or jury, and instead elect to treat their disputes, if any, pursuant to the contraryFederal Arbitration Act and/or California Civil Procedure Code §§ 1281, et seq. (i) Feltheimer and Lions Gate agree that any controversy and all claims or claim among the parties controversies whatsoever brought by Feltheimer or Lions Gate, arising out of or relating in any way to any Secured Obligations or this Security Agreement, including any alleged tortFeltheimer’s employment with Lions Gate, shall at the request of any party hereto or otherwise arising between Feltheimer and Lions Gate, will be determined settled by final and binding arbitration conducted in accordance with the United States applicable rules and procedures of Judicial Arbitration Act and Mediation Services, Inc. (Title 9 U.S. Code) (the “ActJAMS”). Arbitration proceedings will be determined This includes all claims whether arising in accordance with tort or contract and whether arising under statute or common law. Such claims may include, but are not limited to, those relating to this Agreement, wrongful termination, retaliation, harassment, or any statutory claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Fair Employment and Housing Act, the then-current rules and procedures for Age Discrimination in Employment Act, the arbitration of financial services disputes Americans with Disabilities Act, or similar Federal or state statutes. In addition, any claims arising out of the American Arbitration Association (“AAA”)public policy of California, and any claims of wrongful termination, employment discrimination, retaliation, or harassment of any kind, as well as any claim related to the termination or non-renewal of this Agreement shall be arbitrated under the terms of this SectionAgreement. The obligation to arbitrate such claims will survive the termination of this Agreement. Lions Gate shall be responsible for all costs of the arbitration services, including the fees and costs of the arbitrator and court reporter fees, unless Feltheimer wishes to share such costs voluntarily. To the extent permitted by law, the hearing and all filings and other proceedings shall be treated in a private and confidential manner by the arbitrator and all parties and representatives, and shall not be disclosed except as necessary for any related judicial proceedings. (ii) The arbitration will be conducted before an arbitrator who is a member of JAMS and mutually selected by the parties from the JAMS Panel. In the event of any inconsistency, that the terms of this Section shall control. If AAA is unwilling or parties are unable to serve as mutually agree upon an arbitrator, each party shall select an arbitrator from the provider of arbitration or to enforce any provision of this SectionJAMS Panel and the two selected arbitrators shall jointly select a third, Agent may designate another arbitration organization with similar procedures to serve as and the provider of arbitrators shall jointly preside over the arbitration. The arbitration proceedings arbitrator(s) will have jurisdiction to determine the arbitrability of any claim. The arbitrator(s) shall have a business office in or be conducted in a resident of Los Angeles or PasadenaCounty, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator arbitrator(s) shall have the power authority to award legal fees grant all monetary or equitable relief (including, without limitation, injunctive relief, ancillary costs and fees, and punitive damages) available under state and Federal law. Either party shall have the right to appeal any adverse rulings or judgments to the extent provided by this Security AgreementJAMS Panel of Retired Appellate Court Justices. Judgment upon an arbitration on any award rendered by the arbitrator(s) may be entered in and enforced by any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of jurisdiction thereof. (iii) Notwithstanding the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is madeforegoing, the parties shall designate agree to the court participate in non-binding mediation with a referee or referees mutually selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders mediator prior to exercise self-help remedies, such as setoff, foreclosure or sale initiation of any Collateral or arbitration process, except that either party may file any formal arbitration demand as necessary to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosurepreserve their legal rights.

Arbitration. Notwithstanding In the event of any other provision of this Security Agreement to the contrarydispute, any controversy controversy, disagreement, breach or claim among the parties arising out of or relating in any way to any Secured Obligations this Agreement or this Security Agreement, including any alleged tort, shall at the request interpretation of any party hereto of the provisions, the same shall be determined by submitted, for resolution, to final and binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (following procedures: The parties shall first attempt to mediate the “Act”matter(s). Arbitration proceedings will If the matter(s) has not been satisfactorily resolved (or waived), within thirty (30) days after written notice by either party to the other requesting mediation, then the matter shall be determined in accordance with referred to arbitration for resolution under the Act, the then-current then commercial arbitration rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (the “AAAA.A.A.”), ) and the terms decision of the arbitrator shall be final and binding on the parties. The parties shall have the right to select the arbitrator. If the parties are unable to agree upon an arbitrator within thirty (30) days following a notice of initiating arbitration to the other party, then the arbitrator shall be appointed by the A.A.A. Each party shall be responsible for the filing fee and the arbitrator’s fee; and otherwise, each party shall be responsible for its own costs and expenses, including but not limited to, travel, consultants, depositions, witnesses and attorneys’ fees and disbursements. The arbitrator shall be authorized to only interpret and apply the provisions of this SectionAgreement or any related agreements entered into under this Agreement and shall have no power or authority to modify or change any of the above in any manner. The arbitrator shall have no authority to award punitive or speculative damages or any damages inconsistent with this Agreement. In addition to monetary award, the event arbitrator shall be empowered to award equitable relief, including an injunction and specific performance of any inconsistencyobligation under this Agreement. The arbitrator shall, within thirty (30) days of the terms conclusion of this Section shall control. If AAA the hearing, unless such time is unwilling or unable to serve as extended by mutual agreement, notify the provider parties in writing of arbitration or to enforce any provision his/her decision, stating the reasons for such decision and separately listing the findings of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider fact and conclusions of arbitrationlaw. The arbitration proceedings shall be conducted in Los Angeles or PasadenaAngeles, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement be governed by the laws of reasons for the award. The arbitrator shall give effect to applicable statutes State of limitation in determining any controversy or claimCalifornia, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent decision of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having of competent jurisdiction. The institution and maintenance of an action for judicial relief Any costs, fees or pursuant taxes incident to a provisional enforcing the award shall, to the maximum extent permitted by Law, be charged against the non-prevailing party or ancillary remedy shall not constitute a waiver of be recovered by the right of any prevailing party, including the plaintiffas applicable, to submit the controversy in any final judgment or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureaward.

Arbitration. Notwithstanding (a) All disputes between Consultant, including any other provision employees of this Security Agreement to Consultant, and the contrary, any controversy or claim among the parties Company relating in any way to any Secured Obligations this Agreement or the Services to be performed under this Security AgreementAgreement (including, including any alleged but not limited to, claims for breach of contract, tort, shall at the request discrimination, harassment, and any violation of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Codefederal or state law) (the “ActArbitrable Claims”). Arbitration proceedings will ) shall be determined in accordance with the Act, the then-current rules resolved by arbitration before a neutral arbitrator. (b) The arbitrator shall be selected and procedures for the arbitration of financial services disputes hearing conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association and shall take place in the county set forth in Exhibit A, unless otherwise agreed by the parties. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all claims covered by this arbitration provision. Either party may bring an action in court to compel arbitration under this Agreement, to enforce an arbitration award or to obtain temporary injunctive relief pending a judgment based on the arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. (“AAA”), c) The Federal Arbitration Act shall govern the interpretation and the terms enforcement of this Section. In section, except if any court finds that the event of any inconsistencyFederal Arbitration Act does not apply, the terms California Arbitration Act shall govern the interpretation and enforcement of this Section shall controlsection. If AAA is unwilling any court or unable to serve as arbitrator finds that any term makes this section unenforceable for any reason, the provider of arbitration court or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees modify such term (or if necessary delete such term) to the minimum extent provided by necessary to make this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate section enforceable to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel fullest extent permitted by law. (or the referee if there is a single refereed) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remediesTHE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, such as setoffINCLUDING WITHOUT LIMITATION, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction beforeANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s optionEXISTENCE, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosureVALIDITY, OR ENFORCEABILITY OF THIS AGREEMENT TO ARBITRATE.

Arbitration. Notwithstanding any All claims, counterclaims, disputes and other provision matters in question between the Parties hereto arising out of or relating to this Security Agreement or the breach hereof may be decided by arbitration upon the mutual agreement to do so by the contraryParties to this Agreement. In that case, any controversy or claim among the parties relating in any way to any Secured Obligations or this Security Agreement, including any alleged tort, shall at the request of any party hereto be determined by binding arbitration conducted in accordance with the United States Arbitration Act (Title 9 U.S. Code) (the “Act”). Arbitration proceedings will be determined administered by the Judicial Arbiter Group in accordance with Denver, Colorado under its arbitration rules, by a single arbitrator, unless a different arbitrator is agreed upon by the Act, Parties. Judgment on the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association (“AAA”), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the arbitration demand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension rendered by the arbitrator for up to 60 days upon a showing of good cause), and shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any controversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this Section or whether a controversy or claim is arbitrable shall be determined by the arbitrator. The arbitrator shall have the power to award legal fees to the extent provided by this Security Agreement. Judgment upon an arbitration award may be entered in any court having jurisdictionjurisdiction thereof. THE PARTIES RECOGNIZE THAT BY AGREEING TO BINDING ARBITRATION AS THE METHOD FOR DISPUTE RESOLUTION, THEY RELINQUISH THE RIGHT TO BRING AN ACTION IN COURT AND WAIVE THE RIGHT TO A JURY TRIAL AND THE EXTENSIVE DISCOVERY RIGHTS TYPICALLY PERMITTED IN JUDICIAL PROCEEDINGS. Colorado law shall apply to any dispute, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Colorado. Each Party will be responsible for paying one half of all fees and expenses charged by the arbitrator. Notice of request for arbitration must be filed in writing with the other Party(ies) to this Agreement. If agreed to, notice must be filed with the Judicial Arbiter Group. The request must be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event may it be made after the date when institution and maintenance of an action for judicial relief legal or pursuant to a provisional equitable proceedings based on such claim, dispute or ancillary remedy shall not constitute a waiver other matter in question would be barred by the applicable statute of limitations. In the right of any party, including event that the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties Parties do not consent to submission of such a controversy or claim agree to arbitration, it each party shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted permitted to arbitration as provided above shall be determined by judicial reference; pursue all available legal and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help equitable remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during any arbitration proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, foreclosure of any interest in real estate may be accomplished either by exercise of power of sale thereunder or by judicial foreclosure.