Common use of Arbitration Clause in Contracts

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputeAll claims, controversy or claim (“Dispute”) disputes and other matters in question arising out of, of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in connection its sole and absolute discretion, shall be resolved first by resort to non-binding mediation with this Agreement, including any question regarding its existence, validity such mediation service or terminationmediator as the parties may mutually agree upon. If the parties cannot agree upon such mediation service or mediator and submit the matter to mediation within thirty (30) days of notice of demand to mediate given by a party to the other party, or regarding if the matter is not resolved in a breach hereof which cannot manner satisfactory to the parties within sixty (60) days of submission of the matter to the mediation service or mediator, then in that event, the matter shall be resolved by good faith discussions between binding arbitration before a representative member, selected by the relevant parties within ninety (90) days mutual agreement of the date on which parties, of the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party toJudicial Arbitration and Mediation Services, and shall be finally settled byInc. ("JAMS"), arbitration under and presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx Xxxxxxxxx, Xxxxxxxxxx, in accordance with the Rules rules and procedures of Arbitration JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the International Chamber parties, of Commerce the American Arbitration Association ("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, in San Francisco, California, shall conduct such binding arbitration in accordance with the “Rules”)rules and procedures of the AAA then in effect. A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to Notice of the other to that effect, pursuant to Section 12.1 hereof. The place of demand for arbitration shall be Londonfiled in writing with the other party to this Agreement and with JAMS (or AAA, United Kingdomif necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted in consistently with, the English languageprovisions of Title 9 of Part 3 of the California Code of Civil Procedure. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, Any arbitration hereunder shall be conducted in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costsSacramento, arbitration administrative feesCalifornia, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid unless otherwise agreed to by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputedispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Indianapolis, Indiana by three arbitrators, one of whom shall be appointed by the Company, one of whom shall be appointed by the Executive, and the third of whom shall be appointed by the first two arbitrators. If either the Company or the Executive fails to appoint an arbitrator within 20 days of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within 20 days after the second arbitrator is designated, then such arbitrator shall be appointed by the Chief Judge of the United States District Court located in the city of Indianapolis, or upon his failure to act, by the American Arbitration Association so as to enable the arbitrators to render an award within 90 days after the three arbitrators have been appointed. Following the selection of arbitrators as set forth above, the arbitration shall be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association. Pending the resolution of such dispute or controversy, the Company will continue to pay the Executive without interruption his full base salary at the rate in effect immediately before the notice giving rise to the dispute was given and continue the Executive as a participant in all thrift, incentive, compensation, pension, life insurance, health and accident or disability plans in which the Executive was participating when the notice giving rise to the dispute was given at the level in effect immediately before such notice. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of his right to be paid during the pendency of any dispute or controversy or claim (“Dispute”) arising out of, relating to under or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days . The Company shall bear all of the date on which the Dispute is deemed expenses relating to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputea. Failing settlement under the grievance procedure of any difference between the parties arising from the interpretation, controversy application, administration or claim (“Dispute”) arising out of, relating to or in connection with violation of this Agreement, including any question regarding as to whether a matter is arbitrable, either party may, within ten (10) days following the reply in the final step of the grievance procedure, submit such grievance to arbitration and the matter shall be dealt with by a sole arbitrator. The party submitting the grievance to arbitration shall advise as to three (3) alternative choices for a sole arbitrator. The recipient of the notice shall reply as to its existence, validity or termination, or regarding three (3) alternative choices for a breach hereof which sole arbitrator. If the parties cannot be resolved by good faith discussions between the relevant parties agree as to a sole arbitrator within ninety twenty (9020) days of the date on notice referring the matter to arbitration, application may be made to the Office of Arbitration, Ministry of Labour, who shall provide the parties with a panel of arbitrators, from which an acceptable choice can be made. b. Before referring a matter to arbitration, the Dispute is deemed parties may, by mutual agreement, refer an unresolved grievance to arise in accordance with this Section 12.14 grievance mediation. The mediator shall be referred by any such party to, mutually agreed upon and the fees and expenses of the mediator shall be finally settled by, arbitration under shared equally between the parties. 23.02 Each of the parties shall be responsible for the fees and expenses of its own witnesses and counsel. The fees and expenses of the sole arbitrator shall be shared equally by the parties in accordance this Agreement. 23.03 The decision of the arbitrator shall be final and binding upon the parties. 23.04 The arbitrator shall not have any power to alter or change any of the provisions of this Agreement or to substitute any new provisions for any existing provisions nor to give any decision inconsistent with the Rules terms and provisions of Arbitration this Agreement. 23.05 Where a grieving party does not comply with the time limits set in the provisions of this Agreement relating to the International Chamber of Commerce (the “Rules”). A Dispute grievance procedure or arbitration, such grievance shall be deemed to be abandoned by the grieving party. It is agreed that the arbitrator shall have arisen when a relevant party (or parties) gives notice the jurisdiction, power and authority to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted give relief for default in the English language. The decision or award of three (3) arbitrators, appointed in accordance complying with the Rules time limits set out in Articles 22 and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision23. 23.06 Notwithstanding Article 23.05, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this by mutual consent, in writing, extend any of the time limits set out in the grievance and arbitration provisionprocedures. 23.07 No person may be appointed as arbitrator, apply who has been involved in an attempt to any court identified in Section 12.15 hereof negotiate or settle the grievance. 23.08 Notices of desire to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce arbitrate and of nominations of an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 arbitrator shall be construed to served personally or by registered mail. If served by registered mail, the maximum extent possible to comply with the laws date of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it mailing shall be determined by a court deemed to be the date of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementservice.

Arbitration. Any disputeExcept as provided in Section 19 hereof, controversy or claim (“Dispute”) in the event that there shall be a dispute among the parties arising out of, of or relating to or in connection with this Restricted Unit Agreement, including any question regarding its existenceor the breach thereof, validity or termination, or regarding a breach hereof which cannot the parties agree that such dispute shall be resolved by good faith discussions between final and binding arbitration in Newark, New Jersey, administered by the relevant American Arbitration Association (the “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If the Participant, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within ninety fifteen (9015) days after a party requests arbitration, the arbitrator shall be selected by the Executive and the Company from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the date request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on which the Dispute is deemed to arise in accordance with this Section 12.14 list shall be referred by any such party to, and the arbitrator. This selection process shall be finally settled by, arbitration under and in accordance with take place within the Rules of Arbitration two (2) business days following both parties’ receipt of the International Chamber list of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately potential arbitrators. Hearings in the areas arbitration proceedings shall commence within twenty (20) days of corporate law) and who has served the selection of the arbitrator or as an soon thereafter as the arbitrator in at least five (5) International Chamber of Commerce arbitrationsis available. The arbitrator shall deliver his or her opinion within twenty (20) days after the completion of the arbitration panel hearings. The arbitrator’s decision shall award be final and binding upon the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and may be entered and enforced in any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording by either of this Section 12.14the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply arbitrator pursuant to this Agreement, the arbitrator’s fees and expenses shall be shared equally by the parties.

Arbitration. Any disputeThe parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and Executive agree that, with the express exception of any dispute or controversy arising under Sections 12 and 13 of this Agreement, any controversy or claim (“Dispute”) arising out of, of or in any way relating to Executive's employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, shall be settled by arbitration in New Jersey, or such other place agreed to by the parties, as follows: Any such arbitration shall be heard by a single arbitrator. Except as the parties may otherwise agree, the arbitration, including the procedures for the selection of an arbitrator, shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA"). All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrator shall have the discretion to award costs and/or attorneys' fees as he or she deems appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amounts that are in any way punitive in nature. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is intended that controversies or claims submitted to arbitration under this Section 9 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of any persons concerning them, shall be disclosed to third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with this Agreementsuch arbitration. Notwithstanding the foregoing, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days each of the date on which parties agrees that, prior to submitting a dispute under this Agreement to arbitration, the Dispute is deemed parties agree to arise in accordance with this Section 12.14 shall be referred by any such submit for a period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party tomediator under the auspices of JAMS, and shall be finally settled byNew York, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party New York Resolutions Center (or parties) gives notice to the other to that effectany successor location), pursuant to Section 12.1 hereof. The place the procedures of arbitration shall be London, United Kingdom, and shall be JAMS International Mediation Rules conducted in the English language. The decision New Jersey (however, such mediation or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, obligation to mediate shall be in writing and is final and binding on the relevant parties. Each not suspend or otherwise delay any termination or other action of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in Company or affect the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any Company's other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqrights).) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputeExcept as otherwise provided in this LTA and without prejudice to Article 15/18 of the Gas Act of 12 April 1965, controversy or claim (“Dispute”) the Parties agree that arbitration shall be the sole means for resolution of disputes arising out of, relating of this LTA. If any dispute arises between Shipper and Terminal Operator in relation to or in connection with this AgreementLTA, or in connection with the interpretation, performance or non-performance hereof, including any question regarding its existence, validity or termination, or regarding a breach hereof which canthereof (a “Dispute”), Shipper and Terminal Operator shall promptly discuss such Dispute in an attempt to resolve such Dispute amicably through negotiations. If such Dispute has not be been resolved by good faith discussions between at the relevant parties latest within ninety sixty (9060) days Days after either Party has notified the other in writing of the date on which existence of the Dispute, then either Shipper or Terminal Operator may, by notice to the other, refer the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, by arbitration. Such arbitration under and shall be conducted in accordance with the Rules rules of Arbitration arbitration of the International Chamber of Commerce (prevailing and in effect as at the “Rules”). A date either Party refers the Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of by three (3) arbitrators. The claiming Party shall appoint a qualified arbitrator within ten (10) Days of the respondent’s receipt of the notice of arbitration upon which the responding Party shall appoint its arbitrator. The two arbitrators so appointed shall within ten (10) Days of the appointment of the second arbitrator, appoint a third arbitrator, who shall act as the presiding arbitrator. Should an arbitrator fail to be so appointed, then such arbitrator will be appointed in accordance with the Rules Rules. The place of the arbitration will be Paris, France. The language of the arbitration will be English. The arbitrators shall apply the governing law to the interpretation of this LTA, without reference to the conflict of law provisions thereof. The Parties waive any defence based on sovereign immunity to arbitration, immunity to judicial proceedings to enforce or to aid any such arbitration, and in accordance with immunity to enforcement and execution of the requirements following in this Section 12.14, award or of any judgment entered thereon. The decision of the arbitration panel shall include a statement of the reasons for such decision and shall be in writing and is final and binding on the relevant parties. Each Parties and enforceable in accordance with the rules of the three (3) arbitrators shall be an attorney with at least ten (10) years New York Convention of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for 1958 on the recognition and enforcement of foreign arbitral awards. Judgement upon the award of the arbitrators may be entered in any arbitral court or other authority having jurisdiction or application may be made to said courts or other authority for a judicial acceptance of the award and an order of enforcement, as the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel case may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqbe.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputeSubject to the right of each party to seek specific performance (which right shall not be subject to arbitration) and to seek injunctive relief or other equitable relief in connection with or by reason of a breach or threatened breach of Section 4 (where the party has elected not to pursue such relief in arbitration pursuant to this Section 15), if a dispute arises out of or is in any way related to this Agreement or the asserted breach thereof, such dispute shall be referred to arbitration before the American Arbitration Association the (“AAA”) pursuant to the AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this Section 15 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the “Arbitration Notice”). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration to resolve the dispute by mediation in accordance with the Arbitration Rules. If the dispute is not resolved by the date set for arbitration, then any controversy or claim (“Dispute”) arising out of, relating to of this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the asserted breach hereof which cannot shall be resolved by good faith discussions between binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the relevant parties event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in Chenango County, New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that discovery shall be concluded within ninety (90) days of after the date on which the Dispute matter is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereofset for arbitration. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision arbitrator or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in have the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall power to award the prevailing party (or parties) its reasonable attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified prevailing party. Any provisions in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, this Section 12.14 15 shall be construed to governed by the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Federal Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, and the parties have no desire entered into this Agreement pursuant to have the Delaware Arbitration Act apply to this Agreementsuch act.

Arbitration. Any disputeSubject to Section 18, any past, present, or future dispute or other controversy or claim (hereafter a “Dispute”) arising out of, relating to under or in connection with Executive’s employment with the Company or any Affiliate, or the termination thereof, and/or the Agreement, whether in contract, in tort, statutory or otherwise, and including both claims brought by Executive and claims brought against Executive, shall be finally and solely resolved by binding arbitration in Xxxxxx County, Texas, administered by the American Arbitration Association (the “AAA”) in accordance with the Employment Arbitration Rules and Mediation Procedures of the AAA, this Section 26 and, to the maximum extent applicable, the Federal Arbitration Act (provided that nothing herein shall require arbitration of a Dispute which, by law, cannot be the subject of a compulsory arbitration agreement). Such arbitration shall be conducted by a single arbitrator (the “Arbitrator”). If the parties cannot agree on the choice of an Arbitrator within 30 days after the Dispute has been filed with the AAA, then the Arbitrator shall be selected pursuant to the Employment Arbitration Rules and Mediation Procedures of the AAA. The Arbitrator may proceed to an award notwithstanding the failure of any party to participate in such proceedings. Except as set forth in Section 18, above, the arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of this Agreement, including any question regarding dispute as to whether (i) a particular claim is subject to arbitration hereunder, and/or (ii) any part of this Section 26 is void or voidable. The costs of the arbitration and arbitrator fees shall be borne equally by the parties, and each party shall bear its existenceown legal costs and related expenses in connection with any arbitration. However, validity if Executive is the prevailing party in any final and binding arbitral award on a material issue in the arbitration proceeding, the Company shall reimburse Executive for Executive’s reasonable attorney’s fees incurred in connection with the arbitration. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. The Arbitrator may allow discovery in its discretion but shall be mindful of the Parties’ goal of settling disputes in the most efficient manner possible. The Arbitrator shall be empowered to impose sanctions and to take such other actions as the Arbitrator deems necessary to the same extent a judge could impose sanctions or termination, or regarding a breach hereof take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days waived. The award of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 Arbitrator shall be referred by any such party to, (a) the sole and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration exclusive remedy of the International Chamber of Commerce parties, (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or partiesb) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant partiesparties hereto except for any appeals provided by the Federal Arbitration Act, and (c) in writing and shall state the reasons for the award. Each Only the state and federal courts sitting in Houston, Texas shall have jurisdiction to enter a judgment upon any award rendered by the Arbitrator, and the parties hereby consent to the personal jurisdiction of such courts and waive any objection that such forum is inconvenient. Unless prohibited by law, the parties agree to take all steps necessary to protect the confidentiality of the three Dispute and all materials from the arbitration in connection with any court proceeding, agree to use their reasonable best efforts to file all Confidential Information (3and all documents containing Confidential Information) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately under seal in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costsany court proceeding permitted herein, and any other costs associated with agree to the arbitration, proceedings for entry of an appropriate protective order encompassing the recognition and enforcement confidentiality terms of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingsthis Agreement. The parties further agree that This Section 26 shall not preclude (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the parties at any time from agreeing to pursue non-enforcing binding mediation of the Dispute prior to arbitration hereunder (provided that neither party (shall be obligated to participate in non-binding mediation against its will) or parties) and (ii) notwithstanding anything the Company from pursuing the remedies available under Section 18 in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementjurisdiction.

Arbitration. A. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section IX for which the Dispute is deemed to arise in accordance with this Section 12.14 shall Company may, but will not be referred by any such party required to, and shall seek injunctive relief) will be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in Parsippany, pursuant New Jersey, to Section 12.1 hereof. The place of arbitration shall be Londonthe American Arbitration Association, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each arbitration rules of the three American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (320) arbitrators shall be an attorney with at least days, either party, upon ten (10) years of practice (at least five (5) of which must be predominately days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. B. The decision of corporate law) the arbitrator on the points in dispute will be final, unappealable and who has served binding, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as an otherwise provided in this Agreement, the arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award will be authorized to apportion its fees and expenses and the prevailing party (or parties) its reasonable attorneys’ fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, arbitration administrative fees, panel member the fees and costsexpenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. Notwithstanding the foregoing, Executive shall be entitled to receive reimbursement of all fees and cost incurred by Executive in connection with any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved arbitration in the recognition and enforcement proceedings. event Executive is deemed to have prevailed in such arbitration as determined by the arbitrator. D. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 XVII has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section XVII will be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof.

Arbitration. Any (a) Subject to the provisions of the second paragraph of Section 1 and Section 9(b) hereof, any dispute, controversy or claim (“Dispute”) between an Indemnitee and Archipelago LLC arising out of, of or relating to or in connection with concerning the provisions of this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and Agreement shall be finally settled byby arbitration in Chicago, arbitration under Illinois before, and in accordance with the Rules of Arbitration rules then obtaining of the International Chamber of Commerce American Arbitration Association (the “RulesAAA”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules commercial arbitration rules of the AAA. (b) Notwithstanding the provision of Section 9(a) and in accordance with the requirements following addition to its right to submit any dispute or controversy to arbitration, Archipelago LLC may bring an action or special proceeding in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each a state or federal court of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately competent jurisdiction sitting in the areas State of corporate law) and who Illinois, whether or not an arbitration proceeding has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (theretofore been or parties) its attorneys’ fees and costsis ever initiated, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both temporarily, preliminarily or permanently enforcing the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms provisions of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision award, and, for the purposes of this Section 9(b), each Indemnitee (i) expressly consents to the application of Section 9(c) hereof to any such action or award. Notwithstanding any provision proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate and (iii) irrevocably appoints the General Counsel of Archipelago LLC, c/o Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 as such Indemnitee’s agent for service of process in connection with any such action or proceeding, who shall promptly advise such Indemnitee of any such service of process. (i) Each Indemnitee hereby irrevocably submits to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws exclusive jurisdiction of any state or federal court located in the State of DelawareIllinois over any suit, including action or proceeding arising out of or relating to or concerning this Agreement that is not otherwise arbitrated according to the Uniform Arbitration Act (10 Del. C. § 5701 et seq.provisions of Section 9(a) (hereof. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The parties acknowledge that the “Delaware Arbitration Act”)forum designated by this Section 9(c) has a reasonable relation to this Agreement, and to the parties’ relationship with one another. IfNotwithstanding the foregoing, nevertheless, it nothing herein shall be determined by a preclude Archipelago LLC from bringing any action or proceeding in any other court for the purpose of competent jurisdiction that any provision or wording enforcing the provisions of this Section 12.149. (ii) The agreement of an Indemnitee as to forum is independent of the law that may be applied in the action, including and each Indemnitee agrees to this forum even if the Rulesforum may under applicable law choose to apply non-forum law. Each Indemnitee hereby waives, shall be invalid or unenforceable under to the Delaware Arbitration Act, or other fullest extent permitted by applicable law, any objection which such invalidity shall Indemnitee now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 9(c)(i). The parties undertake not invalidate all to commence any action arising out of or relating to this Agreement in any forum other than the forum described in this Section 12.149(c). In that caseThe parties agree that, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other fullest extent permitted by applicable law, anda final and non-appealable judgment in any such suit, action or proceeding in the event any such term or provision cannot be so limited, this Section 12.14 court shall be construed to omit such invalid or unenforceable provision, but for conclusive and binding upon the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementparties.

Arbitration. (a) Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cansuch dispute that is not be resolved by good faith discussions between the relevant parties within ninety (90) days of after the date on which the Dispute is deemed to arise of such request for mediation in accordance with this Section 12.14 Article 29 may be referred to and decided by arbitration, except for disputes based, in whole or in part, on Article 14 (USE OF NAME AND TRADEMARKS) hereof; Article 15 (LIMITED WARRANTY) hereof; Article 18 (PATENT INFRINGEMENT) hereof; Article 19 (INDEMNIFICATION) hereof; the validity of any claim of any patent or patent application within Regents' Patent Rights; or infringement by a party hereto, or a third party, of any claim of any patent within Regents' Patent Rights. Such referral to arbitration shall be referred made by any such notifying the other party to, and shall be finally settled by, arbitration under and in writing in accordance with the Rules provisions of Arbitration Article 20 (NOTICES) hereof, stating the nature of the International Chamber of Commerce dispute to be resolved. (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or partiesb) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be Londonheld in San Diego, United KingdomCalifornia, and shall be conducted in accordance with the English languageCommercial Arbitration Rules of the American Arbitration Association then in effect or any successor thereto. None of the arbitrators selected by the parties to conduct such arbitration shall be employees of the parties. If the parties cannot agree on mutually satisfactory arbitrators within thirty (30) days of Exclusive License Agreement Page 24 of 25 Case No. SD97-026 the request of any party hereto for arbitration hereunder, such arbitrators shall forthwith be appointed pursuant to the aforesaid rules of the American Arbitration Association. The arbitrators shall establish an arbitration timetable resulting in a hearing, within one hundred and twenty (120) days of the original request to arbitrate. (c) The arbitrators as a panel may grant injunctions and any and all other forms of relief in such dispute permitted under the American Arbitration Association rules then in effect or successor thereto; provided, however, that such panel shall not award punitive damages and shall not award costs and expenses, including attorney's fees and expenses. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, panel shall be in writing and is final final, conclusive and binding on the relevant partiesparties to such arbitration, and shall not be appealable. Each The decision of the three (3) arbitrators panel shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately enforceable in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementjurisdiction.

Arbitration. Any disputeThe parties agree that any claim, controversy controversy, or claim dispute between Employee and the Company (“Dispute”including without limitation Company’s affiliates, officers, employees, representatives, or agents) arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceother than a dispute concerning the breach or threatened breach of Section 7 of this Agreement, validity or termination, or regarding shall be submitted to and settled by arbitration before a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days single arbitrator in a forum of the date on which American Arbitration Association (“AAA”) located in Broward County in the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, State of Florida and shall be finally settled by, arbitration under and conducted in accordance with the National Rules for the Resolution of Arbitration of Employment Disputes. In such arbitration: (a) the International Chamber of Commerce (arbitrator shall agree to treat as confidential evidence and other information presented by the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice parties to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in same extent as Confidential Information under this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which Agreement must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid held confidential by the non-enforcing party Employee, (b) the arbitrator shall have no authority to amend or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction modify any of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement and (c) the arbitrator shall governhave ten business days from the closing statements or submission of post-hearing briefs by the parties to render their decision. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision All AAA-imposed costs of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delawaresaid arbitration, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). Ifarbitrator’s fees, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rulesif any, shall be invalid borne by Company. All legal fees incurred by the parties in connection with such arbitration shall be borne by the party who incurs them, unless applicable statutory authority provides for the award of attorneys’ fees to the prevailing party and the arbitrator’s decision and award provides for the award of such fees. Any arbitration award shall be final and binding upon the parties, and any court having jurisdiction may enter a judgment on the award. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or unenforceable demands by Employee, including without limitation any rights or claims the Employee may have under the Delaware Arbitration Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1991, the Equal Pay Act, the Family and Medical Leave Act, or any other applicable lawfederal, such invalidity shall not invalidate all state or local laws or regulations pertaining to Employee’s employment or the termination of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this AgreementEmployee’s employment.

Arbitration. Notwithstanding anything to the contrary (including, without limitation, any other written agreement by and between you and any Lemonade Entity): i. Any disputecontroversy, controversy dispute or claim arising out of or relating to this Agreement or the breach hereof (a “Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved settled by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall mutual agreement will be finally settled byby binding arbitration in New York, arbitration under and in accordance with the Rules of Arbitration jurisdiction of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when American Arbitration Association or other mutually agreeable alternative arbitration dispute resolution service, before a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, single arbitrator appointed in accordance with the Rules and arbitration rules of the American Arbitration Association or other selected service, modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding arbitration proceedings. ii. The decision of the arbitrator on the relevant partiespoints in dispute will be final, non-appealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. iii. Each The fees and expenses of the three (3) arbitrators shall arbitrator will be an 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 ten (10) years of practice (at least five (5) of which must be predominately one material issue involved in any Dispute commencing during the areas of corporate law) and who has served as an arbitrator Change in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel Control Protection Period, the Company shall award the prevailing party (or parties) its reimburse you for all reasonable attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated in connection with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingssuch Dispute. iv. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 9(f) has been included to the contrary resolve any Disputes, and without inconsistency with that this arbitration provision, the parties consent to the non-exclusive jurisdiction Section 9(f) will be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedor actions seeking an injunction or temporary restraining order. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply or otherwise allows any litigation regarding a Dispute to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until proceed, the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contraryparties hereto hereby waive, this Section 12.14 shall be construed to the maximum extent possible allowed by law, any and all right to comply a trial by jury in or 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 laws rules and regulations of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, Securities and Exchange Commission or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtgovernment agencies, the parties have no desire existence of any controversy hereunder, the referral of any such controversy to have arbitration or the Delaware Arbitration Act apply to this Agreementstatus or resolution thereof.

Arbitration. Any disputeExcept for disputes arising under Section 5 of this Agreement (including, controversy without limitation, any claim for injunctive relief), any controversy, dispute or claim (“Dispute”) arising out of, of or relating to or in connection with this Agreement, including any question regarding or its existenceinterpretation, validity application, implementation, breach or terminationenforcement which the Parties are unable to resolve by mutual agreement, shall be settled by submission by either Executive or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days Company of the date on which controversy, claim or dispute to binding arbitration in San Xxxx, Puerto Rico (unless the Dispute is deemed Parties agree in writing to arise a different location), before a single arbitrator in accordance with this Section 12.14 the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. In any such arbitration proceeding the Parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be referred accompanied by any such party toa reasoned opinion, and shall be finally settled byfinal, arbitration under binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in accordance with any court having jurisdiction thereof. The Company will bear the Rules of Arbitration totality of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, arbitrator’s and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules administrative fees and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant partiescosts. Each of party shall bear its or his litigation costs and expenses (including, without limitation, legal counsel fees and expenses); provided, however, that the three (3) arbitrators arbitrator shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in have the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall discretion to award the prevailing party (reimbursement of its or parties) its his reasonable attorneys’ fees and costs. Upon the request of either of the Parties, at any time prior to the beginning of the arbitration hearing the Parties may attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association. The Company will bear the totality of the mediator’s and administrative fees, panel member fees and costs. In any arbitration, neither of the Parties will be entitled to present, maintain or participate in a class, collective or representative complaint, and the arbitrator will have no authority over any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingssaid claims or actions. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award This covenant to arbitrate shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the partiesnot govern claims regarding workers’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for compensation under the terms of this Agreement and in no event may punitiveState Insurance Fund, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional state insurance for temporary disability or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et sequnemployment insurance benefits.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputeExcept as provided in Section 13.2(h), controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including if any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed not resolved in accordance with Section 13.1, then either Party may submit such Dispute for resolution through binding arbitration as follows: (a) A Party may submit such Dispute to arise arbitration by notifying the other Party in writing and demanding arbitration of such Dispute in accordance with this Section 12.14 shall be referred by any 13.2. Any such party to, and shall Dispute will be finally settled by, arbitration resolved under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”ICC), except as provided herein. (b) Within thirty (30) days after receipt of such notice, the Parties will each designate in writing an arbitrator, and within thirty (30) days those arbitrators shall designate a third arbitrator to resolve the Dispute provided however that if the Parties cannot agree on an arbitrator within such 30 day period, the arbitrator will be selected by the ICC. A Dispute In the event that there are more than two Parties that are parties to the arbitration proceedings, where there are multiple claimants or multiple respondents, the multiple claimants, jointly, and the multiple respondents, jointly, shall designate an arbitrator. The arbitrators will be deemed persons knowledgeable and experienced in the law concerning the subject matter of the dispute, and will not be a current or former Affiliate, employee, consultant, officer, director of either Party or a stockholder of either Party, or otherwise have any current or previous relationship with either Party or their respective Affiliates and will not be a resident or citizen of the Territory. The governing law of this Sublicense Agreement will govern any such proceedings. The language of the arbitration will be English. (c) Within thirty (30) days after the designation of the third arbitrator, the arbitrators and the Parties will meet, and each Party will provide to have arisen when the arbitrators a relevant party written summary of all disputed issues, such Party’s position on such disputed issues and such Party’s proposed ruling on the merits of each such issue. (d) The arbitrators will set a date for a hearing, which will be no later than 30 days (or partiessuch longer period agreed in writing by the Parties) gives notice to after the other to that effect, submission of written proposals pursuant to Section 12.1 hereof13.2(b), for the presentation of evidence and legal argument concerning each of the issues identified by the Parties. The place Parties will have the right to be represented by counsel. Except as provided in this Sublicense Agreement, the arbitration will be governed by the Rules of arbitration shall be London, United Kingdom, and shall be conducted Arbitration of the ICC pursuant to Section 13.2(a) (the Rules). (e) The arbitrators will each use his or her best efforts to rule on each disputed issue within 30 days (or such longer period agreed in writing by the English languageParties) after completion of the hearing described in Section 13.2(d). The decision or award determination of three (3) arbitrators, appointed in accordance with the Rules arbitrator as to the resolution of any dispute will be binding and in accordance with conclusive upon all Parties. All rulings of the requirements following in this Section 12.14, shall arbitrator will be in writing and is final and binding on will be delivered to the relevant partiesParties except to the extent the Rules provide otherwise. Each of Nothing contained herein will be construed to permit the three arbitrator to award punitive, exemplary or any similar damages. (3f) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved of the Parties in any arbitration, fees of the recognition arbitrator and enforcement proceedingscosts and expenses of the arbitration will be borne by the Parties in a proportion determined by the arbitrator. (g) Any arbitration pursuant to this Section 13.2 will be conducted in Paris, France. The parties further agree that (i) attorney’s fees any proceeding initiated to enter or confirm any arbitration award may be entered in and costs associated enforced by any court with jurisdiction, including a court sitting in New York City, New York. In this respect the successful recognition Parties irrevocably and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties unconditionally consent to the non-exclusive exercise of personal jurisdiction by the courts in New York in such proceedings. (h) The Parties acknowledge and agree that the breach by any Party of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Sublicense Agreement shall governrelated to the protection of trade secrets or confidentiality would not be fully compensable by money damages and would result in irreparable harm to the other Party. Notwithstanding anything in this Section 12.14 to 13, each Party will have the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof right to seek interim provisional injunctive or injunctive other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by from a court of competent jurisdiction as may be necessary to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration, including any breach or threatened breach of Sections 10.1 and 12.5. The parties agree that any provision such request for injunctive or wording equitable relief may be brought in a court sitting in New York City, New York and the Parties irrevocably and unconditionally consent to the exercise of this Section 12.14, including personal jurisdiction by the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, courts in New York in such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementproceedings.

Arbitration. Any disputeExcept to the extent provided in Section 22.1 above, any controversy of any nature whatsoever, including but not limited to tort claims or claim contract disputes, between the parties to this Agreement (“Dispute”including their directors, officers, employees, agents, successors and assigns) arising out of, relating to the formation, execution, interpretation, breach or in connection with enforcement of this Agreement, including any question regarding its existenceshall be submitted to arbitration before the American Arbitration Association ("AAA"), validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, its rules then in effect and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration substantive law of the International Chamber State of Commerce (California and the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant partiesStates. Each of the three (3) arbitrators parties to this Agreement shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served appoint one person as an arbitrator in at least five (5) International Chamber to hear and determine such disputes, and if they should be unable to agree, then the two arbitrators shall choose a third arbitrator from a panel made up of Commerce arbitrationsexperienced arbitrators selected pursuant to the procedures of the AAA and, once chosen, the third arbitrator's decision shall be final, binding and conclusive upon the parties to this Agreement. The arbitration panel shall award of the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may be confirmed by any state or federal court of competent jurisdiction, and may be challenged only award damages upon the grounds provided in Section 10 of the Federal Arbitration Act, Title 9, United States Code. This agreement to arbitrate shall survive the execution of this Agreement. THE RIGHT TO ARBITRATE IS INTEGRAL TO AND NOT SEVERABLE FROM THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS ARBITRATION AGREEMENT AND KNOWINGLY CONSENT TO ITS CONSEQUENCES, INCLUDING THE WAIVER OF THE RIGHT TO LITIGATE CERTAIN DISPUTES. The expenses of such arbitration will be borne by the losing party or in such proportion as provided for under the terms arbitrators will decide. A material or anticipatory breach of any section of this Agreement and in no event may punitive, consequential and special damages be awarded. In will not release either party from the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording obligations of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.1422. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.(SIGNATURE PAGE FOLLOWS)

Arbitration. Any disputeThe parties agree that any claim, controversy controversy, or claim dispute between Executive and the Company (“Dispute”including without limitation Company’s franchisees, officers, employees, representatives, or agents) arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceother than a dispute concerning the breach or threatened breach of Section 6 or 7 of this Agreement, validity or termination, or regarding shall be submitted to and settled by arbitration before a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days single arbitrator in a forum of the date on which American Arbitration Association (“AAA”) located in Broward County in the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, State of Florida and shall be finally settled by, arbitration under and conducted in accordance with the National Rules for the Resolution of Arbitration of Employment Disputes. In such arbitration: (a) the International Chamber of Commerce (arbitrator shall agree to treat as confidential evidence and other information presented by the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice parties to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in same extent as Confidential Information under this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which Agreement must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid held confidential by the non-enforcing party Executive, (b) the arbitrator shall have no authority to amend or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction modify any of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement and (c) the arbitrator shall governhave ten business days from the closing statements or submission of post-hearing briefs by the parties to render its decision. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision All AAA-imposed costs of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delawaresaid arbitration, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). Ifarbitrator’s fees, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rulesif any, shall be invalid borne by Company. All legal fees incurred by the parties in connection with such arbitration shall be borne by the party who incurs them, unless applicable statutory authority provides for the award of attorneys’ fees to the prevailing party and the arbitrator’s decision and award provides for the award of such fees. Any arbitration award shall be final and binding upon the parties, and any court having jurisdiction may enter a judgment on the award. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or unenforceable demands by Executive, including, without limitation, any rights or claims the Executive may have under the Delaware Arbitration Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1991, the Equal Pay Act, the Family and Medical Leave Act, or any other applicable lawfederal, such invalidity shall not invalidate all state or local laws or regulations pertaining to Executive’s employment or the termination of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this AgreementExecutive’s employment.

Arbitration. Any dispute, controversy or claim (“Dispute”) dispute arising out of, of or relating to or in connection with this Agreement, including any question regarding its existencethe breach, termination or validity thereof, which has not been resolved through the procedures provided in subsections (b) or termination(c) above, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, resolved by arbitration under and in accordance with the Rules of Arbitration rules for non-administered arbitration of the International Chamber of Commerce Institute for Conflict Prevention and Resolution (the “CPR Rules”)) then currently in effect. A Dispute shall be deemed to have arisen when a relevant party Either Member may initiate such arbitration proceedings within fifteen (or parties15) gives notice days after the initial mediation session, to the other extent the Members have not otherwise agreed to that effect, pursuant to Section 12.1 hereofextend the time for mediation or resolved the dispute. The place of arbitration shall be Londonconducted by (i) by a sole arbitrator if the dispute involves less than $500,000, United Kingdomand (ii) by a panel of three independent and impartial arbitrators if the dispute involves in excess of $500,000. All arbitrators shall be agreed upon by the Members or, failing such agreement, shall be appointed under the CPR Rules. The arbitration will proceed in accordance with the CPR Rules and shall be conducted in the English languageTulsa, Oklahoma. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, Members agree that any arbitration shall be in writing kept confidential and is final and binding on the relevant parties. Each any element of the three such arbitration (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (including but not limited to any pleadings, briefs or parties) its attorneys’ fees and costsother documents submitted or exchanged, arbitration administrative fees, panel member fees and costsany testimony or other oral submissions, and any other costs associated with awards) shall not be disclosed beyond the arbitral tribunal, the Members, their counsel and any persons necessary to conduct the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved except as may be required in the recognition and enforcement proceedings, if any, or in order to satisfy disclosure obligations imposed by any Applicable Law. The parties further Members agree that (i) attorney’s fees and costs associated to cooperate in providing each other with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 all discovery, including but not limited to the contrary exchange of documents and without inconsistency with this arbitration provision, the parties consent depositions reasonably related to the non-exclusive jurisdiction of issues in the arbitration. If the Members are unable to agree on any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as matter relating to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrarysuch discovery, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it such difference shall be determined by a the arbitrators. The award of the arbitrators shall be final and binding upon the Members, and shall not be subject to any appeal or review. Judgment upon the award may be obtained and entered in any federal or state court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementjurisdiction.

Arbitration. Any dispute, The parties to this Agreement agree that final and binding arbitration shall be the sole recourse to settle any claim or controversy or claim (“Dispute”) arising out of, of or relating to a breach or in connection with the interpretation of this Agreement, including any question regarding its existenceexcept as either party may be seeking injunctive relief. Either party may file for arbitration. A claimant seeking relief on a claim for benefits, validity or terminationhowever, must first follow the procedure in Section 12 hereof and may file for arbitration within sixty (60) days following claimant’s receipt of the Administrator’s written decision on review under Section 12(c) hereof, or regarding a breach hereof which cannot be resolved by good faith discussions between if the relevant parties Administrator fails to provide any written decision under Section 12 hereof, within ninety (90) 60 days of the date on which such written decision was required to be delivered to the Dispute is deemed to arise in accordance with this Section 12.14 claimant as therein provided. The arbitration shall be referred by any such party toheld at a mutually agreeable location, and shall be finally settled by, arbitration under subject to and in accordance with the Rules of Arbitration arbitration rules then in effect of the International Chamber American Arbitration Association; provided that if the location cannot be agreed upon the arbitration shall be held in either Atlanta, Georgia, or Chicago, Illinois, whichever location is closer to the principal office where the Executive was employed on Date of Commerce (Termination. The arbitrator may award any and all remedies allowable by the “Rules”)cause of action subject to the arbitration, but the arbitrator’s sole authority shall be to interpret and apply the provisions of this Agreement. A Dispute In reaching its decision the arbitrator shall have no authority to change or modify any provision of this Agreement or other written agreement between the parties. The arbitrator shall have the power to compel the attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be final and binding on the parties without appeal to any court. Upon execution of this Agreement, the Executive shall be deemed to have arisen when a relevant party (waived any right to commence litigation proceedings regarding this Agreement outside of arbitration or parties) gives notice injunctive relief without the express consent of ProAssurance. The Companies shall pay all arbitration fees and the arbitrator’s compensation. If the Executive prevails in the arbitration proceeding, the Companies shall reimburse to the other Executive the reasonable fees and expenses of Executive’s personal counsel for his or her professional services rendered to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted the Executive in the English language. The decision or award of three (3) arbitrators, appointed in accordance connection with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. A. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section IX for which the Dispute is deemed to arise in accordance with this Section 12.14 shall WEX may, but will not be referred by any such party required to, and shall seek injunctive relief) will be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved will deliver a written notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such written notice may be submitted by either party, upon ten (10) days prior written notice to that effectthe other party, pursuant to Section 12.1 hereof. The place of arbitration shall be Londonin Portland, United KingdomMaine, and shall be conducted in to the English language. The decision or award of three (3) arbitratorsAmerican Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, National Rules for the Resolution of Employment Disputes, modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on the points in dispute will be final and binding, and judgment on the award may be entered in accordance with the requirements following any court having jurisdiction thereof. C. Except as otherwise provided in this Section 12.14Agreement, shall the arbitrator will be in writing authorized to apportion his/her fees and is final expenses as the arbitrator deems appropriate. In the absence of any such apportionment, the fees and binding on the relevant parties. Each expenses of the three (3) arbitrators shall arbitrator will be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in borne equally by each party, and each party will bear the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees expenses of its or his own attorney. D. The parties agree that this Section XVII has been included to rapidly and costsinexpensively resolve any disputes between them with respect to this Agreement, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction XVII will be grounds for dismissal of any court identified in action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award, or matters covered by Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedIX. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to proceed, the contrary, this Section 12.14 shall be construed parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation and do hereby consent to the maximum extent possible to comply with jurisdiction of the laws of appropriate court within the State of DelawareMaine. E. The parties will keep confidential, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). Ifand will not disclose to any person, nevertheless, it shall except as may be determined required by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all the existence of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtcontroversy hereunder, the parties have no desire referral of any such controversy to have arbitration or the Delaware Arbitration Act apply to this Agreementstatus or resolution thereof.

Arbitration. Any dispute, controversy controversies or claim (“Dispute”) disputes arising out of, of or relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot Agreement shall be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, binding arbitration under and in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the International Chamber event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of Commerce (whom shall preside jointly over the “Rules”)matter. A Dispute The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be deemed to have arisen when a relevant party (or parties) gives notice made available to the other to that effect, pursuant to Section 12.1 hereofparty for review and copying no later than thirty (30) days after the notice of arbitration is served. The place arbitrator(s) shall not have the authority to modify any provision of arbitration this Agreement or to award punitive damages. The arbitrator(s) shall be London, United Kingdom, have the power to issue mandatory orders and shall be conducted restraint orders in connection with the English languagearbitration. The decision or award of three (3rendered by the arbitrator(s) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. Each of the three (3) arbitrators The agreement to arbitrate shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award specifically enforceable under the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with law. During the arbitration, proceedings for the recognition and enforcement continuance of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provisionproceeding, the parties consent Parties shall continue to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for perform their respective obligations under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement. BY AGREEING TO ARBITRATION, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contraryTHE PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING THEIR RIGHTS TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, any party maySUCH AS A COURT ACTION OR ADMINISTRATIVE PROCEEDING, without inconsistency with this arbitration provisionINCLUDING BUT NOT LIMITED TO WAIVING THE RIGHT TO A TRIAL BY JURY, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqTO SETTLE THEIR DISPUTES.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating in any way to this Agreement or in connection with this Agreement, including any question regarding its existence, validity the other agreements contemplated hereby or termination, the transactions arising hereunder or regarding a breach hereof which thereunder that cannot be resolved by good faith discussions between the relevant parties within ninety negotiation pursuant to paragraph (90a) days of the date on which the Dispute is deemed to arise above shall, be settled exclusively by binding arbitration in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under Hong Kong and in accordance with the current Commercial Arbitration Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingsCommerce. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms subject matter of this Agreement and in no event may punitive, consequential and special damages be awardedcontract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in the judgment of the arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by any conflict between party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the Rules and any provision arbitration hearing. The arbitrator shall render his or her award within 90 days of this Agreement, this Agreement shall governthe conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided in this Section 12.14 16.15 and without prejudice to the contraryabove procedures, any either party may, without inconsistency with this arbitration provision, may apply to any court identified in Section 12.15 hereof of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to seek interim provisional avoid irreparable damage or injunctive relief to preserve the status quo until such time as the arbitration panel is convened and available to hear such party's request for temporary relief. The award is rendered or by the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 arbitrator shall be construed final and not subject to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall judicial review and judgment thereon may be determined by a entered in any court of competent jurisdiction that jurisdiction. Any monetary award will be made and payable in U.S. dollars free of any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, tax or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementdeduction.

Arbitration. Any dispute, controversy or claim A Party desiring arbitration hereunder will give written notice of arbitration to the other Party containing a concise description of the matter submitted for arbitration (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days Notice of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “RulesArbitration”). A Dispute shall If the Parties fail to jointly appoint an Arbitrator within fifteen (15) Business Days of the receipt of the Notice of Arbitration, an Arbitrator will be deemed to have arisen when designated by a relevant party (or parties) gives notice judge of the Ontario Superior Court of Justice upon application by either Party. The Arbitrator may determine all questions of law, fact and jurisdiction with respect to the other dispute or arbitration (including questions as to that effect, pursuant whether a dispute is arbitrable) and all matters of procedure relating to Section 12.1 hereofthe arbitration. The place Arbitrator may grant legal and equitable relief (including injunctive relief), award costs (including legal fees and the costs of arbitration shall be London, United Kingdomthe arbitration), and shall award interest. The arbitration will be conducted in English in the English languageCity of Toronto (or as otherwise agreed to by the Parties) at such place therein and time as the Arbitrator may fix. The Arbitrator shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change this Agreement in any manner. Unless otherwise agreed by the Parties, the Arbitrator’s written decision will be delivered to each Party within sixty (60) calendar days following the conclusion of the arbitration hearing. Each Party shall bear (and be solely responsible for) its own costs incurred during the arbitration process, and, unless otherwise provided in the arbitral award, each Party shall bear (and be solely responsible for) its equal share of the costs of the arbitrator. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall Arbitrator will be in writing and is final and binding upon the Parties. There will be no appeal from the decision of the Arbitrator to any court, except on the relevant parties. Each ground that the conduct of the three Arbitrator, or the decision itself, violated the provisions of the Arbitration Act, 1991 (3Ontario) arbitrators shall or solely on a question of law as provided for in such act. Judgment upon any award rendered by the Arbitrator may be an attorney with at least ten (10) years of practice (at least five (5) of entered in any court having jurisdiction thereof. Submission to arbitration under this Agreement is intended by the Parties to preclude any action in matters which must may be predominately in the areas of corporate law) arbitrated hereunder, save and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings except for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which Dispute that cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall Subsections (a) above may be referred settled by final and binding arbitration to be conducted by an arbitration tribunal in Boston Massachusetts pursuant to the rules of American Arbitration Association (“AAA”) then in effect (or at any such party to, and shall be finally settled by, time or at any other place or under any other form of arbitration under and in accordance with mutually acceptable to the Rules of Arbitration of the International Chamber of Commerce (the “Rules”parties so involved). A Dispute shall be deemed The party initiating arbitration will provide written notice of its intent to have arisen when submit the matter for arbitration. Such notice will contain a relevant statement identifying the claim for arbitration and specifying the initiating party's designated arbitrator. Within twenty (20) days following such notice of arbitration, the other party (or parties) gives will appoint its designated arbitrator and provide notice to the other initiating party. If such party fails to that effectappoint an arbitrator within the applicable 10-day period and give timely notice of such appointment to the initiating party, pursuant to Section 12.1 hereofthen the arbitration service provider selected by the parties shall select an arbitrator and such selection shall be binding on all parties. The place third arbitrator will be selected by the two arbitrators so chosen. Each party shall bear and pay the costs of the arbitrator appointed by (or for) it and the cost of the third arbitrator will be borne and paid equally by the parties. Notwithstanding the above, for disputes of less than $150,000, one arbitrator will be used as agreed by both parties. If both parties fail to agree on one arbitrator, then AAA shall select an arbitrator and such selection shall be binding on all parties. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. Each party shall pay for and bear the cost of its own experts, evidence, and counsel's fees. The expenses of the arbitration shall be London, United Kingdom, and shall be conducted in borne equally by the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with parties to the arbitration, proceedings for unless the recognition and enforcement arbitrator determines that another allocation of any arbitral award and such expenses is equitable. Notwithstanding the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything agreement to arbitrate contained in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrarySubsection (b), any party may, without inconsistency with this arbitration provision, may apply to any court identified in Section 12.15 hereof having jurisdiction to enforce this Agreement to seek interim provisional or injunctive relief so as to maintain the status quo until the arbitration award is rendered or the controversy dispute is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqresolved.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating in any way to this Agreement or in connection with this Agreement, including any question regarding its existence, validity the other agreements contemplated hereby or termination, the transactions arising hereunder or regarding a breach hereof which thereunder that cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed negotiation pursuant to arise in accordance with this Section 12.14 paragraph 23.16.1 above shall be referred settled exclusively by any such party to, and shall be finally settled by, binding arbitration under in Hong Kong and in accordance with the current Commercial Arbitration Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingsCommerce. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms subject matter of this Agreement and in no event may punitive, consequential and special damages be awardedcontract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountants and other experts) plus interest, to the prevailing party to the extent that in the judgment of the arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by any conflict between party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the Rules and any provision arbitration hearing. The arbitrator shall render his or her award within 90 days of this Agreement, this Agreement shall governthe conclusion of the arbitration hearing. Notwithstanding anything in this Section 12.14 to the contrarycontrary provided in paragraphs 23.16.1 and 23.16.2 and without prejudice to the above procedures, any either party may, without inconsistency with this arbitration provision, may apply to any court identified in Section 12.15 hereof of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to seek interim provisional avoid irreparable damage or injunctive relief to preserve the status quo until such time as the arbitration panel is convened and available to hear such party’s request for temporary relief. The award is rendered or by the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 arbitrator shall be construed final and not subject to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall judicial review and judgment thereon may be determined by a entered in any court of competent jurisdiction that jurisdiction. Any monetary award will be made and payable in U.S. dollars free of any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, tax or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementdeduction.

Arbitration. 24.1 Any dispute arising out of or relating to this Agreement, or the breach thereof, which is not resolved by the Parties acting through their Authorized Representatives shall be settled by arbitration to the extent permitted by the laws applicable to the Parties; provided, however, that no Party to the dispute shall be bound to any greater extent than any other Party to the dispute. Arbitration shall not apply to any dispute or matter that is within the jurisdiction of any regulatory agency. 24.2 Any demand for arbitration shall be made by written notice to the other Party setting forth in adequate detail the nature of the dispute, controversy the issues to be arbitrated, the amount or claim amounts, if any, involved in the dispute, and the remedy sought. Within twenty (“Dispute”20) arising out ofdays from the receipt of such notice, relating the other Party may submit its own written statement of the dispute and may set forth in adequate detail any additional related matters or issues to be arbitrated. 24.3 Within thirty (30) days after delivery of the written notice demanding arbitration, the Parties acting through their Authorized Representatives shall meet for the purpose of selecting an arbitrator. The Parties may agree upon a single arbitrator, but in the event that they cannot agree, three arbitrators shall be used. Each Party shall designate one arbitrator, and the two arbitrators shall then select a third arbitrator. All arbitrators shall be persons skilled and experienced in the field in which the dispute has arisen and no person shall be eligible for appointment as an arbitrator who is or has been an officer or employee of either of the Parties or otherwise interested in connection the matter to be arbitrated. Should either party refuse or neglect to appoint an arbitrator or to furnish the arbitrators with any papers or information demanded, the arbitrators are empowered, by both Parties, to proceed without the participation or assistance of that Party. 24.4 Except as otherwise provided in this Section, the arbitration shall be governed by the rules and practices of the American Arbitration Association, or a similar organization if the American Arbitration Association should not at the time exist. 24.5 Arbitration proceedings shall be held in Imperial, California, at a time and place to be selected by the arbitrators. The arbitrators shall hear evidence submitted by the Parties and may call for additional information which shall be furnished by the Party having such information. The arbitrators shall have no authority to call for information not related to the issues included in the dispute or to determine other issues not in dispute. 24.6 If there is only one arbitrator, his decision shall be binding and conclusive on the Parties. If there are three arbitrators, the decision of any two shall be binding and conclusive. The decision of the arbitrators shall contain findings regarding the issues involved in the dispute, including the merits of the positions of the Parties, the materiality of any default, and the remedy or relief to which a Party shall be entitled. The arbitrators may not grant any remedy or relief which is inconsistent with this Agreement, including any question regarding its existence, validity nor shall the arbitrators make findings or termination, or regarding a breach hereof which candecide issues not be resolved by good faith discussions between the relevant parties within ninety (90) days in dispute. 24.7 The fees and expenses of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 arbitrators shall be referred shared equally by any such party tothe Parties, and shall be finally settled by, arbitration under and in accordance with unless the Rules of Arbitration decision of the International Chamber arbitrators specifies one other apportionment. All other expenses and costs of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, borne by the Party incurring such expenses and shall be conducted in the English language. The costs. 24.8 Any decision or award of three (3) arbitrators, appointed in accordance with granted by the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must final and judgement may be predominately entered on it in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, jurisdiction. This agreement to arbitrate shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementspecifically enforceable.

Arbitration. Any disputeExcept as provided in Section 9(e) hereof, controversy or claim (“Dispute”) in the event that there shall be a dispute among the parties arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceor the breach thereof, validity or termination, or regarding a breach hereof which cannot the parties agree that such dispute shall be resolved by good faith discussions between final and binding arbitration in Newark, New Jersey, administered by the relevant American Arbitration Association (the “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If the Executive, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within ninety fifteen (9015) days after a party requests arbitration, the arbitrator shall be selected by the Executive and the Company from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the date request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on which the Dispute is deemed to arise in accordance with this Section 12.14 list shall be referred by any such party to, and the arbitrator. This selection process shall be finally settled by, arbitration under and in accordance with take place within the Rules of Arbitration two (2) business days following both parties’ receipt of the International Chamber list of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately potential arbitrators. Hearings in the areas arbitration proceedings shall commence within twenty (20) days of corporate law) and who has served the selection of the arbitrator or as an soon thereafter as the arbitrator in at least five (5) International Chamber of Commerce arbitrationsis available. The arbitrator shall deliver his or her opinion within twenty (20) days after the completion of the arbitration panel hearings. The arbitrator’s decision shall award be final and binding upon the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and may be entered and enforced in any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording by either of this Section 12.14the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply arbitrator pursuant to this Agreement, the arbitrator’s fees and expenses shall be shared equally by the parties.

Arbitration. Any disputeThe parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and Executive agree that, with the express exception of any dispute or controversy arising under Sections 12 and 13 of this Agreement, any controversy or claim (“Dispute”) arising out of, of or in any way relating to Executive’s employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, shall be settled by arbitration in New Jersey, or such other place agreed to by the parties, as follows: Any such arbitration shall be heard by a single arbitrator. Except as the parties may otherwise agree, the arbitration, including the procedures for the selection of an arbitrator, shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA"). All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrator shall have the discretion to award costs and/or attorneys' fees as he or she deems appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amounts that are in any way punitive in nature. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is intended that controversies or claims submitted to arbitration under this Section 9 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of any persons concerning them, shall be disclosed to third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with this Agreementsuch arbitration. Notwithstanding the foregoing, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days each of the date on which parties agrees that, prior to submitting a dispute under this Agreement to arbitration, the Dispute is deemed parties agree to arise in accordance with this Section 12.14 shall be referred by any such submit for a period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party tomediator under the auspices of JAMS, and shall be finally settled byNew York, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party New York Resolutions Center (or parties) gives notice to the other to that effectany successor location), pursuant to Section 12.1 hereof. The place the procedures of arbitration shall be London, United Kingdom, and shall be JAMS International Mediation Rules conducted in the English language. The decision New Jersey (however, such mediation or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, obligation to mediate shall be in writing and is final and binding on the relevant parties. Each not suspend or otherwise delay any termination or other action of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in Company or affect the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any Company’s other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqrights).) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating Either Party may initiate binding arbitration with respect to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved the matters first submitted to mediation by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise providing Notice in accordance with this Section 12.14 shall be referred by any such party to10.08 of a demand for binding arbitration before a single, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce neutral arbitrator (the “RulesArbitrator”)) within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section 12.02, above. A If Notice of arbitration is not provided by either Party within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section 12.02 above, the Dispute resolution process shall be deemed complete and further resolution of such Dispute shall be deemed barred, without regard to have arisen when a relevant party (any other limitations period set forth by law or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereofstatute. The place of arbitration shall be London, United Kingdom, and shall be conducted Parties will cooperate with one another in selecting the English language. The decision or award of three Arbitrator within sixty (360) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each days after Notice of the three demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than one hundred eighty (3180) arbitrators shall be an attorney with at least ten (10) years days from the date of practice (at least five (5) Notice of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrationsdemand. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costsIf, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provisiontheir good faith efforts, the parties consent Parties are unable to agree upon a mutually-acceptable Arbitrator, the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages Arbitrator will be appointed as provided for under 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 terms 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 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 Agreement and agreement to arbitrate, will be determined by binding arbitration before the Arbitrator, in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply accordance with the laws of the State of DelawareCalifornia, including without regard to principles of conflicts of laws. Except as provided for herein, the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (arbitration will be conducted by the “Delaware Arbitration Act”)Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated. IfAbsent the existence of such rules and procedures, nevertheless, it shall the arbitration will be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including conducted in accordance with the Rules, shall be invalid or unenforceable under the Delaware California Arbitration Act, or other applicable lawCalifornia Code of Civil Procedure Section 1280 et seq. and California procedural law (including the Code of Civil Procedure, such invalidity shall not invalidate all Civil Code, Evidence Code and Rules of this Section 12.14Court, but excluding local rules). In Notwithstanding the rules and procedures that casewould otherwise apply to the arbitration, this Section 12.14 shall be construed so as and unless the Parties agree to limit any term or provision so as to make it valid or enforceable within a different arrangement, the requirements place of the Delaware Arbitration Act or other applicable lawarbitration will be in Los Angeles County, andCalifornia. Also notwithstanding the rules and procedures that would otherwise apply to the arbitration, in and unless the event such term or provision cannot Parties agree to a different arrangement, discovery will be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtlimited as follows: (a) Before discovery commences, the parties have no desire Parties shall exchange an initial disclosure of all documents and percipient witnesses which they intend to have rely upon or use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (b) The initial disclosure will occur within thirty (30) days after the Delaware Arbitration Act apply to this Agreement.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;

Arbitration. Any dispute, controversy or claim (“Dispute”) The parties recognize the disputes as to certain matters may from time to time arise during the term of this Agreement which relate to either party's rights and/or obligations hereunder. It is the objective of the parties to establish procedures to facilitate the resolution of disputes arising out of, relating under this Agreement in an expedient manner by mutual cooperation and without resorting to or in connection with arbitration. The parties agree that prior to any arbitration concerning this Agreement, including CFFT's President and SGX's President will meet in person or by video conferencing in a good faith effort to resolve any question regarding its existencedisputes concerning this Agreement. Within thirty (30) days of a formal request by either party to the other, validity any party may, by written notice to the other, have such dispute referred to their respective officers designated for attempted resolution by good faith negotiations, such good faith negotiations to begin within thirty (30) days after such notice is received. Any dispute arising out of or termination, relating to this Agreement which is not resolved between the parties or regarding a breach hereof which cannot the designated officers of the parties pursuant to this Section 9 will be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on arbitration conducted in Chicago, Illinois under the relevant parties. Each then current Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration will be conducted by three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately who are knowledgeable in the areas of corporate law) subject matter which is at issue in the dispute. One arbitrator will be selected by CFFT and who has served as an one arbitrator in at least five (5) International Chamber of Commerce arbitrationswill be selected by SGX and the third arbitrator will be appointed by the AAA. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with In conducting the arbitration, proceedings the arbitrator will determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the parties must expend for discovery (and provided that the recognition arbitrators will permit such discovery they deem necessary to permit an equitable resolution of the dispute) and enforcement will be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, specific performance or replevin of property. The arbitrators will also be able to award actual or general damages, but will not award any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingsother form of damage (e.g., consequential, punitive or exemplary damages). The parties further agree that (i) attorney’s will share equally the arbitrator's fees and costs associated with expenses pending the successful recognition and enforcement resolution of an arbitral award shall always be paid by the arbitration unless the arbitrators require the non-enforcing prevailing party (to bear all or parties) and (ii) notwithstanding anything in this Section 12.14 to any portion of the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14the prevailing party. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including arbitrators will be final and binding and may be enforced by the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, party in whose favor it shall be determined by a runs in any court of competent jurisdiction that any provision or wording at the option of such party. Notwithstanding anything to the contrary in this Section 12.149.2, including either party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any breach of Section 6 hereof, or otherwise to enforce and protect the Rulespatent rights, shall be invalid or unenforceable under the Delaware Arbitration Actcopyrights, trademarks, or other applicable law, intellectual property rights owned or controlled by such invalidity shall not invalidate all of this Section 12.14party. In that caseno event will a demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on such claim, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act dispute or other matter in question would be barred by the applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance statute of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementlimitations.

Arbitration. Any (a) Except as otherwise expressly provided herein, any dispute, controversy or claim (“Dispute”) arising out of, relating to of or in connection with this Agreement, including any question regarding its existenceor the interpretation, breach, termination or validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety thereof (90“Dispute”) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, resolved by arbitration under and in accordance with the Commercial Arbitration Rules of the American Arbitration of the International Chamber of Commerce Association (“AAA”) then in effect (the “Rules”). A Dispute , except as modified herein and such arbitration shall be deemed to have arisen when a relevant party (or parties) gives notice to administered by the other to that effect, pursuant to Section 12.1 hereofAAA. The place of arbitration shall be LondonNew York, United Kingdom, and New York. (b) There shall be conducted in one arbitrator who shall be agreed upon by the English languageparties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. The decision or award of three (3) arbitratorsIf any arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the Rules listing, striking and ranking procedure in accordance the Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by the requirements following in this Section 12.14AAA shall be a retired judge or a practicing attorney with no less than fifteen years of experience with corporate matters and an experienced arbitrator. In rendering an award, the arbitrator shall be required to follow the laws of the state of Delaware. (c) The award shall be in writing and shall briefly state the findings of fact and conclusions of law on which it is based. The arbitrator shall not be permitted to award punitive, multiple or other non-compensatory damages. The award shall be final and binding on upon the relevant parties. Each of the three (3) arbitrators parties and shall be an attorney with at least ten the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Judgment upon the award may be entered in any court having jurisdiction over any party or any of its assets. Any costs or fees (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its including attorneys’ fees and costsexpenses) incident to enforcing the award shall be charged against the party resisting such enforcement. (d) All Disputes shall be resolved in a confidential manner. The arbitrator shall agree to hold any information received during the arbitration in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the arbitration administrative fees, panel member fees and costs, and or any other costs associated with the information about such arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with to the successful recognition and arbitration shall not disclose any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as may be required by law, regulatory or governmental authority or as may be necessary in an action in aid of arbitration or for enforcement of an arbitral award shall always be paid award. Before making any disclosure permitted by the preceding sentence (other than private disclosure to financial regulatory authorities), the party intending to make such disclosure shall use reasonable efforts to give the other party reasonable written notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. (e) Barring extraordinary circumstances (as determined in the sole discretion of the arbitrator), discovery shall be limited to pre-hearing disclosure of documents that each side will present in support of its case, and non-enforcing privileged documents essential to a matter of import in the proceeding for which a party (or parties) and (ii) notwithstanding anything in this Section 12.14 has demonstrated a substantial need. The parties agree that they will produce to the contrary and without inconsistency with this arbitration provision, the parties consent to the each other all such requested non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition privileged documents, except documents objected to and enforcement of both the arbitral award and the parties’ agreement as with respect to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional which a ruling has been or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to sought from the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act arbitrator. There will be no depositions. (10 Del. C. § 5701 et seq.f) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined Any claim brought by a court of competent jurisdiction that Member must be brought in such Member’s individual capacity and not as a plaintiff or class member in any provision purported class, collective or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementrepresentative proceeding.

Arbitration. Any (a) Subject to Section 12(b), any dispute, controversy or claim (“Dispute”) between Employee and any member of the Company Group arising out of, of or relating to this Agreement or in connection Employee’s employment or engagement with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days member of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall Company Group will be finally settled byby arbitration in Houston, arbitration under and Texas in accordance with the Rules of then-existing American Arbitration of the International Chamber of Commerce Association (“AAA”) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 12 shall be heard by a single arbitrator (the “RulesArbitrator”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed selected in accordance with the Rules then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in accordance with a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The Arbitrator shall expeditiously hear and decide all matters concerning the requirements following dispute. Except as expressly provided to the contrary in this Section 12.14Agreement, the Arbitrator shall be in writing and is final and binding on have the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that power to (i) attorney’s fees gather such materials, information, testimony and costs associated with evidence as the successful recognition Arbitrator deems relevant to the dispute before him or her (and enforcement of an arbitral award shall always be paid each party will provide such materials, information, testimony and evidence requested by the non-enforcing party (or parties) Arbitrator), and (ii) notwithstanding anything grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. (b) Notwithstanding Section 12(a), either party may make a timely application for, and seek to obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Sections 9 through 11; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 12. (c) By entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in this Section 12.14 12 shall prohibit a party to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of a litigation initiated by a person or entity that is not a party to this Agreement. Further, this Agreement shall govern. Notwithstanding anything nothing in this Section 12.14 to the contrary12 precludes Employee from filing a charge or complaint with a federal, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, state or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementgovernmental administrative agency.

Arbitration. Any disputeNotwithstanding anything herein to the contrary, controversy or claim (“Dispute”) in the event that there shall be a dispute among the parties arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceor the breach thereof, validity or termination, or regarding a breach hereof which cannot the parties agree that such dispute shall be resolved by good faith discussions between final and binding arbitration in New York City, New York, administered by the relevant American Arbitration Association (the “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If employee, on the one hand, and employer, on the other hand, do not agree on the arbitrator within ninety fifteen (9015) days after a party requests arbitration, the arbitrator shall be selected by employer and employee from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the date request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on which the Dispute is deemed to arise in accordance with this Section 12.14 list shall be referred by any such party to, and the arbitrator. This selection process shall be finally settled by, arbitration under and in accordance with take place within the Rules of Arbitration two (2) business days following both parties’ receipt of the International Chamber list of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately potential arbitrators. Hearings in the areas arbitration proceedings shall commence within twenty (20) days of corporate law) and who has served the selection of the arbitrator or as an soon thereafter as the arbitrator in at least five (5) International Chamber of Commerce arbitrationsis available. The arbitrator shall deliver his or her opinion within twenty (20) days after the completion of the arbitration panel hearings. The arbitrator’s decision shall award be final and binding upon the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and may be entered and enforced in any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording by either of this Section 12.14the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply arbitrator pursuant to this Agreement, the arbitrator’s fees and expenses shall be shared equally by the parties.

Arbitration. Any 9.1 The parties hereto agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration pursuant to the terms hereof. 9.2 It shall be a condition precedent to the right of any party hereto to submit any matter to arbitration pursuant to the provisions hereof that any party intending to refer any matter to arbitration shall have given prior written notice of its intention to do so to the other party together with written particulars of the matte in dispute. On the expiration of 10 days from the date such notice is deemed delivered, controversy or claim (“Dispute”) arising out ofthe party who gave such notice may proceed to refer the dispute to arbitration as provided in paragraph 9.3 hereof. 9.3 The party desiring arbitration shall appoint one arbitrator, relating and shall notify the other party of such appointment, and the other party shall, within 15 days after such notice is deemed delivered, appoint an arbitrator, and the two arbitrators so named, before proceeding to or in connection with this Agreementact, including any question regarding its existenceshall, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) 30 days of the date appointment of the last appointed arbitrator, unanimously agree on which the Dispute appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other party shall fail to appoint an arbitrator within 15 days after notice of the appointment of the first arbitrator is deemed to arise in accordance with this Section 12.14 delivered, the first arbitrator shall be referred the only arbitrator. If the two arbitrators appointed by any such party to, and the parties shall be finally settled by, arbitration under and in accordance with unable to agree on the Rules of Arbitration appointment of the International Chamber chairman, the chairman shall be appointed under the provisions of Commerce the Commercial Arbitration Act (the “Rules”British Columbia). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to Except as specifically otherwise provided in this paragraph, the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and herein provided for shall be conducted in the English languageaccordance with such Act. The decision chairman, or award of three (3) arbitratorsin the case where only one arbitrator is appointed, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14single arbitrator, shall be fix a time and place in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costsVancouver, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof British Columbia for the purpose of any proceeding for recognition hearing the evidence and enforcement representations of both the arbitral award and the parties’ agreement as to costs , and he shall preside over the arbitration and determine all questions of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as procedure not provided for under such Act or this paragraph. After hearing any evidence and representations that the terms parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of this Agreement and in no event may punitive, consequential and special damages be awardedthe parties. In the event The expense of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to paid as specified in the maximum extent possible to comply with award. 9.4 The parties agree that the laws award of a majority of the State arbitrators, or in the case of Delawarea single arbitrator, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rulessuch arbitrator, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all final and binding upon each of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementthem.

Arbitration. Any (a) The Parties shall retain all rights and remedies available to them under law, in equity, or otherwise with respect to any dispute, claim or controversy or claim (“Dispute”) arising out of, relating to to, concerning, involving, or in connection with requiring the interpretation of the provisions of Paragraphs 11-12 of this Agreement, including and any question regarding its existencesuch dispute, validity claim or termination, or regarding a breach hereof which cancontroversy shall not be resolved by good faith discussions between subject to arbitration under this Paragraph 13 or otherwise. The Parties consent to the relevant parties within ninety (90) days exclusive jurisdiction of the date on which state and federal courts located in borough of Manhattan in New York City, New York. (b) All other disputes, claims or controversies arising out of or relating to this Agreement or Executive’s employment with the Dispute is deemed to arise in accordance with this Section 12.14 Company shall be referred settled by any such party to, confidential arbitration initiated within the applicable statute of limitations period and administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes in the form obtaining when the arbitration is initiated. The determination of the arbitrator shall be finally settled by, arbitration under final and binding on the Parties and judgment upon the award rendered by the arbitrator may be entered in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereofany court having jurisdiction thereof. The place of arbitration shall be London, United Kingdom, and the New York City metropolitan area. (c) The arbitrator shall be conducted selected by mutual agreement of the Parties. If the Parties are not able to agree upon an available arbitrator within seven days of the initiation of the arbitration, the Parties shall obtain from the National Academy of Arbitrators a panel of seven available arbitrators and the arbitrator shall be selected by each Party striking the name of one arbitrator in the English languageturn, until only one name of an available arbitrator remains. The decision or award Party initiating the arbitration shall make the first strike within 48 hours of three receiving the panel list and each successive strike shall be made within 48 hours of the previous strike. (3d) arbitrators, appointed in accordance Consistent with the Rules and expedited nature of arbitration, each Party will, upon written request of the other Party, promptly provide the other with copies of documents on which the producing Party may rely in accordance with support of or in opposition to any claim or defense. Any dispute regarding discovery, or the requirements following in this Section 12.14scope thereof, shall be in writing and is final and binding on determined by the relevant partiesarbitrator, which determination shall be conclusive. Each All discovery shall be completed within 30 days following the appointment of the three arbitrator. (3e) arbitrators The arbitrator may grant any remedy or relief that would be available in a court of law provided, however, that the arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The Parties hereby expressly waive any right to a jury trial and this waiver of a jury trial is absolute under this agreement to arbitrate. (f) Except as may be required by law, neither Party nor an arbitrator may disclose the existence, content, any documents received in discovery, or results of any arbitration hereunder without the prior written consent of both Parties. (g) Unless otherwise determined by the arbitrator, each Party shall be an attorney with at least ten responsible for its own fees and expenses (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its including all attorneys’ fees and costs, arbitration administrative witness fees, panel member fees and costs, and any other costs associated with ) incurred by the Party in the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating Either Party may initiate binding arbitration with respect to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved the matters first submitted to mediation by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise providing Notice in accordance with this Section 12.14 shall be referred by any such party to10.08 of a demand for binding arbitration before a single, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce neutral arbitrator (the “RulesArbitrator”)) within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section 12.02, above. A If Notice of arbitration is not provided by either Party within sixty (60) days following the unsuccessful conclusion of the mediation provided for in Section 12.02 above, the Dispute resolution process shall be deemed complete and further resolution of such Dispute shall be deemed barred, without regard to have arisen when a relevant party (any other limitations period set forth by law or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereofstatute. The place of arbitration shall be London, United Kingdom, and shall be conducted Parties will cooperate with one another in selecting the English language. The decision or award of three Arbitrator within sixty (360) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each days after Notice of the three demand for arbitration and will further cooperate in scheduling the arbitration to commence no later than one hundred eighty (3180) arbitrators shall be an attorney with at least ten (10) years days from the date of practice (at least five (5) Notice of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrationsdemand. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costsIf, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provisiontheir good faith efforts, the parties consent Parties are unable to agree upon a mutually-acceptable Arbitrator, the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages Arbitrator will be appointed as provided for under 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 terms 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 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 Agreement and agreement to arbitrate, will be determined by binding arbitration before the Arbitrator, in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply accordance with the laws of the State of DelawareCalifornia, including without regard to principles of conflicts of laws. Except as provided for herein, the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (arbitration will be conducted by the “Delaware Arbitration Act”)Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Arbitrator is associated. IfAbsent the existence of such rules and procedures, nevertheless, it shall the arbitration will be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including conducted in accordance with the Rules, shall be invalid or unenforceable under the Delaware California Arbitration Act, or other applicable lawCalifornia Code of Civil Procedure Section 1280 et seq. and California procedural law (including the Code of Civil Procedure, such invalidity shall not invalidate all Civil Code, Evidence Code and Rules of this Section 12.14Court, but excluding local rules). In Notwithstanding the rules and procedures that casewould otherwise apply to the arbitration, this Section 12.14 shall be construed so as and unless the Parties agree to limit any term or provision so as to make it valid or enforceable within a different arrangement, the requirements place of the Delaware Arbitration Act arbitration will be in Los Angeles County, California. Also notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, 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 other applicable law, and, in use at any arbitration proceeding (except for documents and witnesses to be used solely for impeachment); (b) The initial disclosure will occur within thirty (30) days after the event initial conference with the Arbitrator or at such term or provision cantime as the Arbitrator may order; (c) Discovery may commence at any time after the Parties’ initial disclosure; (d) The Parties will not be so limitedpermitted to propound any interrogatories or requests for admissions; (e) Discovery will be limited to twenty-five (25) document requests (with no subparts), this Section 12.14 shall be construed to omit such invalid three (3) lay witness depositions, and three (3) expert witness depositions (unless the Arbitrator holds otherwise following a showing by the Party seeking the additional documents or unenforceable provisiondepositions that the documents or depositions are critical for a fair resolution of the Dispute or that a Party has improperly withheld documents); (f) Each Party is allowed a maximum of three (3) expert witnesses, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.excluding rebuttal experts;

Arbitration. Any disputeIn the event the Parties cannot reach an amicable settlement through the informal dispute resolution process set forth in Article 39.1., controversy the Parties agree that any dispute or claim (“Dispute”) issue arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceor the breach, validity termination or terminationinvalidity thereof, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under by binding arbitration. The Parties elect to have the any and all disputes be governed in accordance with the International Arbitration Rules of the American Arbitration of the International Chamber of Commerce (the “Rules”)Association. A Dispute This agreement to arbitrate shall be deemed to have arisen when binding upon the Parties, their principals, successors, assigns and Affiliates. The dispute shall be decided by a relevant party tribunal of three (or parties3) gives notice neutral arbitrators. Each Party shall appoint an arbitrator, obtain its appointee’s acceptance of such appointment, and deliver written notification of such appointment and acceptance to the other Party within thirty (30) days after delivery of the Notice of Arbitration. The two appointed arbitrators shall jointly appoint the third arbitrator, obtain the appointee’s acceptance of such appointment and notify the Parties in writing of such appointment and acceptance within thirty (30) days after their appointment and acceptance. The third arbitrator shall serve as the chairperson of the tribunal. The arbitration award shall be based on and accompanied by a written opinion containing findings of fact and conclusions of law. The governing law provision of this Agreement shall apply. After the arbitrators are selected, they shall have sole jurisdiction to hear such applications, except that effectthe Parties agree that any measures ordered by the arbitrator may be immediately and specifically enforced by a court otherwise having jurisdiction over the Parties. The Parties hereto agree that the arbitration award shall be final and binding upon the Parties hereto, pursuant and that judgment on the arbitration award may be entered in any court, including as set forth in Article 40.3. or any court in any country worldwide having jurisdiction thereof in order to Section 12.1 hereofenforce the arbitration award. Service of process in any action arising out of or relating to this Agreement may be served on any Party to this Agreement anywhere in the world by delivery in person against receipt or by registered or certified mail, return receipt requested, and each Party waives any right to challenge such service. THE ARBITRATION TRIBUNAL IS SPECIFICALLY DIVESTED OF ANY POWER TO AWARD ANY DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, OR STATUTORY DAMAGES IN EXCESS OF COMPENSATORY DAMAGES, OR ANY FORM OF DAMAGES IN EXCESS OF COMPENSATORY DAMAGES. The place of arbitration shall be LondonLos Angeles, California, United Kingdom, and States of America. The arbitration shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, All submissions shall be made in writing English or with a certified English translation. Witnesses may provide testimony in a language other than English, provided that a simultaneous English translation is provided. No Party may institute litigation concerning a dispute or issue relating to this Agreement until the informal dispute resolution process and arbitration has been completed unless, and to the extent that, doing so is final and binding on necessary to avoid irreparable harm to the relevant partiesinitiating Party. Each of To the three (3) arbitrators fullest extent permitted by law, all dispute resolution proceedings shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately maintained in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid confidence by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqParties.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute17.1 If there shall be any dispute under this Agreement (excluding that related to the Price Disagreement set forth in Article 7), controversy or claim the regular representatives of the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair to the Parties. If one Party notifies another Party that a dispute has arisen and the Parties are unable to resolve such dispute within a period of thirty (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (9030) days of from such notice, then the date on which matter shall be referred to arbitration under Article 17.2 17.2 If a dispute is not resolved in the Dispute is deemed to arise manner and within the period described in accordance with this Section 12.14 Article 17.1, the dispute shall be referred by any such party to, and shall be finally settled by, either Party for final settlement by arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (Commerce. One arbitrator appointed in accordance with said Rules shall decide the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. matters in dispute. 17.3 The place of arbitration shall be LondonNew York City, United KingdomNew York, and USA. The costs of arbitration, including reasonable attorneys’ fees, shall be conducted in awarded as the English languagearbitrator shall equitably determine. The decision or award shall set forth the legal and factual bases therefor. 17.4 The award of three (3) arbitratorsthe arbitrator shall be final and binding and not subject to any appeal. Judgment on the award may be entered in any court having jurisdiction thereof or having jurisdiction over the unsuccessful Party or its assets. 17.5 When adjudicating a dispute or proceeding among the Parties, appointed the arbitrator shall be instructed to first apply the contractual provisions hereof and the mutual intent of the Parties as set forth in this Agreement and any Annual Confirmations that are part of such dispute or proceeding. 17.6 If a dispute, controversy or claim other than an issue of material breach is submitted to arbitration pursuant to this Article 17, the Parties, during the period of such arbitral proceedings and pending the making of an arbitral award, shall continue to perform their respective obligations under this Agreement insofar as the circumstances reasonably shall allow without prejudice to a final adjustment in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved made in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs respect of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitivedispute, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional controversy or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqclaim.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding The parties hereto agree that if a breach hereof which canDispute arises between them that is not be resolved by good faith discussions between negotiation as provided in Section 9.9(A), then such Dispute, upon ten (10) days’ prior written notice from one party to the relevant parties within ninety other of its intent to arbitrate (90) days an “Arbitration Notice”), shall be submitted to and settled exclusively by final and binding arbitration in lieu of the date on which the Dispute is deemed to arise any judicial proceeding; provided, however, that nothing contained in accordance with this Section 12.14 9.9 shall preclude any party hereto from at any time seeking or obtaining from a court of competent jurisdiction (a) injunctive relief, or (b) equitable or other judicial relief to specifically enforce the provisions hereof or to preserve the status quo ante pending resolution of Disputes hereunder. Subject only to the foregoing, no such Dispute shall be referred made the subject of an action in a court of law or equity by any such party to, and hereto but shall be submitted to arbitration and finally settled by, arbitration under and determined in accordance with the Rules provisions of Arbitration of the International Chamber of Commerce (the “Rules”this Section 9.9(B). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of Such arbitration shall be Londonconducted by the American Arbitration Association in Chicago, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the Illinois before three (3) arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association existing at the date of submission of the Dispute to arbitration; provided, however, the parties shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately entitled to discovery as provided in the areas Federal Rules of corporate law) and who has served as Civil Procedure. If an arbitrator in at least five so selected becomes unable to serve, his or her successor shall be similarly selected or appointed. All arbitration hearings shall be conducted on an expedited schedule commencing not later than one hundred twenty (5120) International Chamber days following selection of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costsarbitrators, and any other costs associated with the arbitration, all proceedings for the recognition shall be confidential. Any party may at its expense make a stenographic record thereof. Each party shall pay its own expenses and enforcement each party shall pay one-half of any arbitral award and the costs and attorney’s fees involved in expenses of the recognition arbitrators and enforcement proceedingsthe American Arbitration Association. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral Any arbitration award shall always be paid by the non-enforcing party (or parties) binding and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, enforceable against the parties consent to the non-exclusive jurisdiction of hereto and judgment may be entered thereon in any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementjurisdiction.

Arbitration. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed otherwise relating to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement or to the breach, termination or validity hereof or any transaction contemplated hereby (any such controversy, dispute or claim being referred to as a "DISPUTE"), shall governbe finally settled by arbitration conducted expeditiously in accordance with the Commercial Arbitration Rules then in force (the "AAA RULES") of the American Arbitration Association (the "AAA"), with application of the following additional procedural requirements. Notwithstanding anything A single arbitrator (the "ARBITRATOR") shall be appointed by the AAA to consider such Dispute within five business days after the demand for arbitration is received by the AAA and the respondent in any such proceeding. The Arbitrator shall be a certified public accountant or attorney with no less than 15 years' experience in the practice of business accountancy or law who shall not have performed any legal services for any of the parties or person controlled by any of the parties for a period of five years prior to the date the demand for arbitration is received by the respondent. The situs for an arbitration pursuant to this Section 12.14 shall be as agreed to by the parties, failing which it shall be Hillsborough County, Florida. Each party may submit memoranda and other documentation as it or he deems appropriate to aid the formulation of the Arbitrator's decision, and request a hearing (which may be conducted in person or telephonically) so as to be able to present oral testimony and argument. A final arbitration decision and award shall be rendered as soon as reasonably possible and, in any event, within 30 business days following appointment of the Arbitrator; PROVIDED, however, that if the Arbitrator determines that fairness so requires, such period may be extended by no more than 30 additional days. The Arbitrator shall have the right and power to shorten the length of any notice periods or other time periods provided in the AAA Rules and to implement Expedited Procedures under the AAA Rules in order to ensure that the arbitration process is completed within the time frames provided herein. The arbitration decision or award shall be reasoned and in writing, and the Arbitrator shall have the right and authority to determine how the decision or award as to each issue and matter in dispute may be implemented or enforced. Any decision or award shall be final and conclusive on the parties; there shall be no appeal therefrom other than for claimed bias, fraud or misconduct by the Arbitrator; judgment upon any decision or award may be entered in any court of competent jurisdiction in the State of Florida or elsewhere; and the parties hereto consent to the contrary, application by any party may, without inconsistency with this arbitration provision, apply in interest to any court identified in Section 12.15 hereof to seek interim provisional of competent jurisdiction for confirmation or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration enforcement of such decision or award. Notwithstanding any provision The party against whom a decision or award is rendered shall pay the fees of the American Arbitration Association. Any arbitration held pursuant to the provisions of this Agreement Section shall, to the contraryextent not in conflict with the express terms of this Agreement, be governed by the Federal Arbitration Act and the Federal Rules of Civil Procedure. All arbitrations commenced pursuant to this Agreement while any other arbitration hereunder shall be in progress shall be consolidated and heard by the Arbitrator. Notwithstanding the foregoing, the Company, at its sole option, shall be entitled to enforce its rights, as contemplated by Section 7a hereof, to injunctive and other equitable relief in the event of a breach of Section 6 hereof or of any material term of a confidentiality or non-competition agreement to which the Company and the Executive shall then be parties, either by arbitration pursuant to this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a 7b or directly in any court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementjurisdiction.

Arbitration. (a) Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days matters covered by Section VIII of the date on Employment Agreement for which the Dispute is deemed to arise in accordance with this Section 12.14 Company may, but shall not be referred by any such party required to, and seek injunctive relief) shall be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved shall deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in New York, pursuant New York, to Section 12.1 hereof. The place of arbitration shall be Londonthe American Arbitration Association, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each arbitration rules of the three American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (320) arbitrators shall be an attorney with at least days, either party, upon ten (10) years of practice (at least five (5) of which must be predominately days’ notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. (b) The decision of corporate lawthe arbitrator on the points in dispute shall be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. (c) Except as otherwise provided in this Agreement, the arbitrator shall be authorized to apportion its fees and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award expenses and the prevailing party (or parties) its reasonable attorneys’ fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, arbitration administrative fees, panel member the fees and costsexpenses of the arbitrator shall be borne equally by each party, and any other costs associated with each party shall bear the arbitration, proceedings for the recognition fees and enforcement expenses of any arbitral award and the costs and its own attorney’s fees involved in the recognition and enforcement proceedings. . (d) The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 10 has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section 10 shall be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. (e) The parties shall keep confidential, and shall not disclose to any person, except to their respective counsel and as may be required by law or valid subpoena, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof, provided, however, that the Executive may also disclose such information to his immediate family.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceor the Executive's employment by the Employer under this Agreement, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred settled by any such party to, and shall be finally settled by, arbitration under and in accordance with the Employment Arbitration Rules of Arbitration and Mediation Procedures of the International Chamber of Commerce American Arbitration Association ("AAA"), and judgment rendered by the “Rules”)arbitrator may be entered in any court having jurisdiction thereover. A Dispute Provided, however, that nothing in this Section shall be deemed construed as to have arisen when deny the Employer or the Executive the right and power to seek and obtain injunctive relief in a relevant party (court of competent jurisdiction for any breach or parties) gives notice to threatened breach of the other to that effect, pursuant to Section 12.1 hereofcovenants in this Agreement. The place of arbitration shall be London, United Kingdom, and shall be conducted in Dallas, Texas, unless otherwise agreed by the English languageparties thereto. A party hereto shall initiate arbitration by sending written notice of its intention to arbitrate to the other party and to the AAA office located in Dallas, Texas. Parties shall have the same period of time to file claims as provided by the applicable statute of limitation for such claim. Such written notice will contain a description of the dispute and the remedy sought. In the event that the parties have not mutually agreed on an acceptable arbitrator within thirty (30) days after the demand for arbitration is filed, the arbitrator shall be appointed in the manner provided by the AAA's Employment Arbitration Rules and Mediation Procedures. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall arbitrator will be in writing and is final and binding on the relevant partiesparties hereto and their successors and assignees. Each Where consistent with applicable law, the arbitrator shall have the authority to order the non-prevailing party to pay the prevailing party's attorney's fees and all costs of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the will participate in good faith in a non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 binding mediation of their dispute at least 60 days prior to the contrary and without inconsistency with this date of the arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14hearing. The arbitration panel may only award damages as provided for under parties shall jointly select the terms of mediator but if they are unable to agree on a mediator, then the arbitrator shall appoint the mediator. The parties hereto intend that this Agreement and in no event may punitive, consequential and special damages agreement to arbitrate be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqirrevocable.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute, In the event of any controversy or claim (“Dispute”) arising out of, of or relating to or in connection with this Agreement, including any question regarding its existence, validity or terminationEmployee’s employment with the Bank, or regarding a breach hereof which cannot be resolved by the breach, termination or validity of this Agreement, the Parties will attempt in good faith discussions between to resolve such controversy or claim. If the relevant parties matter has not been resolved within ninety sixty (9060) days of the date on commencement of such discussions (which period may be extended by mutual agreement), then the Dispute is deemed Parties hereby agree to arise in accordance with this Section 12.14 shall be referred by any such party toimmediately submit the controversy to binding arbitration, and shall be finally settled by, arbitration under and in accordance with for the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed Parties agree to have arisen when waive their right to a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereofjury trial. The place of arbitration shall be Londonconducted by a single arbitrator mutually agreed upon by the Parties. If the Parties cannot agree upon an arbitrator, United Kingdom, and then each Party shall be conducted select an arbitrator who shall select a third arbitrator thereby resulting in the English language. The decision or award any arbitration panel of three (3) arbitratorsindividuals. Judgment upon the award rendered by the arbitrator(s) may be entered by a court having jurisdiction thereof. All proceedings relating to the Arbitration shall occur in Horry County, appointed in accordance with South Carolina. The arbitrator(s) shall have the Rules authority to resolve the legal disputes between the Parties, but shall not have the authority to abridge or enlarge the substantive rights or remedies available under existing law, and in accordance with shall determine the requirements following in this Section 12.14, shall be in writing rights and is final obligations of the Parties according to the substantive and binding on the relevant partiesprocedural laws of South Carolina. Each of the three Parties shall use all reasonable efforts to ensure that any arbitration proceeding is completed within one hundred and twenty (3120) arbitrators days following notice of a request for arbitration. The prevailing Party in any arbitration proceeding shall be entitled to an attorney with at least ten (10) years award of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the all reasonable out-of-pocket costs and attorney’s fees involved in the recognition and enforcement proceedingsexpenses. The parties further agree that Upon request of either Party, (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always arbitrator(s) may require that the subject arbitration proceedings be paid by the non-enforcing party (or parties) kept confidential, and (ii) notwithstanding anything in this Section 12.14 to no party shall disclose or permit the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction disclosure of any court identified information produced or disclosed in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both arbitration proceedings until the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14is final. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages A Party shall not be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or prevented from seeking temporary injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by before a court of competent jurisdiction that in an emergency or other urgent or exigent situation, but responsibility for resolution of any provision or wording of this Section 12.14, including the Rules, disputes shall be invalid or unenforceable under appropriately transferred to the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within arbitrator(s) upon appointment in accordance with the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementprovisions hereof.

Arbitration. A. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section IX for which the Dispute is deemed to arise in accordance with this Section 12.14 shall Cendant may, but will not be referred by any such party required to, and shall seek injunctive relief) will be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in New York, pursuant New York, to Section 12.1 hereof. The place of arbitration shall be Londonthe American Arbitration Association, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each arbitration rules of the three American Arbitration Association applicable to employment disputes, modified only as herein expressly provided. After the aforesaid twenty (320) arbitrators shall be an attorney with at least days, either party, upon ten (10) years of practice (at least five (5) of which must be predominately days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. B. The decision of corporate law) the arbitrator on the points in dispute will be final, unappealable and who has served binding, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as an otherwise provided in this Agreement, the arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award will be authorized to apportion its fees and expenses and the prevailing party (or parties) its reasonable attorneys’ fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, arbitration administrative fees, panel member the fees and costsexpenses of the arbitrator will be borne equally by each party, and any other costs associated with each party will bear the arbitration, proceedings for the recognition fees and enforcement expenses of any arbitral award and the costs and its own attorney’s fees involved in the recognition and enforcement proceedings. . D. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 XVII has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section XVII will be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof.

Arbitration. Any dispute(a) In the event that any grievance or dispute growing out of the interpretation or application of this Agreement is not settled through the grievance procedure of the preceding Section, controversy or claim the Union may request arbitration within thirty (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (9030) days from the last disposition thereof under Step 3 of Section 1 above. All such requests shall be in writing, addressed to the County Administrator and to the Sheriff, and shall state the precise issue to be decided, the specific portions of the date Agreement which are claimed to have been violated, and the basis on which such violation is claimed. If not so requested within said thirty (30) day period, the Dispute is deemed matter shall be considered settled on the basis of the last preceding disposition thereof. (b) Not more than one grievance or dispute may be submitted in one arbitration proceeding except by mutual agreement of the parties. (c) If the parties fail, within ten (10) days from the date the Employer receives such request, to arise agree upon an impartial arbitrator, the Union may submit the matter and obtain a panel of seven (7) arbitrators from the Federal Mediation and Conciliation Service. The matter may be submitted to one (1) arbitrator chosen by mutual agreement from the panel of seven (7) arbitrators. If the parties are unable to agree upon an arbitrator from this panel, the arbitrator shall be selected by each party alternately striking a name from the panel of arbitrators with the remaining name serving as the arbitrator. (d) After designation of such arbitrator, a hearing shall be held as soon as practicable and the arbitrator shall issue an opinion and award, both in accordance with this Section 12.14 said rules, which shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant partiesparties and the employees involved. Each Said award shall be subject to any law or governmental regulation applicable thereto. (e) The fee of the three (3) arbitrators arbitrator, his travel expenses and the cost of any room or facilities shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in borne equally by the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award parties, but the prevailing party (or parties) its attorneys’ fees and costswages of representatives, arbitration administrative feescounsel, panel member fees and costs, and any witnesses or other costs associated with persons attending the arbitration, proceedings for the recognition and enforcement hearing on behalf of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award either party shall always be paid borne by the non-enforcing party incurring them. (f) The arbitrator shall have no power to add to, subtract from or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provisionmodify, the parties consent to the non-exclusive jurisdiction any of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and Agreement, nor to make any recommendations with respect thereto. Neither shall he have power to establish or change any classification or wage rate, to rule on any claim arising under an insurance policy or retirement claim or dispute, or to rule on any matter covered by a statute or ordinance. The arbitrator shall have no authority to render a decision that would in no event may punitiveany way, consequential and special damages be awarded. In directly or indirectly, require the event of Employer to delegate, alienate or relinquish any conflict between the Rules and any provision of powers, duties, responsibilities, obligations or discretions which by law, or which by this Agreement, this Agreement are reserved to the Employer. Any award of the arbitrator shall govern. Notwithstanding anything not be retroactive more than thirty (30) days prior to the date the grievance was first submitted in writing in accordance with the grievance procedure established in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration Agreement. The arbitrator's decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed final and binding upon the Union, Employer and employees, subject to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. (a) Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between the relevant parties within ninety (90) days mutual agreement of the date on parties hereto (other than with respect to the matters covered by Section VII for which the Dispute is deemed to arise in accordance with this Section 12.14 Company may, but shall not be referred by any such party required to, and seek injunctive relief) shall be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party hereto who is aggrieved shall deliver a notice to the other party hereto setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in New Jersey, pursuant to Section 12.1 hereof. The place of arbitration shall be Londonthe American Arbitration Association, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each arbitration rules of the three American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (320) arbitrators shall be an attorney with at least days, either party hereto, upon ten (10) years of practice (at least five (5) of which must be predominately days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. (b) The decision of corporate lawthe arbitrator on the points in dispute shall be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. (c) Except as otherwise provided in this Agreement, the arbitrator shall be authorized to apportion its fees and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award expenses and the prevailing party (or parties) its reasonable attorneys’ fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, arbitration administrative fees, panel member the fees and costsexpenses of the arbitrator shall be borne equally by each party, and any other costs associated with each party shall bear the arbitration, proceedings for the recognition fees and enforcement expenses of any arbitral award and the costs and its own attorney’s fees involved in the recognition and enforcement proceedings. . (d) The parties further hereto agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 XV has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section XV shall be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party hereto with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. (e) The parties shall keep confidential, and shall not disclose to any person, except as may be required by law, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof.

Arbitration. Any disputeIf a dispute arises out of or relates to this Xxxx of Sale, or the breach thereof, and if such dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this Section 5. Failing an adequate resolution by mediation, any controversy or claim (“Dispute”) arising out of, of or relating to this Xxxx of Sale or in connection with this Agreementthe transactions contemplated hereby, including any question regarding its existencecontroversy or claim arising out of or relating to the Parties' decision to enter into this Xxxx of Sale, validity shall be 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 terminationsuccessor panel, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties if any). If within ninety (90) 45 days after service of the date on which demand for arbitration the Dispute Parties are unable to agree upon such an arbitrator who is deemed willing to arise serve, then an arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. Except as specifically provided in this Section 12.14 5, the arbitration shall be referred by any such party to, and shall be finally settled by, arbitration under and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall not render an award of the International Chamber of Commerce (the “Rules”)punitive damages. A Dispute Any arbitration hereunder shall be deemed to have arisen when a relevant party (or parties) gives notice held in Los Angeles, California. Expenses related to the other to that effectarbitration, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided in writing and is final and binding on the relevant parties. Each Section 9.15 of the three (3) arbitrators Purchase Agreement. The fees of the arbitrator and of the American Arbitration Association, if any, shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in divided equally among the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees Parties involved in the recognition and enforcement proceedingscontroversy. The parties further agree that (i) attorney’s fees and costs associated with Judgment upon the successful recognition and enforcement of an arbitral award shall always be paid rendered by the non-enforcing party arbitrator (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party which may, without inconsistency if deemed appropriate by the arbitrator, include equitable or mandatory relief with this arbitration provision, apply respect to performance of obligations hereunder) may be entered in any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementjurisdiction.

Arbitration. 24.1 Any dispute arising out of or relating to this Agreement, or the breach thereof, which is not resolved by the Parties acting through their Authorized Representatives shall be settled by arbitration to the extent permitted by the laws applicable to the Parties; provided, however, that no Party to the dispute shall be bound to any greater extent than any other Party to the dispute. Arbitration shall not apply to any dispute or matter that is within the jurisdiction of any regulatory agency. 24.2 Any demand for arbitration shall be made by written notice to the other Party setting forth in adequate detail the nature of the dispute, controversy the issues to be arbitrated, the amount or claim amounts, if any, involved in the dispute, and the remedy sought. Within twenty (“Dispute”20) arising out ofdays from the receipt of such notice, relating the other Party may submit its own written statement of the dispute and may set forth in adequate detail any additional related matters or issues to be arbitrated. 24.3 Within thirty (30) days after delivery of the written notice demanding arbitration, the Parties acting through their Authorized Representatives shall meet for the purpose of selecting an arbitrator. The Parties may agree upon a single arbitrator, but in the event that they cannot agree, three arbitrators shall be used. Each Party shall designate one arbitrator, and the two arbitrators shall then select a third arbitrator. All arbitrators shall be persons skilled and experienced in the field in which the dispute has arisen and no person shall be eligible for appointment as an arbitrator who is or has been an officer or employee of either of the Parties or otherwise interested in connection the matter to be arbitrated. Should either party refuse or neglect to appoint an arbitrator or to furnish the arbitrators with any papers or information demanded, the arbitrators are empowered, by both Parties, to proceed without the participation or assistance of that Party. 24.4 Except as otherwise provided in this Section, the arbitration shall be governed by the rules and practices of the American Arbitration Association, or a similar organization if the American Arbitration Association should not at the time exist. 24.5 Arbitration proceedings shall be held in Imperial, California, at a time and place to be selected by the arbitrators. The arbitrators shall hear evidence submitted by the Parties and may call for additional information which shall be furnished by the Party having such information. The arbitrators shall have no authority to call for information not related to the issues included in the dispute or to determine other issues not in dispute. 24.6 If there is only one arbitrator, his decision shall be binding and conclusive on the Parties. If there are three arbitrators, the decision of any two shall be binding and conclusive. The decision of the arbitrators shall contain findings regarding the issues involved in the dispute, including the merits of the positions of the Parties, the materiality of any default, and the remedy or relief to which a Party shall be entitled. The arbitrators may not grant any remedy or relief which is inconsistent with this Agreement, including any question regarding its existence, validity nor shall the arbitrators make findings or termination, or regarding a breach hereof which candecide issues not be resolved by good faith discussions between the relevant parties within ninety (90) days in dispute. 24.7 The fees and expenses of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 arbitrators shall be referred shared equally by any such party tothe Parties, and shall be finally settled by, arbitration under and in accordance with unless the Rules of Arbitration decision of the International Chamber arbitrators specifies some other apportionment. All other expenses and costs of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, borne by the Party incurring such expenses and shall be conducted in the English language. The costs. 24.8 Any decision or award of three (3) arbitrators, appointed in accordance with granted by the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must final and judgement may be predominately entered on it in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, jurisdiction. This agreement to arbitrate shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementspecifically enforceable.

Arbitration. 1. Any dispute, controversy grievance which involves the interpretation or claim (“Dispute”) arising out of, relating to or in connection with application of this Agreement, including and any question regarding its existencegrievance protesting the discharge of an employee and which remains unsettled after having been fully processed pursuant to the provisions of Article XIX shall, validity or terminationif agreeable to both the Union and the Company, or regarding be submitted to arbitration provided such request is made within thirty days after the decision of the Company has been given to the Union pursuant to Article XIX. 2. If, within ten days following the agreement for arbitration of such a breach hereof which grievance, the Company and the Union cannot mutually agree upon an arbitrator, they may jointly request the Federal Mediation and Conciliation Service to submit a panel of seven names from which an arbitrator shall be resolved by good faith discussions between the relevant parties within ninety (90) days chosen. Upon receipt of such panel, representatives of the date on which Company and the Dispute is deemed to arise Union shall strike in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration alternate turn one of the International Chamber of Commerce (names from the “Rules”). A Dispute panel list until six names have been so struck, whereupon the arbitrator whose names remains shall be deemed to be the arbitrator selected by mutual agreement of the parties. A second panel may be requested by mutual agreement of the parties. 3. The award of an arbitrator so selected upon any grievance so submitted to him shall be final and binding upon all parties to this Agreement. The arbitrator shall have arisen when no authority to add to, detract from or in any way alter the provisions of this Agreement. In addition, it is specifically agreed that no arbitrator shall have the authority to establish a relevant party (wage rate or parties) gives notice job classification, and that no provisions of this Agreement or other agreements between the parties shall be subject to arbitration pertaining in any way to the other establishment, administration, interpretation or application of Insurance, Pension and Income Extension plans in which employees covered by this Agreement are eligible to that effect, pursuant to Section 12.1 hereofparticipate. The place cost of any arbitration shall be London, United Kingdom, and shall be conducted in borne equally between the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award Company and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqUnion.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. A. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section IX for which the Dispute is deemed to arise in accordance with this Section 12.14 shall Company may, but will not be referred by any such party required to, and shall seek injunctive relief) will be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in New York, pursuant New York, to Section 12.1 hereof. The place of arbitration shall be Londonthe American Arbitration Association, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each arbitration rules of the three American Arbitration Association applicable to employment disputes, modified only as herein expressly provided. After the aforesaid twenty (320) arbitrators shall be an attorney with at least days, either party, upon ten (10) years of practice (at least five (5) of which must be predominately days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. B. The decision of corporate law) the arbitrator on the points in dispute will be final, unappealable and who has served binding, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as an otherwise provided in this Agreement, the arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award will be authorized to apportion its fees and expenses and the prevailing party (or parties) its reasonable attorneys’ fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, arbitration administrative fees, panel member the fees and costsexpenses of the arbitrator will be borne equally by each party, and any other costs associated with each party will bear the arbitration, proceedings for the recognition fees and enforcement expenses of any arbitral award and the costs and its own attorney’s fees involved in the recognition and enforcement proceedings. . D. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 XIV has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section XIV will be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof.

Arbitration. Any dispute(a) Subject to compliance with the provisions of clause 5, controversy and except in respect of those provisions of this GS Agreement which provide for their own remedies that would be incompatible with arbitration, or claim (“Dispute”) if either Party institutes an urgent action against the other in any court of competent jurisdiction, any dispute arising out of, relating to from or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall GS Agreement will be finally settled by, arbitration under and resolved in accordance with the Rules of the Arbitration Foundation of the International Chamber of Commerce Southern Africa (the “RulesFoundation”). A Dispute ) by an arbitrator appointed by the Foundation. (b) The arbitrator shall be deemed to have arisen when a relevant party (or parties) gives notice to selected based on the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed subject matter under dispute in accordance with the Rules and following procedure: (i) if the subject in dispute is primarily an accounting matter, then the Arbitrator shall be an independent accountant agreed upon between the Parties; (ii) if the subject in dispute is primarily a legal matter, then the Arbitrator shall be a practicing senior counsel with no less than 10 years standing agreed upon between the Parties; and (iii) if the subject in dispute is any other matter, then the Arbitrator shall be an independent person agreed upon between the Parties. (c) If the Parties cannot agree upon a particular arbitrator in accordance with Section 18.7(c) above within seven Business Days after the requirements following in this Section 12.14arbitration has been demanded, the arbitration shall be selected by the President of the General Council of the Bar of South Africa or his/her successors in writing and is final and title, within seven Business Days after the Parties have failed to agree. (d) An aggrieved Party may appeal against the arbitration award within 10 Business Days after receipt of the arbitration award by lodging a notice of appeal with the other Party. (e) Three practicing senior counsel of at least 15 years standing shall be appointed as chairpersons of the appeal. If the Parties are unable to agree on the chairpersons for the appeal, then Section 18.7(d) shall apply mutatis mutandis with the changes required by the context. The chairpersons shall meet the Parties within seven days after their appointment to determine the procedure for the appeal. (f) The Parties irrevocably agree the arbitration proceedings will be conducted in South Africa. (g) The Parties irrevocably agree that the decision in these arbitration proceedings shall be binding on the relevant parties. Each of the three (3) arbitrators them and shall be carried into effect as if adopted by an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement order of any arbitral award Court of competent jurisdiction. (h) This clause 18.7 will be severable from the rest of this GS Agreement so that it will operate and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that continue to operate notwithstanding any actual or alleged voidness, voidability, unenforceability, termination, cancellation, expiry, or accepted repudiation, of this GS Agreement. (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award Neither Party shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 entitled to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction withhold performance of any court identified of their obligations in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this GS Agreement and in no event may punitivepending the settlement of, consequential and special damages be awarded. In the event of or decision in, any conflict dispute arising between the Rules Parties, and any provision of this Agreement, this Agreement each Party shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible such circumstances continue to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording their obligations in terms of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this GS Agreement.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which canIf the Dispute is not be resolved by good faith discussions between the relevant parties within ninety (90) 45 days of the date on which of the Dispute is deemed Notice, or if the party receiving the Dispute Notice does not respond in writing to arise in accordance with this Section 12.14 shall be referred by any such the Dispute Notice within ten days after receiving the same, or if either party to, and shall be finally settled by, arbitration under and in accordance will not meet with the Rules other party within ten days after delivery of Arbitration of such response to the International Chamber of Commerce (Disputing Party, then the “Rules”). A Dispute shall be deemed resolved by a final and binding arbitration administered by AAA according to have arisen when its Rules of Practice and Procedure then in effect and the following procedures: (i) Unless barred by the statute of limitations, either party may initiate the arbitration process by serving, as in a relevant civil action, the other party with notice of the nature of the Dispute and a demand for arbitration ("Arbitration Demand"), which Arbitration Demand shall include a description of the Dispute, the amount involved and the remedy sought. The Dispute shall be waived and forever barred if on the date of the Dispute Notice, the Claim, if asserted in a civil action, would be barred by the applicable state or partiesfederal statute of limitations. (ii) gives notice The party commencing the arbitration process shall file a copy of the Arbitration Demand at the regional office of AAA located in the city in which the Company then operates its principal office, together with the appropriate filing fee as provided in AAA's existing fee schedule. (iii) If the responding party desires to file a response or counterclaim, it must do so within 20 days of service of the Arbitration Demand. Failure to file a counterclaim or response will not operate to delay the arbitration proceedings. (iv) After the filing of the Arbitration Demand, response and counterclaim, no further Claims or counterclaims may be made except on motion to the other to that effect, pursuant to Section 12.1 hereof. arbitrator. (v) The place of arbitration case shall be London, United Kingdom, and shall be conducted in the English language. The decision or award submitted to a panel of three (3) arbitrators, of which one arbitrator shall be appointed by each Member and the third arbitrator shall be appointed by the two designated arbitrators. If any designated arbitrator shall die, become incapable of, unwilling to, or unable to serve or proceed with the arbitration, a substitute arbitrator shall be appointed by the person who designated such arbitrator in this Section (c)(v), and such substituted arbitrator shall have all such powers as if he or she had been originally appointed herein. (vi) Should either party refuse or neglect to furnish the arbitrators with any papers or information demanded or in the event that either party shall fail to attend hearings before the arbitrators, the arbitrators are empowered by both parties to proceed ex parte. (vii) The AAA's Arbitration Administrator shall schedule a pre-hearing conference with the parties within 20 days after the date of the Arbitration Demand for the purpose of narrowing the issues, establishing a discovery schedule, arranging an acceptable procedure for any law and motion proceedings and in all respects arranging for the most expeditious hearing possible of the matters in dispute. (viii) Discovery shall be at the discretion of the arbitrator and allowed only upon a showing of good cause utilizing the following guidelines: (A) The arbitrator shall have discretion to order pre-hearing exchange of information, including but not limited to, the production of requested documents and exchanges of summaries of testimony of proposed witnesses; provided, however, that under all circumstances a party shall be entitled to receive from the other party any information or documents that it is entitled to receive or review under this Agreement and the right to receive the same shall not be subject to the arbitrator's discretion. (B) Each party may propound only one interrogatory requesting the names and addresses of the witnesses to be called at the arbitration hearing. (C) On a date to be determined at the pre-hearing conference, each party may serve one request for the production of documents. The documents are to be exchanged within five days of such request. (D) Each party may' depose up to six witnesses. Each deposition must be concluded within four hours and all depositions must be taken within 20 days of the pre-hearing conference. Any party deposing an opponent's expert must pay the expert's fee for attending the deposition. (ix) The arbitration hearing shall commence within 30 days of the pre-hearing conference and shall be conducted in accordance with the Rules and in accordance following: (A) The parties must file briefs with the requirements following arbitrator at least three days before the hearing, specifying the facts each intends to prove and analyzing the applicable law. (B) The parties have the right to representation by legal counsel throughout the arbitration proceedings. (C) Within reasonable limitations, both sides at the hearing may call and examine witnesses for relevant testimony, introduce relevant exhibits or other documents, cross-examine or impeach witnesses who shall have testified orally on any matter relevant to the issues, and otherwise rebut evidence, as long as these rights are exercised in this Section 12.14an efficient and expeditious manner. (D) A court reporter shall attend the arbitration proceedings and keep a stenographic record thereof. (E) Any party may request that oral evidence be given under oath. (F) The judicial rules in effect in the State of Delaware for-the conduct of non jury trials, including, but not limited to, the order of proof the conduct of the hearing and the presentation and admissibility of evidence, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately apply in the areas arbitration proceeding. (x) The issue of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrationswhether a Dispute is arbitrable hereunder shall also be subject to arbitration under this Appendix. The arbitration panel arbitrator shall award apply the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the substantive laws of the State of DelawareDelaware and the Federal law of the United States to the resolution of each Dispute and to the issue of arbitrability of any Dispute, including, but not limited to, the provisions of North Carolina statutory laws dealing with arbitration and the United States Arbitration Act, 9 U.S.C. § 1-16, as they may exist at the time of the Arbitration Demand, but only insofar as such statutes are not in conflict with this Agreement, and specifically excepting therefrom sections of such statutes dealing with discovery. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. (xi) The arbitrator's award shall be made in accordance with the following: (A) The decision shall be based on the evidence introduced at the hearing, including all logical and reasonable inferences therefrom. The arbitrator may grant any remedy or relief that is just and equitable, including, but not limited to, injunctive relief or specific performance. (B) The award must be made in writing and signed by the arbitrator and shall contain a concise statement of the reasons in support of the decision. (C) The award must be mailed promptly to the parties, but no later than 30 days from the closing of the hearing. (D) The award can be judicially enforced. The award shall be final and binding and there shall be no direct appeal from the award on the grounds of error in the application of the law. (E) The cost of the arbitration, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (fees and expenses of the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rulesarbitrator, shall be invalid or unenforceable under borne equally by the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14parties. In that case, this Section 12.14 Each party shall be construed so as to limit any term or provision so as to make it valid or enforceable within responsible for all other costs and expenses incurred by such party in connection with the requirements of the Delaware Arbitration Act or other applicable lawarbitration, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provisionincluding, but for the avoidance of doubtnot limited to, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementits attorneys' fees and costs.

Arbitration. (a) Any disputedispute arising under this Agreement or otherwise relating to Executive’s employment with NetIQ, controversy including the termination of, any condition of, or claim benefit with respect to, such employment (“Dispute”) arising out of), relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, resolved by arbitration under the administration of JAMS/Endispute and in accordance with the Rules of Arbitration of the International Chamber of Commerce then-current JAMS/Endispute employment arbitration rules and procedures (the “Rules”)) in the jurisdiction in which Executive is, or was, employed by NetIQ. A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place Copies of arbitration shall be London, United Kingdomthese rules are available at xxxx://xxx.xxxxxxx.xxx, and shall be conducted made available to Executive upon request. Any disputes concerning the enforcement, scope, or applicability of this Section 16 shall in the English language. The decision or award of three (3) arbitrators, appointed first instance be determined by the arbitrator in accordance with the Rules and in accordance with the requirements following in Federal Arbitration Act. Should either Executive or NetIQ disregard this Section 12.14, shall be 16 and initiate an action in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney any court or administrative agency with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 respect to the contrary and without inconsistency with this arbitration provisiona Dispute, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel other party may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that to order the matter to arbitration. The prevailing party in any provision such hearing shall be entitled to recover its reasonable costs and attorneys’ fees incurred in connection therewith. (b) Either Executive or wording NetIQ may initiate arbitration to resolve a Dispute by delivering to the other party through personal delivery, certified or registered mail, a written demand for arbitration. The demand shall include a concise statement of this Section 12.14the issue(s) to be arbitrated, including along with a statement setting forth the Rulesrelief requested. Along with the demand for arbitration, if Executive is the filing party, he shall submit a check or money order payable to “JAMS/Endispute” in the amount of one hundred twenty dollars ($120) as his portion of the administrative fees of the arbitration. Thereafter, the remaining costs of the arbitration (such as the arbitrator’s fees, costs of a court reporter, and room rental fees, if any), but not the cost of any transcript, shall be invalid or unenforceable paid by NetIQ. Any remaining fees and costs, including, but not limited to, attorneys’ fees shall, subject to any remedy to which the prevailing party may be entitled under the Delaware Arbitration Act, or other applicable law, be borne by each party to the same extent as that party would be responsible for such invalidity shall not invalidate all fees and costs were the Dispute litigated in court. Any demand for arbitration by Executive or NetIQ must be filed within the statute or statutes of limitation that is or are applicable to the claim or claims relating to the Dispute upon which arbitration is sought or required. Any failure to request arbitration within this time frame and according to this Section 12.14. In that case, this Section 12.14 16 shall constitute a waiver of all rights to raise any claims in any forum arising out of the Dispute. (c) The arbitrator shall be construed so as empowered to limit award either party any term remedy at law or provision so as in equity to make it valid which the prevailing party would otherwise have been entitled had the Dispute been litigated in court, including, but not limited to, general, special and punitive damages, recoverable costs, attorneys’ fees (where provided by statute or enforceable within contract) and injunctive relief; provided, however, that the requirements of the Delaware Arbitration Act or other applicable lawauthority to award any remedy is subject to whatever limitations, andif any, exist in the event applicable law on such term or provision cannot be so limited, this Section 12.14 remedies. The arbitrator shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire jurisdiction to have the Delaware Arbitration Act apply issue any award contrary to this Agreementor inconsistent with law.

Arbitration. Any disputeExcept as provided in Section 9.8 hereof, controversy or claim (“Dispute”) in the event that there shall be a dispute among the parties arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceor the breach thereof, validity or termination, or regarding a breach hereof which cannot the parties agree that such dispute shall be resolved by good faith discussions between final and binding arbitration in Newark, New Jersey, administered by the relevant American Arbitration Association (the “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If the Executive, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within ninety fifteen (9015) days after party requests arbitration, the arbitrator shall be selected by the Executive and the Company from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within twenty five (25) days of the date request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on which the Dispute is deemed to arise in accordance with this Section 12.14 list shall be referred by any such party to, and the arbitrator. This selection process shall be finally settled by, arbitration under and in accordance with take place within the Rules of Arbitration two (2) business days following both parties’ receipt of the International Chamber list of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately potential arbitrators. Hearings in the areas arbitration proceedings shall commence within twenty (20) days of corporate law) and who has served the selection of the arbitrator or as an soon thereafter as the arbitrator in at least five (5) International Chamber of Commerce arbitrationsis available. The arbitrator shall deliver his or her opinion within twenty (20) days after the completion of the arbitration panel hearings. The arbitrator’s decision shall award be final and binding upon the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and may be entered and enforced in any other costs associated with court of competent jurisdiction by either of the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingsparties. The parties further agree that (i) attorneyarbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. The arbitrator’s fees and costs associated with the successful recognition and enforcement of an arbitral award expenses shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqCompany.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any (a) In the event that a material dispute relating to this Agreement arises between the parties, good faith discussions and negotiations shall be conducted by a designated management representative of each party to resolve such dispute. If such representatives are unable to resolve the dispute within 10 Business Days after the initial request for negotiations at this level, then the matter shall be referred to the most senior executive officer of each of party, who shall attempt, through good faith negotiations and discussions, to resolve the dispute within five Business Days immediately following such initial 10 Business Day period. If the dispute is not resolved within the aforementioned five Business Day period, then the matter may be submitted for binding arbitration as provided in Section 9.10(b). This Section 9.10(a) shall not apply to or limit the right of a party to seek a temporary restraining order or other provisional or permanent remedy to preserve the status quo or to prevent irreparable harm. (b) Except as otherwise provided in this Agreement, any controversy or claim (“Dispute”) arising out of, of or relating to this Agreement, or the breach hereof, that has not been resolved in connection accordance with Section 9.10(a) shall be settled by binding arbitration in the following manner: (i) If a party intends to commence arbitration to resolve a dispute arising under this Agreement, such party shall provide written notice (the "Arbitration Request") to the other party of such intention and the issues for resolution. Within one Business Day after the receipt of the Arbitration Request, the other party may, by written notice, add additional issues for resolution, provided that such issues are eligible for arbitration under this Section 9.10(b). (ii) Arbitration shall be held in the continental US under the CPR Rules for Non-Administered Arbitration. The arbitration shall be conducted by three arbitrators who are knowledgeable in the subject matter at issue in the dispute. One arbitrator will be selected by PGIO, one arbitrator will be selected by IMS, and the third arbitrator will be selected by mutual agreement of the two arbitrators selected by the parties. Each party shall submit to such arbitrators its proposed ruling and remedy for each issue that is the subject of arbitration. The arbitrators shall, within 15 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. Any such award and decision shall reflect the proposed ruling and remedy of one of the parties as to each disputed issue. The arbitrators shall be authorized to award compensatory damages, but shall not be authorized to award non-economic damages or punitive damages, or to reform, modify or materially change this Agreement or any other agreements contemplated hereunder. The arbitrators shall also be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and equitable and within the scope of this Agreement, including any question regarding its existence, validity an injunction or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days order for specific performance. The award of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be the sole and exclusive remedy of the parties (except for any other remedies set forth in this Agreement). The arbitrators may proceed to an attorney with at least ten (10) years award, notwithstanding the failure of practice (at least five (5) of which must be predominately either party to participate in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with Judgment on the successful recognition and enforcement of an arbitral award shall always be paid rendered by the non-enforcing party (or parties) and (ii) notwithstanding anything arbitrators may be enforced in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws part of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqarbitrators.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with In the event of any dispute under this Agreement, including any question regarding its existencethe parties hereto desire to avoid litigation. Accordingly, validity or terminationthe claimant will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, or regarding a breach hereof which the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be resolved conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by good faith discussions between the relevant parties arbitrator, such arbitration must be concluded within ninety (90) days of the date expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party toa single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall be finally settled by, alone decide the dispute. Any mediation or arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall conducted hereunder will be conducted in the English languageNorthern Virginia. The decision parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or award arbitration after receipt of three (3) arbitratorsnotice thereof, appointed in accordance with then each party hereto agrees that the Rules other party shall have the right to proceed immediately to arbitration and in accordance with the requirements following in this Section 12.14, that such other party shall be entitled to select the arbitrator in writing its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and is that such decision shall be final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing upon each party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqhereto.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any i. Except as provided in Section 18.b. or prohibited by applicable law, any dispute, claim or controversy or claim (“Dispute”) arising out of, relating to or in connection with or relating to this Agreement, Agreement or otherwise in connection with or relating to Employee’s employment with Employer (including any question regarding its existencestatutory claims), validity or terminationEmployee’s carried interest participation, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 Employee’s DRUs and Employee’s personal coinvestments shall be referred settled by any such party to, and shall be finally settled by, arbitration under and in accordance with the Commercial Arbitration Rules of the American Arbitration of the International Chamber of Commerce Association (the “Rules”except as modified herein). A Dispute No such arbitration proceedings shall be deemed commenced or conducted until at least 60 days after the parties, in good faith, shall have attempted to have arisen when a relevant party (or parties) gives resolve such dispute by mutual agreement. The parties hereby agree to endeavor in good faith to resolve any dispute by mutual agreement. If mutual agreement cannot be attained, any disputing party, by written notice to the other to that effect(“Arbitration Notice”), pursuant to Section 12.1 hereofmay commence arbitration proceedings. The place of Such arbitration shall be Londonconducted before a panel of three arbitrators, United Kingdomone appointed by each party within 30 days after the date of the Arbitration Notice, and one chosen within 60 days after the date of the Arbitration Notice by the two arbitrators appointed by the disputing parties. A court of competent jurisdiction presiding over the Arbitration Location shall appoint any arbitrator who has not been appointed within such time periods. Judgment may include costs and attorneys’ fees and may be entered in any court of competent jurisdiction. The arbitration shall be conducted in the Arbitration Location or such other location as Employer and Employee may agree, in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules language and in accordance with the requirements following in this Section 12.14, all monetary awards shall be in writing and is final Currency. Arbitration shall be the sole method of resolving disputes not settled by mutual agreement. The determination of the arbitrators shall be final, not subject to appeal, and binding on the relevant parties. Each all parties and may be enforced by appropriate judicial order of the three (3) arbitrators shall be an attorney with at least ten (10) years any court of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrationscompetent jurisdiction. The arbitration panel proceedings contemplated by this Agreement shall award be confidential and private to the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costsmaximum extent permitted by law, and any other costs associated with such confidentiality obligations shall be enforceable by injunction. ii. Notwithstanding the arbitrationforegoing, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between claim or controversy arising in connection with this Agreement for which the Rules remedy is equitable or injunctive relief, unless otherwise prohibited by law, the aggrieved party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, including where necessary: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration; (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and any provision appropriate to protect the unauthorized disclosure of its proprietary or confidential information, or to enforce the provisions of Sections 7, 8, 9, 10 and 11 of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or ; and (iv) to enforce an arbitration any decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delawarearbitrators, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqfinal award.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceor the breach thereof, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred settled by any such party toarbitration in Southfield, and shall be finally settled by, arbitration under and Michigan in accordance with the Rules of Arbitration commercial arbitration rules of the International Chamber of Commerce American Arbitration Association then in effect. If the arbitrator in that certain arbitration proceeding before the American Arbitration Proceeding (Case No. 54-199-002862) to which Consultant and the Company, among others, are parties (the “Rules”). A Dispute "Proceeding") is available and willing to serve as arbitrator with respect to any such controversy or claim, then he shall be deemed the arbitrator for any such controversy or claim. If the arbitrator in the Proceeding is unavailable or unwilling to have arisen when so serve, then a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration single arbitrator shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed selected in accordance with the Rules and in accordance with commercial arbitration rules of the requirements following in this Section 12.14, American Arbitration Association. The decision of the arbitrator shall be in writing and is final and binding as to any matter submitted to him under this Agreement, and judgment on any award rendered by the relevant partiesarbitrator may be entered in any court having jurisdiction thereof. Each If the dispute involves the failure of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately Company to issue to Consultant the Shares, then, provided that Consultant prevails in the areas of corporate lawarbitration proceeding, (i) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The the Company shall pay all arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member all of Consultant's reasonable costs and attorneys fees and costs, and any other costs associated with the arbitrationarbitration of such dispute, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this the measure of damages shall be the highest closing price of the Shares as reported on Nasdaq during the period commencing on the date that Shares were scheduled to be issued to Consultant pursuant to Section 12.14 4.1 hereof and the date of the arbitration hearing relating to such dispute, unless the Company issues to Consultant on or prior to the contrary and without inconsistency with this arbitration provision, one (1) year anniversary of the parties consent to the non-exclusive jurisdiction of any court identified respective date set forth in Section 12.15 4.1 hereof for the purpose number of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as Shares required to costs of that proceeding be so issued in accordance with this Section 12.14. The arbitration panel may only award damages as provided for such section and such Shares have been the registered under the terms Securities Act of this Agreement and 1933, as amended, in no which event may punitive, consequential and special the agreement regarding the measure of damages be awarded. In set forth in the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act foregoing clause (10 Del. C. § 5701 et seq.ii) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementapply.

Arbitration. Any disputeExcept as precluded by applicable law, any controversy or claim (“Dispute”) arising that arises out ofof or relates to this Agreement, relating or any breach of this Agreement, including, without limitation, any claim that any of this Agreement is invalid, illegal, voidable or void, shall be submitted to arbitration in accordance with the rules of the American Arbitration Association or any similar successor body and judgment upon the award may be entered in any court with jurisdiction thereof. The preceding sentence shall not limit Franchisor's rights or remedies in connection with any action in any court of competent jurisdiction for injunctive or other provisional relief that Franchisor deems necessary or appropriate to compel Franchisee to comply with Franchisee's obligations under this AgreementAgreement or to protect the Marks. Each party shall appoint one arbitrator, including any question regarding its existence, validity or termination, or regarding and the two arbitrators so appointed shall agree upon a breach hereof which cannot be resolved by good faith discussions between the relevant parties third arbitrator to act as chairman. If a party fails to appoint an arbitrator within ninety thirty (9030) days from the date upon which the claimant's request for arbitration is communicated to the other party or, if the two appointed arbitrators fail to nominate the chairman within thirty (30) days from the date of appointment of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 later appointed arbitrator, such arbitrator shall be referred selected by any such party tothe American Arbitration Association or successor body. The award of the arbitrators shall include an award of reasonable attorneys' fees and costs to the prevailing party, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingsfinal. The parties further agree that (i) attorney’s to waive their right to any form of appeal, to the greatest extent allowed by law, and to share equally the fees and costs associated with expenses of the successful recognition and enforcement of an arbitral award arbitrators. Unless applicable law requires otherwise, arbitration shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything occur in this Section 12.14 to the contrary and without inconsistency with this Los Angeles, California. This arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed self executing. If a party fails to the maximum extent possible appear at any properly noticed arbitration proceeding, an award may be entered against such party regardless of such failure to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqappear.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputeAll disputes between the Shareholders and/or the Buyer, controversy or claim (“Dispute”) arising out ofon the one hand, the Escrow Agent on the other hand, relating to the payment of the Escrow Funds and/or the Escrow Agent’s rights, obligations, and liabilities arising from or in connection with related to this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot Agreement shall be resolved by good faith discussions between mandatory binding expedited arbitration under the relevant parties within ninety Commercial Arbitration Rules of the American Arbitration Association (90“AAA”) days in effect as of the date on which the Dispute request for arbitration is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce filed (the “Rules”)) before a single, neutral arbitrator, selected in accordance with the Rules. A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice Each of the parties may initiate such an arbitration pursuant to the other to that effect, pursuant to Section 12.1 hereofRules. The place of arbitration shall be Londonheld in San Francisco, United KingdomCalifornia (such site being herein referred to as the “Forum”). The Buyer, the Shareholders, and shall the Escrow Agent each agree that it will abide by any decision rendered in such arbitration, and that any court having jurisdiction may enforce such a decision. Each of the parties hereto submits to the non-exclusive personal jurisdiction of the courts of the Forum as an appropriate place for compelling arbitration or giving legal confirmation of any arbitration award, and irrevocably waives any objection which it may now or hereafter have to the venue of any such enforcement proceeding brought in any of said courts and any claim of inconvenient forum. Each of the parties agrees that service of process for all arbitration proceedings may be conducted in the English language. The decision or award of three (3) arbitrators, appointed made in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing deemed effective as provided therein. Any claim or action of any kind (including, but not limited to, any claims for breach of contract), against the Escrow Agent arising out of or connected with this Agreement shall be barred and is final and binding on waived unless asserted by the relevant parties. Each commencement of an arbitration proceeding within 180 days after the accrual of the three (3) arbitrators action or claim,. This limitation shall also apply to claims, which might otherwise be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in asserted against the areas of corporate law) and who has served Escrow Agent as an arbitrator in at least five (5) International Chamber of Commerce arbitrationsa “set-off,” credit, cross-complaint, or defense. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award This section and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award forgoing limitation shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision survive termination of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. A. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section IX for which the Dispute is deemed to arise in accordance with this Section 12.14 Company may, but shall not be referred by any such party required to, and seek injunctive relief) shall be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved shall deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in New York, pursuant New York, to Section 12.1 hereof. The place of arbitration shall be LondonJams/Endispute, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with arbitration rules of Jams/Endispute, modified only as herein expressly provided. After the requirements following in this Section 12.14aforesaid twenty (20) days, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least either party, upon ten (10) years of practice (at least five (5) of which must be predominately days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. B. The decision of corporate law) the arbitrator on the points in dispute will be final, unappealable and who has served binding, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as an otherwise provided in this Agreement, the arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) will be authorized to apportion its attorneys’ fees and costs, arbitration administrative fees, panel member expenses and the reasonable attorneys' fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and any other costs associated with each party will bear the arbitration, proceedings for the recognition fees and enforcement expenses of any arbitral award and the costs and its own attorney’s fees involved in the recognition and enforcement proceedings. . D. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 XIX has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section XIX shall be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. E. The parties shall keep confidential, and shall not disclose to any person, except as may be required by law, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof.

Arbitration. Any disputeA grievance which has not been satisfactorily resolved after it has been timely and properly processed completely through the Grievance Procedure may be submitted to arbitration by the Union during the term of the Agreement. To do so the Union shall submit a written request for a panel of seven (7) members of the National Academy of Arbitrators to the Federal Mediation & Conciliation Service, controversy with a simultaneous copy to the Company’s Manager, Labor Relations, within sixty (60) workdays of the Step 3 answer (or claim any default in answering). After receiving the list of arbitrators, and within fifteen (“Dispute”15) arising out ofworkdays of its receipt, relating to an arbitrator shall be selected by each party alternately striking from the list of seven names. The Union, as moving party, shall have the first strike. The last name remaining on the list after each party has exhausted its strikes shall become the arbitrator. The arbitrator so selected or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between appointed shall hear the relevant parties arbitration proceeding within ninety sixty (9060) days after his/her appointment or by mutual agreement of all parties. The arbitrator shall interpret the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and contract in accordance with the Rules reserved rights theory of Arbitration of labor contracts whereby all rights not specifically limited by the International Chamber of Commerce (Agreement are reserved to the “Rules”)Company. A Dispute The arbitrator shall be deemed to have arisen when a relevant party (or parties) gives notice confined to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdomissue(s) presented by the parties, and shall be conducted in have no right to alter, amend, modify, or change the English languageterms or provisions of this Agreement. The decision or award of three (3) arbitrators, appointed in accordance with the Rules arbitrator shall be final and in accordance with binding. The arbitration procedure shall be expeditiously pursued by all concerned and time limits noted here will be strictly enforced unless extended by mutual agreement. Failure by the requirements following moving party to adhere to the time limits provided in this Section 12.14Article will result in the grievance being deemed withdrawn and settled in the Company’s favor. Failure by the Company to adhere to the time limits provided in this Article will result in the grievance being deemed settled in the union’s favor and the grievant is made whole in every way. Where the issue submitted to arbitration involves the payment of money to an employee, the Arbitrator shall only have the authority to include in the award a direction for the payment of money, retroactively or otherwise, but limited to making the employee whole and no more. Deductions must be made for interim earnings (from any source), Worker’s Compensation, Unemployment Compensation, or other monetary compensation which the employee would not have been eligible for had the employee not been suspended or discharged during that period. It is understood the Company shall assume no back pay liability for delays at the specific request of the Union in which the Company concurs. Either party shall have the right to request the presence of a court reporter to prepare a written transcript of evidence and, should either party make such a request, it is agreed that the expenses and fees of the court reporter shall be in writing and is final and binding on equally divided between the relevant parties. Each party shall bear the expense of preparing and presenting its own case, including any attorneys’ fees. The compensation and expenses of the three (3) arbitrators arbitrator and the incidental expenses of the arbitration proceeding shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqequally shared.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. If a dispute arises between the parties, then the ----------- parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth below. Any dispute, controversy controversy, or claim (“Dispute”) arising out of, of or relating to or in connection with this Agreement, including any question regarding its existencethe breach, validity termination or terminationinvalidity thereof, or regarding a breach hereof which cannot be resolved by good faith discussions between Executive's noncompetition obligations, including claims of tortious interference or other tort or statutory claims, and including without limitation any dispute concerning the relevant parties within ninety (90) days scope of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 arbitration clause, shall be referred settled by any such party to, and shall be finally settled by, arbitration under and in accordance with the Employment Dispute Arbitration Rules of Arbitration the American Arbitrators Association then in effect. The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration under this Agreement shall be held in Nashville, Tennessee, or at such other place as may be selected by mutual agreement of the International Chamber of Commerce (the “Rules”)parties. A Dispute The arbitrator shall be deemed to have arisen when a relevant party (or parties) gives notice mutually acceptable to the other to that effectparties, or failing agreement, selected pursuant to Section 12.1 hereofthe Employment Dispute Arbitration Rules of the American Arbitrators Association. The place of arbitration parties intend that the arbitrator shall be Londonindependent and impartial. To this end, United Kingdomthe arbitrator shall disclose to the parties any professional, family, or social relationships, past or present, with any party or counsel. Strict rules of evidence shall not apply in any arbitration conducted pursuant to this Agreement. The parties may offer such evidence as they desire and the arbitrator shall accept such evidence as the arbitrator deems relevant to the issues and accord it such weight as the arbitrator deems appropriate. The arbitrator shall have the discretion to order a prehearing exchange of information by the parties, including without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties. No party shall be conducted in allowed, however, to take more than one deposition of the English languageopposing party and no deposition shall last longer than six (6) hours. All disputes regarding discovery shall be decided by the arbitrator. The decision or arbitrator award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final shall specify the factual and binding on legal bases for the relevant partiesaward. Each In rendering the award, the arbitrator shall determine the respective rights and obligations of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 according to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of DelawareTennessee or, including if applicable, federal law. The arbitrator shall have the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (authority to award any remedy or relief that a federal or state court within the “Delaware Arbitration Act”)State of Tennessee could order or grant. If, nevertheless, it Any provisional remedy that would be available from a court of law shall be determined by available from the arbitrator to the parties, pending the arbitrator's determination of the merits of the parties' dispute. This shall include orders of attachment, temporary restraining orders, injunctions, and appointment of a receiver. If the arbitrator issues such an order, either party may immediately apply to a court of competent jurisdiction that any provision or wording for enforcement of this Section 12.14the order, even though the arbitrator may not have rendered a final award. All fees and expenses of the arbitration, including the Rulesfees of the arbitrator and the expense of each parties' counsel, experts, witnesses and preparation and presentation of proofs, shall be invalid or unenforceable under paid by Company. Unless legally required to do so, neither party may disclose the Delaware Arbitration Actexistence, content, or other applicable law, such invalidity shall not invalidate all results of any arbitration under this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within Agreement without the requirements prior written consent of the Delaware Arbitration Act or other applicable lawparty, and, in nor may the event arbitrator disclose any such term or information without the consent of both parties. This provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementall aspects of the arbitration proceeding, including without limitation, discovery, testimony, other evidence, briefs, and the award.

Arbitration. Any dispute, controversy The Parties recognize the disputes as to certain matters may from time to time arise during the term of this Agreement other than matters within the purview of the ASC as set out in Section 2.2 which relate to either Party's rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of such disputes arising under this Agreement in an expedient manner by mutual cooperation and without resorting to arbitration or claim (“Dispute”) arising out of, relating litigation; except as set forth herein below. The Parties agree that prior to or in connection with any arbitration concerning this Agreement, including any question regarding its existencethey will pursue the same dispute resolution procedures set out in Section 2.2, validity whereby disputes will be elevated first to a member of CFFTI's senior management and the Company's president or terminationCEO, or regarding a breach hereof which cannot be resolved by who will meet and attempt in good faith discussions between to resolve any disputes concerning this Agreement, and thereafter any unresolved disputes will be elevated to members of the relevant parties Parties' respective Boards of Directors, and thereafter, any unresolved disputes will be referred to mediation. Thereafter, in the event a dispute other than matters within ninety the purview of the ASC as set out in Section 2.2 shall remain unresolved, within thirty (9030) days of a formal request by either Party to the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred other, any Party may, by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives written notice to the other other, have such dispute referred for final and binding arbitration to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in Washington, D.C. if the English languagearbitration is requested by the Company, or in Boston, Massachusetts if the arbitration is requested by CFFTI, unless the Parties agree otherwise on a location. The decision or award of three (3) arbitrators, appointed in accordance with arbitration will be conducted under the then current Commercial Arbitration Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the American Arbitration Association ("AAA"), by three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately who are knowledgeable in the areas of corporate law) subject matter that is at issue in the dispute. One arbitrator will be selected by CFFTI and who has served as an one arbitrator in at least five (5) International Chamber of Commerce arbitrationswill be selected by the Company and the third arbitrator will be appointed by the AAA. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with In conducting the arbitration, proceedings the arbitrators will determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery (and provided that the recognition arbitrators will permit such discovery they deem necessary to permit an equitable resolution of the dispute) and enforcement will be able to decree any and all relief of any arbitral an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or specific performance. The arbitrators will also be able to award and actual or general damages (taking into account the costs agreements of the Parties contained herein) and attorney’s 's fees involved and expenses and other reasonable costs incurred in by the recognition prevailing Party in such arbitration, and enforcement proceedingsshall give effect to any liquidated damages provisions contained herein in making such award. The parties further agree that arbitrators will not award any other form of damage (i) attorney’s e.g., consequential, punitive or exemplary damages). During the course of the arbitration neither Party may fail to perform its obligations under this Agreement. The Parties will share equally the arbitrator's fees and costs associated with expenses pending the successful recognition and enforcement resolution of an arbitral award shall always be paid by the arbitration unless the arbitrators require the non-enforcing party (prevailing Party to bear all or parties) and (ii) notwithstanding anything in this Section 12.14 to any portion of the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14the prevailing Party. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including arbitrators will be final and binding and may be enforced by the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, Party in whose favor it shall be determined by a runs in any court of competent jurisdiction that any provision or wording at the option of such Party. Notwithstanding anything to the contrary in this Section 12.1411.10, including either Party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any breach of Article V or Article VII hereof, or otherwise to enforce and protect the Rulespatent rights, shall be invalid or unenforceable under the Delaware Arbitration Actcopyrights, trademarks, or other applicable law, intellectual property rights owned or controlled by such invalidity shall not invalidate all Party. In no event will a demand for arbitration be made after Portions of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within Exhibit were omitted and have been filed separately with the requirements Secretary of the Delaware Arbitration Act Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. the date when the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by the applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance statute of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementlimitations.

Arbitration. (a) Any dispute, claim or controversy or claim (“Dispute”) arising out of, of or relating to this Agreement or any breach thereof between Executive and the Company shall be submitted to mediation in Knoxville, Tennessee, before an experienced employment mediator licensed to practice law in Tennessee and selected in accordance with Rule 31 of the Rules of the Supreme Court of the State of Tennessee, as the exclusive remedy for such claim or controversy. Either party desiring to arbitrate shall give written notice to the other party within a reasonable period of time after the party becomes aware of the need for mediation. The decision of the mediator shall be final and binding. Judgment on any award rendered by such mediator may be entered in any court having jurisdiction over the subject matter of the controversy. The prevailing party shall receive an award of costs and expenses related to the mediation, including attorneys' fees. The fees and costs of the mediator and the cost of any record or transcript of the mediation shall be borne by the losing party. (b) Should Executive or the Company and/or Parent 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 Agreement by any method other than said mediation, the responding party shall be entitled to recover from the other party all damages, costs, expenses and attorneys' fees incurred as a result of such action. (c) Should Executive attempt to challenge the enforceability of this Agreement, as a further limitation on any right to make such a challenge, Executive shall initially submit to the Company the total proceeds provided to him in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between Agreement plus interest at the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party tostandard statutory rate, and shall be finally settled by, arbitration under invite the Company to retain such monies and in accordance agree with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed Executive to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in cancel this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedAgreement. In the event of any conflict between the Rules Company accepts this offer, the Company shall retain such monies and any provision of this Agreement, this Agreement shall governbe canceled. Notwithstanding anything in this Section 12.14 In the event the Company does not accept such offer, the Company shall so notify Executive and shall place such monies into an interest-bearing escrow account pending resolution of the dispute between Executive and the Company and/or Parent as to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of whether this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqset aside and/or otherwise rendered unenforceable.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputeIf no settlement is reached in Step 3, controversy or claim (“Dispute”) arising out of, relating the Association may request that the matter be submitted to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding an arbiter as herein after provided: a. Written notice of a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of request for arbitration shall be London, United Kingdom, and shall be conducted in made to the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least Superintendent within ten (10) years days of practice (receipt of the disposition letter at least five (5Step 3. b. Arbitration shall be limited to issue(s) involving the interpretation or application of which must be predominately in the areas specific terms of corporate law) and who this Agreement. c. When a timely request has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the been made for arbitration, proceedings the parties shall attempt to select an impartial arbiter to hear and decide the particular case. If the parties are unable to agree to an arbiter within ten (10) days after submission of the written request for arbitration, the recognition provisions of paragraph (d) below, shall apply to the selection of an arbiter. d. In the event an arbiter is not agreed upon as provided in paragraph (c), above, the parties shall jointly request the American Arbitration Association to submit a panel of nine (9) arbiters. Such request shall state the issue of the case and enforcement ask that the nominees be qualified to handle the type of any arbitral award case involved. When notification of the names of the nine (9) arbiters is received, the parties shall each independently strike from the list those unacceptable arbiters and shall rank, in order of preference, the costs and attorney’s fees involved in the recognition and enforcement proceedingsremaining arbiters. The parties further agree that (i) attorney’s fees shall then meet and costs associated compare their lists. From among the mutually acceptable arbiters, the one with the successful recognition and enforcement of an arbitral award lowest combined preference number shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedarbiter. In the event of any conflict a tie between the Rules and any provision of this Agreementtwo or more arbiters, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 a single arbiter shall be construed chosen by lot. In the event there are no mutually acceptable arbiters on the panel, the parties, in turn, shall have the right to strike a name from the maximum extent possible panel until only one (1) name remains. The remaining person shall be the arbiter. The right to comply with strike the laws of first name from the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it panel shall be determined by lot. In the event either party is dissatisfied with the credentials of the arbiters whose names are on the first panel offered by the American Arbitration Association, such party can summarily reject that panel and insist on a court second panel. Selection must be made from the second panel. e. Arbitration proceedings shall be in accordance with the following: 1. The arbiter, once appointed, will inform the parties as to the procedures which will be followed. 2. The arbiter shall hear and accept pertinent evidence submitted by both parties and shall be empowered to request, through subpoena if necessary, such data and testimony as the arbiter deems pertinent to the grievance and shall render a decision in writing to both parties within thirty (30) days, unless mutually extended, of competent jurisdiction that the closing of the record. 3. The arbiter shall be authorized to rule and issue a decision in writing on the issue(s) presented for arbitration which decision shall be final and binding on both parties. 4. The arbiter shall rule only on the basis of information presented in the hearing and shall refuse to receive any provision information after the hearing except by mutual agreement. 5. Each party to the proceedings may call such witnesses as may be necessary in the order in which their testimony is to be heard. Such testimony shall be limited to the matters set forth in the written statement of grievance. The arguments of the parties may be supported by oral comment and rebuttal. Either or wording both parties may submit written briefs within a time period mutually agreed upon. Such arguments of this Section 12.14the parties, including the Ruleswhether oral or written, shall be invalid confined to and directed at the matters set forth in the grievance. 6. Each party shall pay any compensation and expenses relating to its own witnesses or unenforceable under representatives. 7. The arbiter shall specify in the Delaware Arbitration Actaward that the District or Association, or other applicable lawwhichever is ruled against by the arbiter, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within pay the requirements compensation of the Delaware Arbitration Act or arbiter including necessary expenses. 8. The total cost of the stenographic record, if requested, will be paid by the party requesting it. If the other applicable lawparty also requests a copy, and, in that party will pay one-half (1/2) of the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementstenographic cost.

Arbitration. Any disputeExcept as provided in Section 13 hereof, controversy or claim (“Dispute”) in the event that there shall be a dispute among the parties arising out of, of or relating to or in connection with this Agreement, including any question regarding its existenceor the breach thereof, validity or termination, or regarding a breach hereof which cannot the parties agree that such dispute shall be resolved by good faith discussions between final and binding arbitration in Newark, New Jersey, administered by the relevant American Arbitration Association (the “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the Federal Rules of Civil Procedure relating to the Production of Evidence, and the parties agree that the arbitrators may impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If the Participant, on the one hand, and the Company, on the other hand, do not agree on the arbitrator within ninety fifteen (9015) days after a party requests arbitration, the arbitrator shall be selected by the Participant and the Company from a list of five (5) potential arbitrators provided by AAA. Such list shall be provided within ten (10) days of the date request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party shall delete one name from the list. This process shall then be repeated in the same order, and the last remaining person on which the Dispute is deemed to arise in accordance with this Section 12.14 list shall be referred by any such party to, and the arbitrator. This selection process shall be finally settled by, arbitration under and in accordance with take place within the Rules of Arbitration two (2) business days following both parties’ receipt of the International Chamber list of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately potential arbitrators. Hearings in the areas arbitration proceedings shall commence within twenty (20) days of corporate law) and who has served the selection of the arbitrator or as an soon thereafter as the arbitrator in at least five (5) International Chamber of Commerce arbitrationsis available. The arbitrator shall deliver his or her opinion within twenty (20) days after the completion of the arbitration panel hearings. The arbitrator’s decision shall award be final and binding upon the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and may be entered and enforced in any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording by either of this Section 12.14the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply arbitrator pursuant to this Agreement, the arbitrator’s fees and expenses shall be shared equally by the parties.

Arbitration. Any disputeIn order to xxxxxx good government-to­ government relationships and to assure that the Tribe is not unreasonably prevented from commencing a Project and benefiting therefrom, controversy or claim if an agreement with the County is not entered within fifty-five (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (9055) days of the date on which submission of the Dispute is deemed to arise in accordance with Final TEIR, or such further time as the Tribe or the County (for purposes of this Section 12.14 shall be referred by "the parties") may mutually agree in writing, any such party to, and shall be finally settled by, may demand binding arbitration under and in accordance with before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed Association as set forth herein with respect to have arisen when a relevant party (any remaining disputes arising from, connected with, or parties) gives notice related to the other to that effect, pursuant to Section 12.1 hereofnegotiation. The place of arbitration shall be London, United Kingdom, and conducted as follows: Each party shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance exchange with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least each other within five (5) days of the demand for arbitration its last, best written offer made during the negotiation pursuant to Section 10.8.8. The arbitrator shall schedule a hearing to be heard within thirty (30) days of his or her appointment. The arbitrator shall be limited to awarding only one or the other of the two offers submitted, without modification, based upon that proposal which must be predominately best provides feasible mitigation of Significant Effects on the Off-Reservation Environment and on public safety and most reasonably compensates for public services pursuant to Section 10.8.8, without unduly interfering with the principal objectives of the Project or imposing environmental mitigation measures which are different in nature or scale from the type of measures that have been required to mitigate impacts of a similar scale of other projects in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrationssurrounding area, to the extent there are such other projects. The arbitration panel arbitrator shall award take into consideration whether. the prevailing party (or parties) its attorneys’ fees final ·TEIR provides the data and costs, arbitration administrative fees, panel member fees information necessary to enable the County to determine both . whether the Project may result in a Significant Effect on the Off-Reservation Environment and costs, and whether the proposed measures in mitigation are sufficient to mitigate any other costs associated with such effect. If the respondent does not participate in the arbitration, proceedings for the recognition arbitrator shall nonetheless conduct the arbitration and enforcement issue an award, and the claimant shall submit such evidence as the arbitrator may require therefor. Review of the resulting arbitration award is waived. In order to effectuate this provision, and in the exercise of its sovereignty, the Tribe agrees to waive its right to assert sovereign immunity in connection with the arbitrator'sjurisdiction or in any action to (i) enforce the other party's obligation to arbitrate, (ii) enforce or confirm any arbitral award and the costs and attorney’s fees involved rendered in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Actarbitration, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term (iii) enforce or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementexecute a judgment based upon said award.

Arbitration. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating in any way to this Agreement or in connection with this Agreement, including any question regarding its existence, validity the other agreements contemplated hereby or termination, the transactions arising hereunder or regarding a breach hereof which thereunder that cannot be resolved by good faith discussions between the relevant parties within ninety negotiation pursuant to paragraph (90a) days of the date on which the Dispute is deemed to arise above shall, be settled exclusively by binding arbitration in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under Hong Kong and in accordance with the current Commercial Arbitration Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedingsCommerce. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms subject matter of this Agreement and in no event may punitive, consequential and special damages be awardedcontract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in the judgment of the arbitrator it is fair to do so. No pre- arbitration discovery shall be permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by any conflict between party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the Rules and any provision arbitration hearing. The arbitrator shall render his or her award within 90 days of this Agreement, this Agreement shall governthe conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided in this Section 12.14 16.15 and without prejudice to the contraryabove procedures, any either party may, without inconsistency with this arbitration provision, may apply to any court identified in Section 12.15 hereof of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to seek interim provisional avoid irreparable damage or injunctive relief to preserve the status quo until such time as the arbitration panel is convened and available to hear such party's request for temporary relief. The award is rendered or by the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 arbitrator shall be construed final and not subject to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall judicial review and judgment thereon may be determined by a entered in any court of competent jurisdiction that jurisdiction. Any monetary award will be made and payable in U.S. dollars free of any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, tax or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementdeduction.

Arbitration. Any dispute, controversy or claim (“Dispute”) and all disputes arising out of, of or relating to this Agreement or in connection with this Agreementthe breach, including any question regarding its existence, termination or validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 thereof shall be referred settled by any such party to, and shall be finally settled by, arbitration under and before a sole arbitrator in accordance with the then current CPR Rules of Arbitration of the International Chamber of Commerce (the “Rules”)for Non-Administered Arbitration. A Dispute The arbitration shall be deemed to have arisen when a relevant governed by the Federal Arbitration Act, 9 U.S.C. Section 116, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitration shall be held in Dallas, Texas and, unless the parties agree otherwise, the arbitrator shall be selected from CPR's panel of neutrals. Either party (or parties) gives notice may demand arbitration by sending to the other party by certified mail a written notice of demand for arbitration, setting forth the matters to that effectbe arbitrated. The arbitrator shall have the authority to award only compensatory damages, pursuant and neither party shall be entitled to written or deposition discovery from the other. The Company will pay the fees and expenses of the arbitrator, as well as any attorneys' fees, expert witness fees, and other expenses to the extent provided in Section 12.1 18 hereof. The place of arbitration arbitrator shall be Londonhave no authority to alter, United Kingdom, and shall be conducted in the English language. The decision amend or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each modify any of the three (3) arbitrators shall be an attorney with at least ten (10) years terms and conditions of practice (at least five (5) of which must be predominately in this Agreement. Before arbitrating the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrationsdispute, the parties, if they so agree, may endeavor to settle the dispute by mediation under the then current CPR Mediation Procedure. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provisionUnless otherwise agreed, the parties consent will select a mediator from the CPR panel of neutrals. If the mediation is not successfully concluded within thirty (30) days, the dispute will proceed to arbitration as set forth above. Notwithstanding the pendency of any dispute or controversy concerning termination or the effects thereof, the Company will continue to pay the Executive his full compensation in effect immediately before any notice of termination giving rise to the non-exclusive jurisdiction of any court identified dispute was given and continue him as a participant in Section 12.15 hereof for all compensation, benefit and insurance plans in which he was then participating, until an award has been entered by the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14arbitrator. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 Any amounts paid hereunder shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined set off against or reduced by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable other amounts due under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. A. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section IX for which the Dispute is deemed to arise in accordance with this Section 12.14 shall WEX may, but will not be referred by any such party required to, and shall seek injunctive relief) will be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in Portland, pursuant Maine, to Section 12.1 hereof. The place of arbitration shall be Londonthe American Arbitration Association, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each arbitration rules of the three American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (320) arbitrators shall be an attorney with at least days, either party, upon ten (10) years of practice (at least five (5) of which must be predominately days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. B. The decision of corporate law) the arbitrator on the points in dispute will be final, unappealable and who has served binding, and judgment on the award may be entered in any court having jurisdiction thereof. C. Except as an otherwise provided in this Agreement, the arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award will be authorized to apportion its fees and expenses and the prevailing party (or parties) its reasonable attorneys’ fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, arbitration administrative fees, panel member the fees and costsexpenses of the arbitrator will be borne equally by each party, and any other costs associated with each party will bear the arbitration, proceedings for the recognition fees and enforcement expenses of any arbitral award and the costs and its own attorney’s fees involved in the recognition and enforcement proceedings. . D. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 XVII has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section XVII will be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof.

Arbitration. Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any controversy, dispute or claim arising out of or related to this Agreement or Executive’s employment by the Employer, the parties shall negotiate in good faith in an attempt to reach a mutually acceptable settlement of such dispute. If negotiations in good faith do not result in a settlement of any such controversy, dispute or claim, it shall, except as otherwise provided for herein be finally settled by expedited arbitration conducted by a single arbitrator selected as hereinafter provided (the “Arbitrator”) in accordance with the National Rules of the American Arbitration Association (“National Rules”), subject to the following (the parties hereby agreeing that, notwithstanding the provisions of Rule 1 of the National Rules, in the event that there is a conflict between the provisions of the National Rules and any provision the provisions of this Agreement, the provisions of this Agreement shall governcontrol): (a) The Arbitrator shall be determined from a list of names of five impartial arbitrators each of whom shall be an attorney experienced in arbitration matters concerning executive employment disputes, supplied by the AAA chosen by Executive and the Employer each in turn striking a name from the list until one name remains (with the Employer being the first to strike a name). (b) The expenses of the arbitration shall be borne by the Employer; and the Employer shall bear its own legal fees and expenses and pay, at least monthly, all of Executive’s legal fees and expenses incurred in connection with such arbitration, except that Executive shall have to reimburse the Employer for his legal fees and expenses if the arbitrator finds that Executive brought an action in bad faith. (c) The Arbitrator shall determine whether and to what extent any party shall be entitled to damages under this Agreement; provided that no party shall be entitled to punitive or consequential damages (including, in the case of the Employer, any claim for alleged lost profits or other damages that would have been avoided had Executive remained an employee), and each party waives all such rights, if any. (d) The Arbitrator shall not have the power to add to nor modify any of the terms or conditions of this Agreement. The Arbitrator’s decision shall not go beyond what is necessary for the interpretation and application of the provision(s) of this Agreement in respect of the issue before the Arbitrator. The Arbitrator shall not substitute his or her judgment for that of the parties in the exercise of rights granted or retained by this Agreement. The Arbitrator’s award or other permitted remedy, if any, and the decision shall be based upon the issue as drafted and submitted by the respective parties and the relevant and competent evidence adduced at the hearing. (e) The Arbitrator shall have the authority to award any remedy or relief (including provisional remedies and relief) that a court of competent jurisdiction could order or grant. The Arbitrator’s written decision shall be rendered within sixty (60) days of the closing of the hearing. The decision reached by the Arbitrator shall be final and binding upon the parties as to the matter in dispute. To the extent that the relief or remedy granted by the Arbitrator is relief or remedy on which a court could enter judgment, a judgment upon the award rendered by the Arbitrator shall be entered in any court having jurisdiction thereof (unless in the case of an award of damages, the full amount of the award is paid within ten (10) days of its determination by the Arbitrator). Otherwise, the award shall be binding on the parties in connection with their continuing performances of this Agreement and, in any subsequent arbitral or judicial proceedings between the parties. (f) The arbitration shall take place in Orange County, New York. (g) The arbitration and all filing, testimony, documents and information relating to or presented during the arbitration proceeding shall be disclosed exclusively for the purpose of facilitating the arbitration process and in any court proceeding relating to the arbitration, and for no other purpose, and shall be deemed to be information subject to the confidentiality provisions of this Agreement. (h) The parties shall continue performing their respective obligations under this Agreement notwithstanding the existence of a dispute while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof. (i) The parties may obtain a pre-hearing exchange of information including depositions, interrogatories, production of documents, exchange of summaries of testimony or exchange of statements of position, and the Arbitrator shall limit such disclosure to avoid unnecessary burden to the parties and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the dispute. At any oral hearing of evidence in connection with an arbitration proceeding, each party and its counsel shall have the right to examine its witness and to cross-examine the witnesses of the other party. No testimony of any witness, or any evidence, shall be introduced by affidavit, except as the parties otherwise agree in writing. (j) Notwithstanding anything the dispute resolution procedures contained in this Section 12.14 to the contrary14, any either party may, without inconsistency with this arbitration provision, may apply to any court identified sitting in Section 12.15 hereof Orange County, New York (i) to enforce this agreement to arbitrate, (ii) to seek interim provisional or injunctive relief so as to maintain the status quo until the arbitration award is rendered or the controversy dispute is otherwise resolved resolved, (iii) to confirm any arbitration award, or (iv) to enforce an arbitration challenge or vacate any final judgment, award or decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply Arbitrator that does not comport with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording express provisions of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement14.

Arbitration. 24.1 Any dispute arising out of or relating to this Agreement, or the breach thereof, which is not resolved by the Parties acting through their Authorized Representatives shall be settled by arbitration to the extent permitted by the laws applicable to the Parties; provided, however, that no Party to the dispute shall be bound to any greater extent than any other Party to the dispute. Arbitration shall not apply to any dispute or mater that is within the jurisdiction of any regulatory agency. 24.2 Any demand for arbitration shall be made by written notice to the other Party setting forth in adequate detail the nature of the dispute, controversy the issues to be arbitrated, the amount or claim amounts, if any, involved in the dispute, and the remedy sought. Within twenty (“Dispute”20) arising out ofdays from the receipt of such notice, relating the other Party may submit its own written statement of the dispute and may set forth in adequate detail any additional related matters or issues to be arbitrated. 24.3 Within thirty (30) days after delivery of the written notice demanding arbitration, the Parties acting through their Authorized Representatives shall meet for the purpose of selecting an arbitrator. The Parties may agree upon a single arbitrator, but in the event that they cannot agree, three arbitrators shall be used. Each Party shall designate one arbitrator, and the two arbitrators shall then select a third arbitrator. All arbitrators shall be persons skilled and experienced in the field in which the dispute has arisen and no person shall be eligible for appointment as an arbitrator who is or has been an officer or employee of either of the Parties or otherwise interested in connection the matter to be arbitrated. Should either party refuse or neglect to appoint an arbitrator or to furnish the arbitrators with any papers or information demanded, the arbitrators are empowered, by both Parties, to proceed without the participation or assistance of that Party. 24.4 Except as otherwise provided in this Section, the arbitration shall be governed by the rules and practices of the American Arbitration Association, or a similar organization if the American Arbitration Association should not at the time exist. 24.5 Arbitration proceedings shall be held in Imperial, California, at a time and place to be selected by the arbitrators. The arbitrators shall hear evidence submitted by the Parties and may call for additional information which shall be furnished by the Party having such information. The arbitrators shall have no authority to call for information not related to the issues included in the dispute or to determine other issues not in dispute. 24.6 If there is only one arbitrator, his decision shall be binding and conclusive on the Parties. If there are three arbitrators, the decision of any two shall be binding and conclusive. The decision of the arbitrators shall contain findings regarding the issues involved in the dispute, including the merits of the positions of the Parties, the materiality of any default, and the remedy or relief to which a Party shall be entitled. The arbitrators may not grant any remedy or relief which is inconsistent with this Agreement, including any question regarding its existence, validity nor shall the arbitrators make findings or termination, or regarding a breach hereof which candecide issues not be resolved by good faith discussions between the relevant parties within ninety (90) days in dispute. 24.7 The fees and expenses of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 arbitrators shall be referred shared equally by any such party tothe Parties, and shall be finally settled by, arbitration under and in accordance with unless the Rules of Arbitration decision of the International Chamber arbitrators specifies some other apportionment. All other expenses and costs of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, borne by the Party incurring such expenses and shall be conducted in the English language. The costs. 24.8 Any decision or award of three (3) arbitrators, appointed in accordance with granted by the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must final and judgement may be predominately entered on it in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, jurisdiction. This agreement to arbitrate shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.specifically enforceable

Arbitration. A. Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section IX for which the Dispute is deemed to arise in accordance with this Section 12.14 shall WEX may, but will not be referred by any such party required to, and shall seek injunctive relief) will be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved will deliver a written notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such written notice may be submitted by either party, upon ten (10) days prior written notice to that effectthe other party, pursuant to Section 12.1 hereof. The place of arbitration shall be Londonin Portland, United KingdomMaine, and shall be conducted in to the English language. The decision or award of three (3) arbitratorsAmerican Arbitration Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, National Rules for the Resolution of Employment Disputes, modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. B. The decision of the arbitrator on the points in dispute will be final, and binding, and judgment on the award may be entered in accordance with the requirements following any court having jurisdiction thereof. C. Except as otherwise provided in this Section 12.14Agreement, shall the arbitrator will be in writing authorized to apportion his/her fees and is final expenses as the arbitrator deems appropriate. In the absence of any such apportionment, the fees and binding on the relevant parties. Each expenses of the three (3) arbitrators shall arbitrator will be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in borne equally by each party, and each party will bear the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees expenses of its or his own attorney. D. The parties agree that this Section XVII has been included to rapidly and costsinexpensively resolve any disputes between them with respect to this Agreement, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction XVII will be grounds for dismissal of any court identified in action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award, or matters covered by Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedIX. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim, or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to proceed, the contrary, this Section 12.14 shall be construed parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation and do hereby consent to the maximum extent possible to comply with jurisdiction of the laws of appropriate court within the State of DelawareMaine. E. The parties will keep confidential, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). Ifand will not disclose to any person, nevertheless, it shall except as may be determined required by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all the existence of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtcontroversy hereunder, the parties have no desire referral of any such controversy to have arbitration or the Delaware Arbitration Act apply to this Agreementstatus or resolution thereof.

Arbitration. Any disputeI acknowledge and agree that to the fullest extent allowed by law, and except as set forth in the last paragraph of this section (e), any controversy or claim arising out of or relating to my employment or the termination of my employment as against the Company or any of its agents or employees, and as against me, shall be finally settled by binding arbitration, employing a neutral arbitrator, and administered by the American Arbitration Association (“DisputeAAA”) arising out ofunder its National Rules for the Resolution of Employment Disputes. Such claims shall include, relating to but are not limited to, any claims under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, and any other federal, state or in connection with this Agreementlocal statute, regulation or common law doctrine, including any question contract or tort, regarding its existenceemployment discrimination, validity the terms and conditions of employment or terminationtermination of employment. Prior to invoking arbitration, or regarding a breach hereof which cannot be resolved by good faith discussions between I am required to try and resolve the relevant parties within ninety (90) days matter through direct discussion with the board of directors of the date on which Company. The arbitration will be conducted in the Dispute is deemed city with an AAA office nearest to arise where I am or was last employed. The parties are each waiving their rights to trial by jury, in accordance with this Section 12.14 exchange for arbitration. Judgment upon any award rendered in an arbitration proceeding may be entered in any court having jurisdiction of the matter. Any controversy or claim subject to arbitration by either me or the Company shall be referred by any such party todeemed waived, and shall be finally settled byforever barred, if arbitration under is not initiated within two (2) years after the later of (a) the date the controversy or claim first arose or (b) the date the claim is discovered, or if statutory rights are involved, within the time limit established by the applicable statute of limitations. To the extent statutory claims are asserted, the parties will have the same statutory remedies in arbitration as to those statutory claims as they would otherwise have had if such a claim had been filed in a court of law, including, where authorized by statute, compensatory and in accordance with the Rules of Arbitration punitive damages, injunctive relief and attorneys’ fees. The Company will pay all costs of the International Chamber of Commerce (AAA to administer the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to arbitration and the other to that effect, pursuant to Section 12.1 hereofcosts for the arbitrator. The place of prevailing party in the arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) entitled to recover its attorneys’ fees fees. In any arbitration commenced pursuant to this agreement, depositions may be taken and costsdiscovery obtained as provided in the Federal Rules of Civil Procedure, arbitration administrative fees, panel member fees subject to limitation by the arbitrator to a reasonable amount necessary for both parties to be able to present their claims and costs, defenses. Any award by the arbitrator(s) shall be accompanied by a statement of the factual and any other costs associated with the arbitration, proceedings legal bases for the recognition and enforcement award. This agreement to arbitrate shall not apply to claims for workers’ compensation or unemployment compensation or to claims for temporary or preliminary injunctive relief arising out of or related to misappropriation of trade secrets or confidential information, unfair competition or breach of any arbitral award non-competition or non-solicitation agreement between me and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqCompany.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any All controversies, claims, disputes and differences between IQE and RFMD arising out of or under this Agreement shall first be attempted to be settled amicably through negotiations. Specifically, before arbitration can be commenced by either party, the heads of the respective business units for IQE and RFMD shall be required to meet in-person in Washington, DC and negotiate in good faith to try to settle the issues if prior negotiations have been unsuccessful. If the Washington, DC negotiations are unsuccessful in resolving the issues in dispute, controversy or claim (“Dispute”) arising out ofthen before an arbitration is commenced the respective Chief Executive Officers of IQE and RFMD shall be required to meet, relating in person, in Washington, DC, and negotiate in good faith to or in connection with this Agreementsettle any remaining outstanding issues. If the in-person meeting of the CEOs is still unsuccessful, including IQE and RFMD agree that prior to demanding arbitration any question regarding its existencesuch controversy, validity or terminationclaim, dispute, or regarding difference shall be submitted to good-faith non-binding mediation of no shorter than one day in Washington, DC before a breach hereof which qualified mediator. Each party shall bear its own costs associated with any of the aforementioned meetings and mediation and equally share the cost associated with the mediation. In case such controversy, claim, dispute or difference cannot be resolved by good faith discussions between settled amicably through negotiations or mediation, either party may send to the relevant parties within ninety (90) days of other an arbitration demand notice, in which case the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and dispute shall be finally settled byby arbitration in Washington DC, arbitration USA, under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (then in effect by one or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, more arbitrators appointed in accordance with the Rules and said Rules. Either party may request accelerated rules, in accordance with which case the requirements following parties will cooperate in this Section 12.14good faith to adopt procedural rules recommended by the ICC for such accelerated proceedings. The language of the arbitration shall be in English. Each arbitrator, whether selected by a party or otherwise, shall be experienced in writing the semiconductor fabrication industry but cannot be a competitor of either IQE or RFMD. The number of arbitrators shall be one, unless the dispute involves an amount in excess of One Million Dollars, in which case three arbitrators shall hear the dispute. If a single arbitrator is to be selected, the parties shall first attempt to agree on the nomination of a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, the ICC shall provide the parties with a list of three recommended arbitrators meeting the foregoing qualifications, and each party shall delete a person from that list until a single person is left, who shall hear the dispute. If three arbitrators are to be selected, each party shall nominate an arbitrator in its Request or Answer under the ICC Rules. If a party fails to nominate an arbitrator within its Request or Answer, the ICC shall appoint an arbitrator for that party. The two arbitrators nominated, if confirmed by the ICC under its Rules, shall select the third. If the two party-selected arbitrators cannot agree on a third, the ICC shall appoint the third arbitrator. The seat of the arbitration shall be Washington DC. To the fullest extent permitted by law, the arbitral panel is specifically denied and divested of any authority to award damages in excess of compensatory damages and shall not have any jurisdiction or authority to award incidental, consequential, or punitive damages. The arbitration(s) shall have the discretion to award a prevailing party its costs and reasonable and actual attorneys' fees. The award rendered by arbitrator(s) shall be final and binding on upon the relevant parties. Each parties hereto, and may be entered in and enforced in any applicable jurisdiction desired by any of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any disputeExcept as otherwise provided below, controversy the parties shall attempt to resolve all disputes, controversies, or claim (“Dispute”) claims arising under, out of, or relating to or in connection with this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any question regarding its existence, validity or termination, or regarding a breach hereof which Dispute cannot be resolved by good faith discussions through negotiations between the relevant parties within ninety (90) 5 days of notice from one party to the date on which other of the Dispute, such Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, through binding arbitration under and the rules of ADR Services, Inc. then in accordance with the Rules of Arbitration of the International Chamber of Commerce effect (the “Rules”). A Dispute shall be deemed to have arisen when Either party may commence the arbitration by delivering a relevant party (or parties) gives notice to request for arbitration as specified in the other to that effect, pursuant to Section 12.1 hereofRules. The place of arbitration shall be Londonconducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, United Kingdom, and a neutral arbitrator shall be selected as provided in the Rules. The arbitration shall be conducted in an expedited manner, exclusively in the English language, at a site specified by Adviser in New York, NY, U.S.A. The award of the arbitrator shall be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, arbitrators shall be in writing and is final and binding on the relevant parties. Each require payment of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) costs, fees and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award expenses incurred by the prevailing party (or parties) its attorneys’ fees and costs, in any such arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything prevailing party. Judgment upon the award may be entered in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in Section 12.15 hereof for enforcing the purpose of any proceeding for recognition and enforcement of both award may be charged against the arbitral award and the parties’ agreement as to costs of party that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall governresists its enforcement. Notwithstanding anything in this Section 12.14 the foregoing, You agree that the following matters shall not, at the election of Xxxxx, be subject to the contrarybinding arbitration: (a) any dispute concerning Xxxxx’x, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Actits suppliers’, or other applicable law, such invalidity shall not invalidate all its service providers’ IPR; (b) any dispute related to or arising from allegations of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit criminal activity; or (c) any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but claim for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementinjunctive relief.

Arbitration. Any dispute, controversy The Parties recognize the disputes as to certain matters may from time to time arise during the term of this Agreement other than matters within the purview of the ASC as set out in Section 2.2 which relate to either Party's rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of such disputes arising under this Agreement in an expedient manner by mutual cooperation and without resorting to arbitration or claim (“Dispute”) arising out of, relating litigation; except as set forth herein below. The Parties agree that prior to or in connection with any arbitration concerning this Agreement, including any question regarding its existencethey will pursue the same dispute resolution procedures set out in Section 2.2, validity whereby disputes will be elevated first to a member of CFFTI's senior management and the Company's president or terminationCEO, or regarding a breach hereof which cannot be resolved by who will meet and attempt in good faith discussions between to resolve any disputes concerning this Agreement, and thereafter any unresolved disputes will be elevated to members of the relevant parties Parties' respective Boards of Directors, and thereafter, any unresolved disputes will be referred to mediation. Thereafter, in the event a dispute other than matters within ninety the purview of the ASC as set out in Section 2.2 shall remain unresolved, within thirty (9030) days of a formal request by either Party to the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred other, any Party may, by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives written notice to the other other, have such dispute referred for final and binding arbitration to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in Washington, D.C. if the English languagearbitration is requested by the Company, or in Boston, Massachusetts if the arbitration is requested by CFFTI, unless the Parties agree otherwise on a location. The decision or award of three (3) arbitrators, appointed in accordance with arbitration will be conducted under the then current Commercial Arbitration Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the American Arbitration Association ("AAA"), by three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately who are knowledgeable in the areas of corporate law) subject matter that is at issue in the dispute. One arbitrator will be selected by CFFTI and who has served as an one arbitrator in at least five (5) International Chamber of Commerce arbitrationswill be selected by the Company and the third arbitrator will be appointed by the AAA. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with In conducting the arbitration, proceedings the arbitrators will determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery (and provided that the recognition arbitrators will permit such discovery they deem necessary to permit an equitable resolution of the dispute) and enforcement will be able to decree any and all relief of any arbitral an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or specific performance. The arbitrators will also be able to award and actual or general damages (taking into account the costs agreements of the Parties contained herein) and attorney’s 's fees involved and expenses and other reasonable costs incurred in by the recognition prevailing Party in such arbitration, and enforcement proceedingsshall give effect to any liquidated damages provisions contained herein in making such award. The parties further agree that arbitrators will not award any other form of damage (i) attorney’s e.g., consequential, punitive or exemplary damages). During the course of the arbitration neither Party may fail to perform its obligations under this Agreement. The Parties will share equally the arbitrator's fees and costs associated with expenses pending the successful recognition and enforcement resolution of an arbitral award shall always be paid by the arbitration unless the arbitrators require the non-enforcing party (prevailing Party to bear all or parties) and (ii) notwithstanding anything in this Section 12.14 to any portion of the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14the prevailing Party. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including arbitrators will be final and binding and may be enforced by the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, Party in whose favor it shall be determined by a runs in any court of competent jurisdiction that any provision or wording at the option of such Party. Notwithstanding anything to the contrary in this Section 12.1411.10, including either Party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any breach of Article V or Article VII hereof, or otherwise to enforce and protect the Rulespatent rights, shall be invalid or unenforceable under the Delaware Arbitration Actcopyrights, trademarks, or other applicable law, intellectual property rights owned or controlled by such invalidity shall not invalidate all of this Section 12.14Party. In that caseno event will a demand for arbitration be made after PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY the date when the institution of a legal or equitable proceeding based on such claim, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act dispute or other matter in question would be barred by the applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance statute of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementlimitations.

Arbitration. Any disputeThe parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and Executive agree that, with the express exception of any dispute or controversy arising under Sections 11 and 12 of this Agreement, any controversy or claim (“Dispute”) arising out of, of or in any way relating to Executive's employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, shall be settled by arbitration in New Jersey, or such other place agreed to by the parties, as follows: Any such arbitration shall be heard by a single arbitrator. Except as the parties may otherwise agree, the arbitration, including the procedures for the selection of an arbitrator, shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ("AAA"). All attorneys' fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrator shall have the discretion to award costs and/or attorneys' fees as he or she deems appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amounts that are in any way punitive in nature. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is intended that controversies or claims submitted to arbitration under this Section 8 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of any persons concerning them, shall be disclosed to third persons at any time, except to the extent necessary to enforce an award or judgment or as required by law or in response to legal process or in connection with this Agreementsuch arbitration. Notwithstanding the foregoing, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days each of the date on which parties agrees that, prior to submitting a dispute under this Agreement to arbitration, the Dispute is deemed parties agree to arise in accordance with this Section 12.14 shall be referred by any such submit for a period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party tomediator under the auspices of JAMS, and shall be finally settled byNew York, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party New York Resolutions Center (or parties) gives notice to the other to that effectany successor location), pursuant to Section 12.1 hereof. The place the procedures of arbitration shall be London, United Kingdom, and shall be JAMS International Mediation Rules conducted in the English language. The decision New Jersey (however, such mediation or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, obligation to mediate shall be in writing and is final and binding on the relevant parties. Each not suspend or otherwise delay any termination or other action of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in Company or affect the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any Company's other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqrights).) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. The Company and the Executive agree to submit to final ----------- and binding arbitration any and all disputes, claims (whether in tort, in contract, statutory or otherwise) and/or disagreements concerning the interpretation or application of this Agreement; provided, however, that notwithstanding the foregoing, in no event shall any dispute, claim or disagreement arising under Paragraphs 11, 12, 13 and 14 be submitted to arbitration pursuant to this Paragraph 18 or otherwise. Any dispute, controversy or claim (“Dispute”) arising out of, relating and/or disagreement subject to or in connection with arbitration pursuant to the terms of this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot Paragraph 18 shall be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Commercial Arbitration Rules of the American Arbitration Association or any successor organization (the "Association") then in effect. Arbitration under this provision must be initiated within 30 days of the International Chamber action, inaction or occurrence about which the party initiating the arbitration is complaining. Within ten days of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant initiation of an arbitration hereunder, each party (or parties) gives notice to the other to that effect, will designate an arbitrator pursuant to Section 12.1 hereofRule 14 of the Association's Rules, and within 10 days thereafter the appointed arbitrators will appoint a neutral arbitrator from the panel in the manner prescribed in Rule 13 of the Association's Rules; provided, however, that if the Company and the Executive mutually agree, the arbitration may be conducted by a single arbitrator selected by agreement of the Company and the Executive. The place Executive and the Company agree that the decision of arbitration shall the arbitrators selected hereunder will be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant both parties. Each of the three (3) arbitrators This arbitration provision is expressly made pursuant to and shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in governed by the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costsFederal Arbitration Act, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings9 U.S.C. Sections 1-14. The parties further hereto agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement pursuant to Section 9 of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction such Act a judgment of any state court identified located in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitiveXxxxxxxx County, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the RulesArkansas, shall be invalid or unenforceable under entered upon the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as award made pursuant to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreementarbitration.

Arbitration. 18.1 Any disputecontroversy, controversy dispute or claim (“Dispute”) arising out of, of or relating to this Agreement or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a the breach hereof which cannot be resolved settled by good faith discussions between mutual agreement (other than with respect to the relevant parties within ninety (90) days of the date on matters covered by Section 9 for which the Dispute is deemed to arise in accordance with this Section 12.14 shall Company may, but will not be referred by any such party required to, and shall seek injunctive relief) will be finally settled by, by binding arbitration under and in accordance with the Rules of Federal Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party Act (or partiesif not applicable, the applicable state arbitration law) gives as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to that effectarbitration in Parsippany, pursuant New Jersey, to Section 12.1 hereof. The place of arbitration shall be Londonthe American Arbitration Association, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, before a single arbitrator appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each arbitration rules of the three American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (320) arbitrators shall be an attorney with at least days, either party, upon ten (10) years of practice (at least five (5) of which must be predominately days notice to the other, may so submit the points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the areas arbitration proceedings. 18.2 The decision of corporate law) the arbitrator on the points in dispute will be final, unappealable and who has served binding, and judgment on the award may be entered in any court having jurisdiction thereof. 18.3 Except as an otherwise provided in this Agreement, the arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award will be authorized to apportion its fees and expenses and the prevailing party (or parties) its reasonable attorneys’ fees and costsexpenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, arbitration administrative fees, panel member the fees and costsexpenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. Notwithstanding the foregoing, the Executive shall be entitled to receive reimbursement of all fees and cost incurred by the Executive in connection with any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved arbitration in the recognition and enforcement proceedings. event the Executive is deemed to have prevailed in such arbitration as determined by the arbitrator. 18.4 The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 18 has been included to the contrary rapidly and without inconsistency inexpensively resolve any disputes between them with respect to this arbitration provisionAgreement, the parties consent to the non-exclusive jurisdiction and that this Section 18 will be grounds for dismissal of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as action commenced by either party with respect to costs of that proceeding in accordance with this Section 12.14. The Agreement, other than post-arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awardedactions seeking to enforce an arbitration award. In the event of that any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with court determines that this arbitration provisionprocedure is not binding, apply to or otherwise allows any court identified in Section 12.15 hereof to seek interim provisional litigation regarding a dispute, claim or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of covered by this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubtproceed, the parties have no desire hereto hereby waive any and all right to have a trial by jury in or with respect to such litigation. 18.5 The parties will keep confidential, and will not disclose to any person, except as may be required by law, the Delaware Arbitration Act apply existence of any controversy hereunder, the referral of any such controversy to this Agreementarbitration or the status or resolution thereof.

Arbitration. Any dispute25.1 ARBITRATION (Applicable in case of supply orders/Contracts with firms, controversy or claim other than Public Sector Enterprises) (“Dispute”) arising out ofNot applicable in cases valuing less than Rs 5 lakhs) 1. There shall be no arbitration for disputes involving claims upto Rupees 25 Lakhs and more than Rs100 Crores. Disputes involving claims above Rs100 Crores shall be adjudicated under the Commercial Courts, relating to or in connection with this AgreementCommercial Division and Commercial Appellate Division of High Courts Act, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot 2015. 2. Arbitration can be resolved invoked by good faith discussions between the relevant parties within ninety (90) days giving Invocation Notice only after expiry of the date on which 60 days’ period as per Dispute Notice stipulated in the para above. 3. The party wishing to refer a Dispute is deemed to arise in accordance with this Section 12.14 Arbitration shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives give notice to the other party specifying all the points of Disputes with details of the amount or claim to that effectbe referred to arbitration ("Invocation Notice"). If the claim is in foreign currency, pursuant to Section 12.1 hereofthe claimant shall indicate its value in Indian Rupee also. The place closing market rate in an exchange declared by SBI on the date prior to the date of notice should be adopted for conversion of foreign currency in Indian Rupees. 4. For a dispute involving claims above Rs 25 Lakhs and upto Rs 5 Crores, in case other party is Claimant, ONGC will forward a list containing names of five jurists to the other party for selecting one from the list who will be appointed as sole arbitrator by ONGC. In case ONGC itself is the Claimant, it shall appoint the Sole Arbitrator by invoking the Arbitration clause and inform the Contractor. Such dispute shall be resolved by fast track procedure specified in Section 29B of the Arbitration and Conciliation Act, 1996. 5. For a dispute involving claims above Rs5 Crores and upto Rs100 Crore, the claimant shall appoint an Arbitrator and communicate the same to the other Party in the Invocation Notice itself along with the copy of disclosure made by nominated Arbitrator in the form specified in Sixth Schedule of the Arbitration & Conciliation Act, 1996. For the purpose of Section 21, the Arbitration Proceeding shall commence only upon date of receipt of Invocation Notice complete in all respects mentioned above. The other Party shall then appoint the second Arbitrator within 15 days from the date of receipt of written notice. The two Arbitrators appointed by the Parties shall appoint the third Arbitrator, within 30 days, who shall be the Presiding Arbitrator. The parties agree that they shall appoint only those persons as arbitrators who accept the conditions of this arbitration clause. No person shall be appointed as arbitrator or presiding arbitrator who does not accept the conditions of this arbitration clause. 6. For the purpose of appointment of Arbitrator(s), claims amount shall be computed excluding claim for interest, if any. 7. Parties agree that neither party shall be entitled for any pre-reference or pendente-lite interest, i.e. date of cause of action till date of Award by Arbitral Tribunal. Parties agree that claim for any such interest shall not be considered and shall be void. The Arbitrator or Tribunal shall have no right to award pre- reference or pendent-lite interest in the matter. 8. The fees payable to each Arbitrator shall be as per rules framed by the High Court in whose territorial jurisdiction as per contract and seat of arbitration is situated. In case no rules have been framed, the fees prescribed may be as per Fourth Schedule of the Arbitration and Conciliation Act, 1996. However, Arbitrator may fix their fees keeping the aforesaid schedule as guiding factor. 9. If after commencement of the Arbitration proceedings, the parties agree to settle the dispute mutually or refer the dispute to conciliation, the arbitrators shall put the proceedings in abeyance until such period as requested by the parties. Where the proceedings are put in abeyance or terminated on account of mutual settlement of dispute by the parties, the fees payable to the arbitrators shall be determined as under: (i) 20%of the fees if the claimant has not submitted statement of claim. (ii) 40% of the fees if the pleadings are complete. (iii) 60% of the fees if the hearing has commenced. (iv) 80% of the fees if the hearing is concluded but the award is yet to be passed. 10. Each party shall be responsible to make arrangements for the travel and stay etc. of the arbitrator appointed by it. Claimant shall also be responsible for making arrangements for travel / stay arrangements for the Presiding Arbitrator and the expenses incurred shall be shared equally by the parties. In case of sole arbitrator, ONGC shall make all necessary arrangements for his travel/ stay and the expenses incurred shall be shared equally by the parties. 11. The seat of the arbitration shall be Londonthe place from where the LOA / NOA has been issued. For the sake of convenience, United Kingdom, and Parties may agree to hold the proceedings at any other venue. The arbitration shall be conducted in the English language. The decision or award of three (3) arbitratorsInsofar as practicable, appointed in accordance with the Rules and in accordance with Parties shall continue to implement the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each terms of the three (3) arbitrators shall be an attorney with at least ten (10) years Contract notwithstanding the initiation of practice (at least five (5) Arbitration proceedings. 12. Parties agree that neither party may amend or supplement its claim during the course of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. 13. The parties may, after invocation of dispute, agree for sharing the cost of Arbitration equally on 50:50 basis. 14. Subject to the above, the provisions of the Arbitration and Conciliation Act, 1996 as amended and applicable from time to time shall apply to the arbitration proceedings under this Contract. 25.2 Arbitration clause for settlement of commercial disputes between Public Sector Enterprises inter se and Public Sector Enterprise(s) and Government Department(s) through Permanent Machinery of Arbitrators (PMA) in the Department of Public Enterprises. 25.3 Resolution of disputes through conciliation by OEC (Not applicable in cases valuing less than Rs 10 lakhs): Parties hereby agree as under: If any difference or dispute (hereinafter referred as “Dispute”) under the Contract arises, the party shall give a 60 days written notice ("Dispute Notice") to the identified officer of the other party mentioned in the Contract giving details of the Dispute. The Parties shall use all reasonable endeavours to resolve the Dispute mutually and amicably. All efforts by either party within these 60 days Dispute Notice Period shall be kept confidential by both the parties under Section 75 of the Arbitration and Conciliation Act, 1996. Parties shall not rely upon any views expressed or suggestions made by the other party, admissions made by the other party or the fact that the other party had indicated his willingness to enter into a settlement as evidence in any Forum / arbitration / court proceeding. If Parties are unable to resolve the Dispute amicably within 60 days of receipt of the Dispute Notice, then after expiry of the 60 days’ Dispute notice period, the aggrieved Party can refer the Dispute to conciliation and / or arbitration subject to terms and conditions contained herein below: 1) Parties further agree that (following matters shall not be referred to conciliation or arbitration: i) attorneyAny claim, difference or dispute relating to, connected with or arising out of ONGC’s fees and costs associated decision to initiate any proceedings for suspension or banning, or decision to suspend or to ban business dealings with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (Bidder / Contractor and/or with any other person involved or parties) and (connected or dealing with bid / contract / bidder / contractor. ii) notwithstanding anything in this Section 12.14 to Any claim, difference or dispute relating to, connected with or arising out of ONGC’s decision under the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction provisions of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award Integrity Pact executed between ONGC and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqBidder / Contractor.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any The parties shall endeavor to settle all disputes by amicable negotiations. Except as otherwise provided herein, any claim, dispute, disagreement or controversy or claim (“Dispute”) arising out of, that arises between the parties relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which canAgreement that is not amicably settled shall be resolved by good faith discussions between the relevant parties within ninety arbitration, as follows: (90a) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be referred by any Any such party to, and shall be finally settled by, arbitration under and in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall be Londonheard in The City of New York, United KingdomNew York, and shall be conducted in the English language. The decision or award before a panel consisting of one (1) to three (3) arbitrators, each of whom shall be impartial. Upon the written Request of Arbitration of either party hereto to commence arbitration hereunder, the 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 of the American Arbitration Association. In determining the number and appropriate background of the arbitrators, the appointing authority shall give due consideration to the issues to be resolved, but his or her decision as to the number of arbitrators and their identity shall be 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 claim to be arbitrated. (c) All attorneys' fees and costs of the arbitration shall in accordance with the Rules first instance be borne by the respective party incurring such costs and fees, but the arbitrators shall have the discretion to award costs and/or attorneys' fees as they deem appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amount that in accordance with any way reflects punitive damages. (d) Judgment on the requirements following award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (e) It is intended that controversies or claims submitted to arbitration under this Section 12.149.10 shall remain confidential, and to that end it is agreed by the parties that neither the facts disclosed in the arbitration, the issues arbitrated, nor the views or opinions of any persons concerning them, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with disclosed to third persons at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costsany time, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 except to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or 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 decision or award. Notwithstanding any provision of under this Agreement Section 9.10 shall be conducted pursuant to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws commercial arbitration rules of the State of Delaware, including the Uniform American Arbitration Act (10 Del. C. § 5701 et seqAssociation.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.

Arbitration. Any i. Other than for the grounds set forth in the section below labeled “Exceptions to Agreement to Arbitrate”, in the event of any dispute, controversy claim, question or claim (“Dispute”) disagreement arising out of, from or relating to the Terms or in connection with this Agreementthe breach thereof, including any question regarding its existencethe parties hereto shall use their best efforts to settle the dispute, validity or terminationclaim, question, or regarding disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a breach hereof which canjust and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise binding arbitration in accordance with this Section 12.14 shall be referred by any such party toIredell County, and shall be finally settled byNorth Carolina, arbitration under and in accordance with the Commercial Arbitration Rules of the American Arbitration of the International Chamber of Commerce Association (the “RulesAAA”), subject to the limitations of this Section. A Dispute This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be deemed filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties. ii. The arbitrator will have arisen when no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to the Terms. The arbitrator may render a relevant summary disposition relative to all or some of the issues, provided that the responding party (or parties) gives has had an adequate opportunity to respond to any such application for such disposition. iii. The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to that effectprotect its interests. Further, pursuant to Section 12.1 hereof. The place of arbitration shall be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding judgment on the relevant parties. Each of the three (3) arbitrators shall arbitrators’ award may be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately entered in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the contrary, any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seqhaving jurisdiction.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 12.14, including the Rules, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 12.14. In that case, this Section 12.14 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the avoidance of doubt, the parties have no desire to have the Delaware Arbitration Act apply to this Agreement.