Common use of Choice of Law; Arbitration Clause in Contracts

Choice of Law; Arbitration. A. Employer and Employee acknowledge and agree that this Agreement shall be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principles or rules thereof. B. Any controversy or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; and may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half of the administrative and arbitrator fees for any arbitration pursuant to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunder.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) they are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Company concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the National Association of Securities Dealers, Inc. (the "NASD"), as the Member or entity instituting the arbitration may elect. If the NYSE or NASD does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any and all right claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. Such forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such state. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) they are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Company concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the Financial Industry Regulatory Authority ("FINRA," formerly, the National Association of Securities Dealers, Inc.), as the Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis claims encompassed by the amounts to which Employee is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunder.putative class action until: (i) the class certification is

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating the Fund to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (i) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (ii) they are waiving their right to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited and different from court proceedings; (iv) the arbitrator’s award is not required to include factual findings or legal reasoning and a party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (v) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the “NYSE”) or the Financial Industry Regulatory Authority, Inc. (“FINRA”), as the Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the Person or Persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any Person who has initiated in court a putative class action; or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any and all right claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. Such forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and agree that this (a) This Agreement shall be interpreted, subject to and governed by and construed in accordance with the laws of the State of TexasDelaware, without regard excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the conflict laws of laws principles or rules thereofanother state. B. (b) Any controversy or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, claim arising out of, of or relating to Employee’s employment this Agreement, or the termination breach thereof, shall be submitted to final and binding settled by arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted administered by the Federal American Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment Association in accordance with its Commercial Arbitration Rules and sexual assault disputes arising under federal, state, local, or tribal law, unless judgment on the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought award rendered by the Company that arises under Section V or VI arbitrators may be entered in any court having jurisdiction thereof. The place of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute arbitration shall be decided by Houston, Texas, and the arbitrator. This Article VII hearings shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office conducted in Houston, Texas. Such If the claim in the demand for arbitration is less than $1 million, there shall be one (1) arbitrator; otherwise, there shall be three (3) arbitrators. In the case of one (1) arbitrator, the arbitrator shall be provided through JAMS jointly appointed by the Parties within thirty (30) days of the filing of the demand for arbitration. In the case of three (3) arbitrators, one shall be appointed by the claimant(s) in the demand for arbitration, the second appointed by the respondent(s) within thirty (30) days of receipt of the demand for arbitration, and the third, who shall act as chairman of the arbitral tribunal, appointed by the Parties within thirty (30) days of the appointment of the second arbitrator. If any arbitrators are not appointed within these time periods, the American Arbitration Association shall make the appointment(s). All arbitrators must (a) be neutral parties who have never been officers, directors or employees of Parent or any of its Affiliates and (b) have not less than seven years’ experience in the energy industry. An arbitral tribunal constituted under this agreement may, unless consolidation would prejudice the rights of any Party, consolidate an arbitration hereunder with arbitration under the Services and Secondment Agreement, dated as of the date hereof, among the Partnership, the General Partner, Parent and PennTex Midstream Management Company, LLC, a Delaware limited liability company, if the arbitration proceedings raise common questions of law or fact. If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail. The award shall be made within twelve months of the filing of the notice of intention to arbitrate (demand), and the arbitrators shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by the arbitrators for good cause shown, or by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectParties. The arbitrator arbitrators shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable have no right to employment disputes in effect at the time grant or award indirect, consequential, punitive or exemplary damages of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx)any kind. The award or decision of the arbitrator arbitrators shall be rendered in writing; shall be final and binding on the parties; and may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half of the administrative and arbitrator fees for any arbitration pursuant to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver shall not be deemed to constitute a waiver of adjudication accompanied by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacitiesreasoned opinion. Except as may be prohibited required by law, this waiver includes neither a Party nor an arbitrator may disclose the ability to assert claims as a plaintiff existence, content, or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result results of any arbitration hereunder without the prior written consent of the other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderParties.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof the State of Delaware. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between or dispute between Employer (including among Members or one or more Members and the Fund in connection with the Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (i) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (ii) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) the arbitrator’s award is not required to include factual findings or legal reasoning and a party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (v) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of the Financial Industry Regulatory Authority (“FINRA”) as the Member or entity instituting the arbitration may elect. If FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for binding and conclusive upon the Member. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a Member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) they are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Company concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the Financial Industry Regulatory Authority, Inc. ("FINRA"), as the Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the Person or Persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any Person who has initiated in court a putative class action; or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any and all right claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. Such forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) they are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and may be enforced by judgment and (5) the panel of arbitrators will typically include a minority of arbitrators who were or order of a court of competent jurisdictionare affiliated with the securities industry. D. Subject to Section VII.F, each party shall pay one-half of (c) All controversies that may arise among Members and one or more Members and the administrative and arbitrator fees for any arbitration pursuant to Company concerning this Agreement. Each party Agreement shall be solely responsible for paying such party’s own further costs for determined by arbitration in New York City in accordance with the arbitrationFederal Arbitration Act, including his, her or its own attorneys’ fees; provided, however, that if Employee is to the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited fullest extent permitted by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled . Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the National Association of Securities Dealers, Inc. (the "NASD"), as a result the Member or entity instituting the arbitration may elect. If the NYSE or NASD does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee such arbitration may be entitled as a result entered in the Supreme Court of the State of New York or in any other court having jurisdiction of the person or persons against whom such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunder.award is

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Each Member agrees to submit all controversies arising between or among Members or one or more Members and the Fund in connection with the Fund or its businesses or concerning any transaction, dispute between Employer (including its officersor the construction, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal performance or equitable cause breach of actionthis or any other agreement, whether based entered into prior to, on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator’s award is not required to include factual findings or legal reasoning and a party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The New York Stock Exchange, Inc. or the Financial Industry Regulatory Authority, Inc., to the fullest extent permitted by law. The parties may also select any other national securities exchange’s arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the fullest extent permitted by law. Judgment on any award of any such arbitration may be enforced by judgment entered in the Supreme Court of the State of New York or order in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half putative class who has not opted out of the administrative class with respect to any claims encompassed by the putative class action unless and arbitrator fees for any arbitration pursuant until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages enforce an agreement to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Each Member agrees to submit all controversies arising between or among Members or one or more Members and the Fund in connection with the Fund or its businesses or concerning any transaction, dispute between Employer (including its officersor the construction, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal performance or equitable cause breach of actionthis or any other agreement, whether based entered into prior to, on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The New York Stock Exchange, Inc. or the Financial Industry Regulatory Authority, Inc., to the fullest extent permitted by law. The parties may also select any other national securities exchange's arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the fullest extent permitted by law. Judgment on any award of any such arbitration may be enforced by judgment entered in the Supreme Court of the State of New York or order in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half putative class who has not opted out of the administrative class with respect to any claims encompassed by the putative class action unless and arbitrator fees for any arbitration pursuant until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages enforce an agreement to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Each Member and the Special Advisory Member agree to submit all controversies arising between or among Members or one or more Members and the Fund in connection with the Fund or its businesses or concerning any transaction, dispute between Employer (including its officersor the construction, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal performance or equitable cause breach of actionthis or any other agreement, whether based entered into prior to, on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The New York Stock Exchange, Inc. ("NYSE") or the National Association of Securities Dealers, Inc. (the "NASD"), to the fullest extent permitted by law. The parties may also select any other national securities exchange's arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the fullest extent permitted by law. Judgment on any award of any such arbitration may be enforced by judgment entered in the Supreme Court of the State of New York or order in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half putative class who has not opted out of the administrative class with respect to any claims encompassed by the putative class action unless and arbitrator fees for any arbitration pursuant until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages enforce an agreement to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) they are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Company concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any and all right claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. Such forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed in writing, each member agrees to submit all controversies arising between or dispute between Employer (including among members or one or more members and the Fund in connection with the Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration Each member understands that: (the current version of which 1) Arbitration is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) The parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) Pre-arbitration discovery is generally more limited than and different from court proceedings; (4) The arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) A panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among members and one or more members and the fund concerning this agreement shall be determined by arbitration in New York City in accordance with the federal arbitration act, to the fullest extent permitted by law. Any arbitration under this agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the national association of securities dealers, inc. (the "NASD"), as the member or entity instituting the arbitration may elect. If the NYSE or NASD does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a entered in the supreme court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half the State of New York or in any other court having jurisdiction of the administrative and arbitrator fees person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by rights under this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein agreement except to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderextent stated herein.

Choice of Law; Arbitration. A. Employer This Agreement is governed, controlled, interpreted and Employee acknowledge and agree that this Agreement shall be interpreted, governed defined exclusively by and construed in accordance with under the laws of the State of TexasNew York and the United States, without regard to the conflict conflicts of laws principles provisions thereof. All actions or rules thereof. B. Any controversy or dispute between Employer (including its officersproceedings arising in connection with, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, touching upon or relating to Employee’s employment or this Agreement, the termination thereof, breach thereof and/or the scope of the provisions of this Section (a “Proceeding”) shall be submitted to final and JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the sole “Rules”) to be held solely in New York, New York, U.S.A., in the English language in accordance with the provisions below. 12.1 Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the Parties. If the Parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years’ experience in commercial matters. The Arbitral Board shall assess the cost, fees and exclusive remedy for such controversy expenses of the arbitration against the losing party, and the prevailing party in any arbitration or disputelegal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this Agreement arbitration clause to be enforceable under applicable law. The Parties shall not require be entitled to conduct discovery, provided that (a) the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the Employee Retirement Income Security Actissues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, as amended; and (2b) any claim as discovery shall be limited to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment depositions and sexual assault disputes arising under federal, state, local, or tribal law, production of documents unless the Employee elects to arbitrate these claims; or Arbitral Board finds that another method of discovery (4e.g., interrogatories) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues most reasonable and cost efficient method of arbitrability of any dispute obtaining the information sought. 12.2 There shall be decided by a record of the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator proceedings at the JAMS office in Houston, Texasarbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board’s decision. Such arbitrator shall be provided through JAMS by mutual agreement If neither Party gives written notice requesting an appeal within ten (10) business days after the issuance of the parties to the arbitration; provided that, absent such agreementStatement of Decision, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or Arbitral Board’s decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of VMT, such other court having jurisdiction over VMT, which may be made ex parte, for confirmation and enforcement of the award. If either Party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of VMT, such other court having jurisdiction over VMT, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and including the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. 12.3 Subject to a party’s right to appeal pursuant to the above, neither party shall challenge or order of resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each Party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither Party shall be entitled or permitted to commence or maintain any action in a court of competent jurisdiction. D. Subject law with respect to Section VII.F, each party any matter in dispute until such matter shall pay one-half have been submitted to arbitration as herein provided and then only for the enforcement of the administrative and arbitrator fees for any arbitration pursuant to this Agreement. Each party shall be solely responsible for paying such partyArbitral Board’s own further costs for the arbitration, including his, her or its own attorneys’ feesaward; provided, however, that if Employee is prior to the prevailing appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, such other court that may have jurisdiction over a party, without thereby waiving its right to arbitration of the arbitrationdispute or controversy under this Section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, Employer shall pay all amounts except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, VMT hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Media Company, its parents, subsidiaries and damages to which Employee may be entitledaffiliates, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee or the use, publication or dissemination of any advertising in connection with such arbitrationmotion picture, production or project. The provisions of this Section shall supersede any inconsistent provisions of any prior agreement between the parties. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby12.4 THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, providedIN CONNECTION WITH, howeverTOUCHING UPON OR RELATING TO THIS AGREEMENT, that the parties hereto agree that such waiver shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by lawTHE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 12.3, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceedingWHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunder.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof the State of Delaware. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between or dispute between Employer (including among Members or one or more Members and the Fund in connection with the Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies m court, including the right to jury trial; (3) pre-arbitration discovery 1s generally more limited than and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the Financial Industry Regulatory Authority, Inc. ("FINRA"), as the Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the detennination of the arbitrators shall be solely responsible for paying such party’s own further costs for binding and conclusive upon the Member. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a Member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the D82/ 30859320.2 class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed in writing, each Member and the Special Advisory Member agree to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal one or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment more Members or the termination thereof, shall be submitted Special Advisory Member and the Fund to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) they are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members or the Special Advisory Member and the Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the Financial Industry Regulatory Authority, Inc. ("FINRA"), as the Member or Special Advisory Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any and all right claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. Such forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act without regard to the conflict of laws law principles or rules thereofof such state. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between Members or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The provisions set forth below and understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) they are waiving their right to seek remedies in court, including the right to a jury trial; (3) pre-arbitration discovery is generally more limited and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Company concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for the binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any and all right claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. Such forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer This Agreement and Employee acknowledge and agree that this Agreement the relationship of the Parties hereunder shall be interpreted, interpreted and governed by and construed in accordance with the federal laws of the United States of America and the laws of the State of TexasNew York, U.S.A., without regard to any principles respecting conflicts of law. The United Nations Convention on Contracts for the conflict International Sale of laws principles or rules thereof. B. Any controversy or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement Goods shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; and may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half of the administrative and arbitrator fees for any arbitration pursuant apply to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her Any controversy or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding claim arising out of or related relating to this Agreement Agreement, or the matters contemplated herebyinterpretation or breach thereof shall be settled by arbitration administered by the International Chamber of Commerce (“ICC”) in accordance with its Arbitration Rules and Title 9 of the U.S. Code . The number of arbitrators shall be three, one of whom shall be nominated by each of the Parties and the third of whom shall be nominated by the Party-appointed arbitrators, if possible, within 30 days of the nomination of the second arbitrator and thereafter by the ICC. The place of arbitration shall be New York, New York. The language of the arbitration shall be English, but documents or testimony may be submitted in other languages if a translation is provided. The arbitrator(s) shall not have the power to alter, howevermodify, that amend, add to or subtract from any term or provision of this Agreement, or to award damages or other remedies expressly prohibited or limited by this Agreement, or punitive damages of any nature. Judgment on the parties hereto agree award rendered by the arbitrators may be entered in any court having jurisdiction thereof. As the sole exception to the foregoing agreement to arbitrate, indemnification disputes for the defense of third party claims may be made in any court of competent jurisdiction on such showing and subject to such requirements as may apply therein. The Parties hereby irrevocably waive any claim that such waiver shall not be deemed to constitute a waiver of adjudication by suit, action or proceeding brought in a court having appropriate jurisdiction. Employee has been brought in an inconvenient forum, and Employer waive agree to submit any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein non-arbitrable disputes to the contrary, exclusive personal jurisdiction of the federal and state courts located in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderNew York City.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof the State of Delaware. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between or dispute between Employer (including among Members or one or more Members and the Fund in connection with the Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator’s award is not required to include factual findings or legal reasoning and a party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the “NYSE”) or the Financial Industry Regulatory Authority, Inc. ( “FINRA”), as the Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for binding and conclusive upon the Member. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a Member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Each Member and the Special Advisory Member agree to submit all controversies arising between or among Members or one or more Members and the Fund in connection with the Fund or its businesses or concerning any transaction, dispute between Employer (including its officersor the construction, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal performance or equitable cause breach of actionthis or any other agreement, whether based entered into prior to, on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator’s award is not required to include factual findings or legal reasoning and a party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The New York Stock Exchange, Inc. (“NYSE”) or the National Association of Securities Dealers, Inc. (the “NASD”), to the fullest extent permitted by law. The parties may also select any other national securities exchange’s arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the fullest extent permitted by law. Judgment on any award of any such arbitration may be enforced by judgment entered in the Supreme Court of the State of New York or order in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half putative class who has not opted out of the administrative class with respect to any claims encompassed by the putative class action unless and arbitrator fees for any arbitration pursuant until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages enforce an agreement to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Unless otherwise agreed to in writing by the Adviser, each Member agrees to submit all controversies arising between or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors among Members or one or more Members and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: the (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The New York Stock Exchange, Inc. (the "NYSE") or the Financial Industry Regulatory Authority ("FINRA") to the fullest extent permitted by law. The parties may also select any other national securities exchange's arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the fullest extent permitted by law. If the NYSE, FINRA, or other national securities exchange board does not accept the arbitration for consideration, the arbitration shall be determined before an arbitration panel in New York, New York selected from and administered by J.A.M.S. Inc. in accordance with its then existing arbitration rules or procedures. Judgment on any award of any such arbitration may be enforced entered in the Supreme Court of the State of New York or in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) To the fullest extent permissible by judgment applicable law and unless otherwise agreed to in writing by the Adviser and the Board, each Member hereby waives any right to assert any claim or order participate in any claim against the Fund, the Board, the Adviser, a Member or any of their officers, affiliates or representative by means of any class action, collective action or representative action, whether as a class representative or as a member of a class. If, notwithstanding the foregoing waiver, a court of competent jurisdiction. D. Subject or law permits a Member to Section VII.Fparticipate in a class, each party shall pay one-half of the administrative and arbitrator fees for any arbitration pursuant to this Agreement. Each party shall be solely responsible for paying collective or representative action, then such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, Member nevertheless agrees that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver shall not be deemed entitled to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional recover attorneys' fees or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes costs associated with pursuing the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to action, and the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement Member who initiates or participates as a result member of the class will not submit a claim or otherwise participate in any other breach of this Agreement by Employerrecovery secured through the class, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereundercollective or representative action.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Each Member and the Special Advisory Member agree to submit all controversies arising between or among Members or one or more Members or the Special Advisory Member and the Fund in connection with the Fund or its businesses or concerning any transaction, dispute between Employer (including its officersor the construction, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal performance or equitable cause breach of actionthis or any other agreement, whether based entered into prior to, on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The New York Stock Exchange, Inc. ("NYSE") or the National Association of Securities Dealers, Inc. (the "NASD"), to the fullest extent permitted by law. The parties may also select any other national securities exchange's arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the fullest extent permitted by law. Judgment on any award of any such arbitration may be enforced by judgment entered in the Supreme Court of the State of New York or order in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half putative class who has not opted out of the administrative class with respect to any claims encompassed by the putative class action unless and arbitrator fees for any arbitration pursuant until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages enforce an agreement to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof the State of Delaware. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between or dispute between Employer (including among Members or one or more Members and the Master Fund in connection with the Master Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Master Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the NASD Regulation, Inc. (the "NASDR"), as the Member or entity instituting the arbitration may elect. If the NYSE or NASDR does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for binding and conclusive upon the Member. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a Member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof the State of Delaware. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between or dispute between Employer (including among Members or one or more Members and the Fund in connection with the Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator’s award is not required to include factual findings or legal reasoning and a party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the “NYSE”) or the Financial Industry Regulatory Authority, Inc. (“FINRA”), as the Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for binding and conclusive upon the Member. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a Member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof the State of Delaware. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between or dispute between Employer (including among Members or one or more Members and TEI Fund in connection with TEI Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator’s award is not required to include factual findings or legal reasoning and a party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and TEI Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the “NYSE”) or the Financial Industry Regulatory Authority, Inc. (“FINRA”), as the Member or entity instituting the arbitration may elect. If the NYSE or FINRA does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for binding and conclusive upon the Member. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a Member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof such State. B. Any controversy (b) Each Member and the Special Advisory Member agree to submit all controversies arising between or among Members or one or more Members or the Special Advisory Member and the Fund in connection with the Fund or its businesses or concerning any transaction, dispute between Employer (including its officersor the construction, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal performance or equitable cause breach of actionthis or any other agreement, whether based entered into prior to, on contract, common law, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The Each Member understands that: (1) arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (2) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (5) a panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by The New York Stock Exchange, Inc. ("NYSE") or the National Association of Securities Dealers, Inc. (the "NASD"), to the fullest extent permitted by law. The parties may also select any other national securities exchange's arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel. Judgment on any award of any such arbitration may be enforced by judgment entered in the Supreme Court of the State of New York or order in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half putative class who has not opted out of the administrative class with respect to any claims encompassed by the putative class action unless and arbitrator fees for any arbitration pursuant until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages enforce an agreement to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.

Choice of Law; Arbitration. A. Employer (a) NOTWITHSTANDING THE JURISDICTION IN WHICH THIS AGREEMENT OR THE SUBSCRIPTION AGREEMENT MAY BE EXECUTED, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. In particular, it shall be construed to the maximum extent possible in conformity with the terms and Employee acknowledge conditions of the Delaware Act and in particular, the provisions thereof relating to freedom of contract. (b) Each of the parties hereto and their respective affiliates (for purposes of this Section 13.2(b) collectively, the “Parties”) hereby irrevocably agree that this Agreement shall be interpretedany and all claims, governed by and construed in accordance with the laws of the State of Texascounterclaims, without regard to the conflict of laws principles cross-claims, disputes or rules thereof. B. Any controversy or dispute between Employer (including its officers, employees, directors, shareholders, agents, successors and assigns) and Employee that establishes a legal or equitable cause of action, whether based on contract, common law, or federal, state or local statute or regulation, controversies arising out of, of or relating to Employee’s employment this Agreement or the termination thereofMemorandum or such document’s applicability, breach, interpretation or validity and/or the relationship among some or all of the Parties arising out of or relating to this Agreement, the Memorandum or otherwise, will be finally resolved by arbitration, to be held in the Borough of Manhattan, New York County, New York U.S.A. under the Commercial Arbitration Rules then in effect of the American Arbitration Association (“AAA”), which shall be submitted the exclusive jurisdiction and venue for any such claims, counterclaims, cross-claims, disputes or controversies. The language of the arbitration shall be English. Each Party waives any and all rights, under law or in equity, to object or contest the jurisdiction and venue of said tribunal. The arbitrator(s) to be selected in any such proceeding will be neutral and knowledgeable in private equity fund industry standards and practices and the arbitrator(s) will state in writing the reasons for the award and the legal and factual conclusions underlying the award. Any arbitration proceeding shall be conducted in a confidential manner and shall be identified to the AAA as a confidential proceeding. The award of the arbitrator(s) will be final and binding arbitration as binding. Judgment upon the sole award may be confirmed and entered in any court having jurisdiction over the Parties, and the Parties hereby waive any objection, and specifically consent to, the non-exclusive remedy jurisdiction and venue of the state or federal courts located in the County of New York, State of New York for such controversy purpose. The Parties also agree that the AAA Optional Rules for Emergency Measures of Protection shall provide the exclusive procedures by which any of the Parties may seek emergency interim relief prior to selection of the arbitrator(s) as referenced above. For the avoidance of doubt, none of the Parties shall have recourse to the courts for purposes of seeking emergency or disputeinterim relief at any time. Notwithstanding the foregoing, this Agreement nothing contained herein shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The arbitrator shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration (the current version of which is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; and may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half of the administrative and arbitrator fees for any arbitration pursuant to this Agreement. Each party shall be solely responsible for paying such party’s own further costs for the arbitration, including his, her or its own attorneys’ fees; provided, however, that if Employee is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each of the parties hereto herby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdictionany rights that any person may have under applicable laws to the extent that such rights may not be waived, modified or limited under such laws (including U.S. federal securities laws). Employee and Employer waive any constitutional The parties hereby agree that no punitive or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may consequential damages shall be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member awarded in any purported class action, suit or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII proceeding against any party with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderAgreement.

Choice of Law; Arbitration. A. Employer and Employee acknowledge and (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement all the terms and provisions hereof shall be interpreted, governed by and construed in accordance with under the laws of the State of TexasDelaware, including the Delaware Act, without regard to the conflict of laws law principles or rules thereofof the State of Delaware. B. Any controversy (b) Unless otherwise agreed in writing, each Member agrees to submit all controversies arising between or dispute between Employer (including among Members or one or more Members and the Master Fund in connection with the Master Fund or its officersbusinesses or concerning any transaction, employeesdispute, directorsor the construction, shareholdersperformance, agents, successors and assigns) and Employee that establishes a legal or equitable cause breach of actionthis or any other agreement, whether based on contractentered into prior to, common lawon, or federal, state or local statute or regulation, arising out of, or relating to Employee’s employment or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Notwithstanding the foregoing, this Agreement shall not require the parties hereto to arbitrate pursuant to this Agreement: (1) any claim under a Company benefit plan subject subsequent to the Employee Retirement Income Security Act, as amended; (2) any claim as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration date hereof, (3) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; or (4) any controversy or dispute brought by the Company that arises under Section V or VI of this Agreement. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. This Article VII shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. C. The arbitration shall take place before a single neutral arbitrator at the JAMS office in Houston, Texas. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effectprovisions set forth below. The arbitrator shall permit reasonable discovery. The arbitration shall be conducted in accordance with the JAMS rules applicable to employment disputes in effect at the time of the arbitration Each Member understands that: (the current version of which i) Arbitration is available here: xxx.xxxxxxx.xxx). The award or decision of the arbitrator shall be rendered in writing; shall be final and binding on the parties; (ii) The parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) Pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) The arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (v) A panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (c) All controversies that may arise among Members and one or more Members and the Master Fund concerning this Agreement shall be determined by arbitration in New York City in accordance with the Federal Arbitration Act, to the fullest extent permitted by law. Any arbitration under this Agreement shall be determined before and in accordance with the rules then obtaining of either the New York Stock Exchange, Inc. (the "NYSE") or the NASD Regulation, Inc. (the "NASDR"), as the Member or entity instituting the arbitration may elect. If the NYSE or NASDR does not accept the arbitration for consideration, the arbitration shall be submitted to, and determined in accordance with the rules then obtaining of, the Center for Public Resources, Inc. in New York City. Judgment on any award of any such arbitration may be enforced by judgment or order of a court of competent jurisdiction. D. Subject to Section VII.F, each party shall pay one-half entered in the Supreme Court of the administrative and arbitrator fees State of New York or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration pursuant to shall be sufficient if given in accordance with the provisions of this Agreement. Each party Member agrees that the determination of the arbitrators shall be solely responsible for paying such party’s own further costs for binding and conclusive upon the Member. (d) No Member shall bring a putative or certified class action to arbitration, including his, her nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or its own attorneys’ fees; provided, however, that if Employee who is the prevailing party in the arbitration, Employer shall pay all amounts and damages to which Employee may be entitled, including interest thereon and reimbursement for reasonable attorneys’ fees and other costs incurred by Employee in connection with such arbitration. E. Each a Member of a putative class who has not opted out of the parties hereto herby irrevocably waives class with respect to any claims encompassed by the putative class action unless and all right until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to trial by jury in any legal proceeding arising out of or related enforce an agreement to this Agreement or the matters contemplated hereby, provided, however, that the parties hereto agree that such waiver arbitrate shall not be deemed to constitute a waiver of adjudication by a court having appropriate jurisdiction. Employee and Employer waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by law, this waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding. F. Notwithstanding anything herein to the contrary, in the event Employee obtains a final decision in Employee’s favor pursuant to this Section VII with respect to any dispute regarding Employer’s failure to pay Employee on a timely basis the amounts to which Employee is entitled rights under this Agreement or as a result of any other breach of this Agreement by Employer, Employer shall pay all amounts and damages except to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expense and other costs incurred by Employee to enforce Employee’s rights hereunderthe extent stated herein.