Common use of Dispute Resolution; Arbitration Clause in Contracts

Dispute Resolution; Arbitration. If despite the strict applicability of the limitation of liability contained in this Agreement, either the Guest, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, may be entered in any court having jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereof.

Dispute Resolution; Arbitration. If despite the strict applicability of the limitation of liability contained in this Agreement, either the Guest, or (a) The parties will use good faith efforts to resolve any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, arising out of or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly relating to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrateor the breach thereof, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted first in accordance with the Commercial Arbitration Rules Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of this Agreement. (b) If, despite their good faith efforts, the “Rules”) parties are unable to resolve such controversy or claim through the Company’s internal review procedures, then such controversy or claim will be resolved by arbitration in Xxxx County, Illinois, in accordance with the rules then applicable of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “RulesAAA”) (provided that the Company will pay the filing fee and all AAA hearing fees, arbitrator expenses, and administrative and other fees of the AAA associated with any such arbitration), and judgment on upon the award rendered by an arbitrator, the arbitrator(s) may be entered in any court having jurisdictionjurisdiction thereof. The For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceedings proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted in Charlestonunder this Section 14 shall be private, South Carolina before and shall be heard by a single neutral arbitrator who is a member of (the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15“Arbitrator”) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, and be final and binding upon the disputing parties, and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. This Section 14 is subject to the Federal Arbitration Act. (c) Notwithstanding the other terms of this Section 14, either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions hereofof Section 14; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 14. (d) By entering into this Agreement and entering into the arbitration provisions of this Section 14, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (e) Nothing in this Section 14 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 14 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency. (f) Further, notwithstanding anything in this Section 14, to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such dispute, controversy or claim shall be governed by the dispute resolution provisions set forth in the applicable equity-based incentive award documentation.2

Dispute Resolution; Arbitration. If despite PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the strict applicability fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Contract or a similar prior contract, the limitation of liability contained in this Agreement, either the GuestPremises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “Claims”) will be resolved by arbitration, including any of his/her/their family members dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims , including those against or guests involving third parties such as Landlord’s or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or otherscontractors. Except as expressly provided herein, pertaining any arbitration will be conducted pursuant to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules applicable rules (the “Arbitration Rules”) of the American Arbitration Association administered by JAMS Association. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to its Comprehensive the Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, may be entered in any court having jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON- REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, RESIDENT AND LANDLORD HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no authority to award punitive or other damages not measured later than 30 days after the date Resident becomes bound by the prevailing party's actual damagesarbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other exigent situation, but responsibility for resolution of than the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofjury waiver provision.

Dispute Resolution; Arbitration. (a) In the event dispute arises, it shall first be referred to senior management of each company. If despite senior management cannot resolve the strict applicability dispute within 10 Business Days then the parties shall follow the terms of subsection (b). (b) Any dispute not otherwise resolved hereunder may be submitted for arbitration hereunder by either Party delivering to the other a notice demanding arbitration of the limitation of liability contained in this Agreement, either the Guest, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted dispute in accordance with the Commercial Arbitration Rules (the “Rules”) commercial arbitration rules of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “RulesAAA”) then in effect. (c) Each Party shall, within thirty (30) days of delivery of the notice demanding arbitration, select an arbitrator (each, a “Party Arbitrator”). The Party Arbitrators shall select, within ten (10) days, a third neutral arbitrator, who shall serve as the Chairman (“Chairman”) of the arbitration panel. In the absence of agreement between the Party Arbitrators on selection of the third arbitrator, the third arbitrator shall be selected by the AAA. (d) No arbitrator may have a direct or indirect interest in either Party or the subject of the arbitration, PROVIDED HOWEVER that each Party may communicate ex parte with their respective Party Arbitrator, but not the Chairman of the arbitration panel. (e) The place of the arbitration shall be at a location as mutually agreed to by the Parties at a site chosen by the arbitration panel or, in the absence of agreement among the panel, by the Chairman. (f) The arbitration panel shall determine the rules of procedure or, in the absence of agreement among the panel, the Federal Rules of Civil Procedure shall govern the procedure for discovery as well as presentation of the evidence. In any event, the arbitration panel or, in the absence of agreement among the panel, the Chairman shall have the right to impose reasonable restrictions on the taking of discovery, including limitations on the number of and judgment on length of depositions of witnesses. (g) The arbitration panel shall begin hearing evidence within ninety (90) days of selection of the Chairman, unless extended for a reasonable period upon agreement among the arbitration panel, or in the absence of agreement among the panel, by the Chairman. The arbitration panel shall render its decision in writing within thirty (30) days of the close of evidence. Judgment upon the award rendered by an arbitrator, the arbitration panel may be entered in by any court having jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member . (h) During the course of the Bar of arbitration, each Party shall pay its own expenses, but the State of South Carolinaarbitration panel, has been actively engaged in the practice of law for at least fifteen (15) yearsits final award, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal may award costs and expenses, including reasonable attorneys’ fees, to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to if the panel determines that such an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to is appropriate, PROVIDED HOWEVER that the arbitration proceeding. The arbitrator will have panel shall in no authority to way exceed in its award punitive the limits, if any, on damages afforded by New York law or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofof this Agreement, particularly Article XII. (i) The Parties shall continue performance of their obligations under this Agreement during the course of any dispute hereunder except for a dispute in which a Party is seeking to terminate the Agreement.

Dispute Resolution; Arbitration. If despite the strict applicability of the limitation of liability contained The procedures for dispute resolution under this Agreement ("Alternate Dispute Resolution") shall be as follows: (a) Except as otherwise provided in this Agreement, either the Guest, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the AgentSection 7.18, the owner of the Unit and/or parties agree that any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, arising out of or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly relating to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if or the Dispute breach hereof that cannot be settled within fifteen (15) calendar days through direct discussions between by agreement of the parties heretowithin 30 days shall first be submitted to the Board of Governors of the General Partner for consideration. If the controversy or claim cannot be settled by unanimous vote of such Board of Governors (as defined in the Limited Liability Company Agreement) within an additional 30 days, it shall be subject to arbitration as described in Section 12.9(b) below ("Alternate Dispute Resolution"). (b) Except as provided above in Section 7.18 or Section 12.9(a), any unresolved Dispute thereafter controversy or claim arising out of or relating to this Agreement, or the breach hereof, (or, except as otherwise provided therein, relating to any of the Partnership Agreement, the Limited Liability Company Agreement or any of the Ancillary Agreements, or the breach thereof) shall be settled by mandatory and binding arbitration conducted in accordance with administered by the JAMS/Endispute, Inc. ("JAMS") under the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, may be entered in any court having jurisdictionAssociation. The arbitration proceedings shall be conducted in CharlestonMemphis, South Carolina before Tennessee. Any dispute submitted for arbitration shall be referred to a single panel of three arbitrators. The party or parties submitting the intention to arbitrate (the "Demand") shall nominate one arbitrator, who shall be independent of the party or parties nominating him. The party or parties required to answer the Demand shall nominate one arbitrator, who shall be independent of the party or parties nominating him. If the arbitrator chosen by the party or parties submitting the Demand and the arbitrator chosen by the party or parties answering the Demand can agree upon a neutral arbitrator who is a member within seven days of submission to the JAMS of the Bar of answer to the State of South CarolinaDemand, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves then such individual shall serve as the third arbitrator. If no such agreement is reached, the third arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate appointed by the arbitrator, the prevailing party JAMS. The arbitration award shall be entitled to an award of all reasonable out-of-pocket costs final and expenses (including attorney binding on the parties and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment enforced in accordance with its terms. The arbitration award shall be enforceable by any court having jurisdiction over the provisions hereofparty against which the award has been rendered.

Dispute Resolution; Arbitration. If despite PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the strict applicability fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Contract or a similar prior contract, the limitation of liability contained in this Agreement, either the GuestPremises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “Claims”) will be resolved by arbitration, including any of his/her/their family members dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or guests involving third parties such as Landlord’s or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or otherscontractors. Except as expressly provided herein, pertaining any arbitration will be conducted pursuant to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules applicable rules (the “Arbitration Rules”) of the American Arbitration Association administered by JAMS Association. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to its Comprehensive the Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, may be entered in any court having jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no authority to award punitive or other damages not measured later than 30 days after the date Resident becomes bound by the prevailing party's actual damagesarbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other exigent situation, but responsibility for resolution of than the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofjury waiver provision.

Dispute Resolution; Arbitration. If despite A. In the strict applicability event of the limitation of liability contained in any dispute, claim, question or disagreement arising from or relating to this Agreement, either or the Guest, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during relationship that results from this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim Agreement (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”), the parties hereto shall attempt to settle the Dispute. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) arises from or relates directly or indirectly to days, then the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if parties agree that the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled resolved by mandatory and binding arbitration conducted in Atlanta, Georgia, in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “RulesAAA”) and judgment on ), subject to the award rendered by an arbitrator, may limitations of this section. This agreement to arbitrate will be entered in specifically enforceable under the prevailing law of any court having jurisdiction. The Notice of a demand for arbitration proceedings shall be conducted filed in Charleston, South Carolina before a single neutral writing with the other party hereto and with the AAA. In no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator who is a member shall arbitrate the Dispute. The arbitrator shall be selected by the joint agreement of the Bar parties, but if they do not so agree within twenty (20) days after the date of the State notice of South Carolinaa demand for arbitration referred to above, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in selection shall be made pursuant to the subject matter Commercial Arbitration Rules of the AgreementAAA from the panels of business arbitrators maintained by the AAA. Any attorney who serves as The decision of the arbitrator shall be compensated at made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the parties agree shall apply. Further, unless both parties agree in writing otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims, and may not otherwise preside over any form of a rate equal to his representative or her current regular hourly billing rateclass proceeding. Unless otherwise deemed appropriate by The expenses of arbitration, including reasonable attorneys’ fees and the fees and expenses of the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to shared equally by the arbitration proceeding. parties. B. The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other damages monetary relief not measured by the prevailing party's ’s actual damagesdamages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, except finding, or award that does not otherwise conform to this Agreement. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition. C. The parties agree to treat all aspects of the arbitration as may be required confidential, as provided in the AAA Rules. Before making any disclosure permitted by statute. A the AAA Rules, a party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred give written notice to the arbitrator(s) upon appointment in accordance with the provisions hereofother party and afford such party a reasonable opportunity to protect its interests.

Dispute Resolution; Arbitration. If despite Executive and the strict applicability Corporation agree that in the event a dispute arises concerning or relating to Executive’s employment with the Corporation or regarding the terms of the limitation of liability contained in this Agreement, either the Guest, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining parties first shall attempt in good faith to the use and occupancy of the Unit during this Agreement, all resolve such claims shall be resolved dispute through binding arbitration as described hereinmediation. If a disputeresolution through mediation is not reached, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter then such dispute shall be settled by mandatory and submitted to binding arbitration conducted in accordance with the Commercial employment arbitration rules of Judicial Arbitration Rules and Mediation Services (the “RulesJAMS”) by a single impartial arbitrator experienced in employment law selected as follows: Corporation and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. If the parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, Colorado, and both Executive and the Corporation agree to submit to the jurisdiction of the American arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures Act, as amended, 9 U.S.C. § 1 et seq., (the “RulesFAA”) and not state law, shall govern the arbitration of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as is necessary for a fair resolution of the dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, as if the matter were being decided in court. The arbitrator may award punitive damages, if and only to the extent allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the Americans with Disabilities Act of 1990, as amended; and the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in any arbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator’s decision and award shall be final and binding, as to all claims that were or could have been raised in the arbitration, and judgment on upon the award rendered by an arbitrator, the arbitrator may be entered in by any court having jurisdictionjurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and the Corporation will pay any arbitrator fees and expenses in excess of such amount. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member Corporation will pay all of the Bar of arbitrator’s fees and expenses if it commences the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the arbitration. The existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Any attorney who serves as Executive and the arbitrator Corporation agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the invalid or unenforceable term or portion shall be compensated at severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that the Corporation would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a rate equal judicial action asserting Claims subject to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitratorthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the prevailing party filing the initial judicial action shall be entitled to an award of all reasonable out-of-pocket pay the other party’s costs and expenses (incurred in seeking such stay and/or compelling arbitration, including attorney and arbitrator reasonable attorneys’ fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damagesTHE CORPORATION AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS SECTION 21 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY DISPUTES BETWEEN THE PARTIES, except as may be required by statute. AND WILL BE USED INSTEAD OF ANY COURT ACTION, WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF FOR A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofBREACH OF ANY OF THE COVENANTS CONTAINED IN SECTION 6.

Dispute Resolution; Arbitration. If despite PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the strict applicability fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Contract or a similar prior contract, the limitation of liability contained in this Agreement, either the GuestPremises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “Claims”) will be resolved by arbitration, including any of his/her/their family members dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or guests involving third parties such as Landlord’s or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or otherscontractors. Except as expressly provided herein, pertaining any arbitration will be conducted pursuant to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules applicable rules (the “Arbitration Rules”) of the American Arbitration Association administered by JAMS Association. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to its Comprehensive the Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, may be entered in any court having jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, RESIDENT AND LANDLORD HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no authority to award punitive or other damages not measured later than 30 days after the date Resident becomes bound by the prevailing party's actual damagesarbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other exigent situation, but responsibility for resolution of than the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofjury waiver provision.

Dispute Resolution; Arbitration. If despite the strict applicability of the limitation of liability contained in this Agreement, either the Guest, or (a) The parties will use good faith efforts to resolve any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, arising out of or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly relating to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrateor the breach thereof, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted first in accordance with the Commercial Arbitration Rules Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of this Agreement. (b) If, despite their good faith efforts, the “Rules”) parties are unable to resolve such controversy or claim through the Company’s internal review procedures, then such controversy or claim will be resolved by arbitration in Manhattan, New York, in accordance with the rules then applicable of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “RulesAAA”) (provided that the Company will pay the filing fee and all AAA hearing fees, arbitrator expenses, and administrative and other fees of the AAA associated with any such arbitration), and judgment on upon the award rendered by an arbitrator, the arbitrator(s) may be entered in any court having jurisdictionjurisdiction thereof. The For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceedings proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted in Charlestonunder this Section 15 shall be private, South Carolina before and shall be heard by a single neutral arbitrator who is a member of (the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15“Arbitrator”) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. This Section 15 is subject to the Federal Arbitration Act. (c) Notwithstanding the other terms of this Section 15, either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions hereofof Section 15; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 15. (d) By entering into this Agreement and entering into the arbitration provisions of this Section 15, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (e) Nothing in this Section 15 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 15 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency. (f) Further, notwithstanding anything in this Section 15, to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such dispute, controversy or claim shall be governed by the dispute resolution provisions set forth in the applicable equity-based incentive award documentation.1

Dispute Resolution; Arbitration. If despite Any claim or controversy between the strict applicability Parties that arises out of the limitation of liability contained in this Agreement, either the Guest, Agreement or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim breach thereof (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly shall be resolved in accordance with the procedures specified in this Section 15.9, which shall be the sole and exclusive procedures for the resolution of any such Disputes (except for disputes relating to the subject matter hereofBuild-Out which shall initially be addressed through the procedure set forth in Section 2.3 and shall follow the procedure set forth herein when such dispute is escalated to the Chief Executive Officer of each Party). The Parties shall first attempt in good faith to resolve any Dispute promptly by negotiations between the Chief Executive Officer of each Party. Any Dispute that has not been resolved by negotiation as provided in the foregoing sentence within [**] after escalation to the Chief Executive Officer of each Party (which escalation shall be documented in writing) will be resolved by binding arbitration, including unless the determination Parties mutually agree to an extended period of negotiation. The arbitration will be conducted by one arbitrator, who will be appointed pursuant to the agreement of the scope Parties within [**] after filing, or applicability of this Agreement to arbitrate, and if the Dispute cannot Parties are unable to agree on an arbitrator within [**] after filing, pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”). The arbitration will be settled within fifteen (15) calendar days through direct discussions between the parties heretoheld in New York, any unresolved Dispute thereafter shall New York and will be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules (the “Rules”) and Mediation Procedures of the American Arbitration Association administered by JAMS pursuant AAA, except that the rules set forth in this Section 15.9 will govern such arbitration to its Comprehensive the extent they conflict with the rules of the Commercial Arbitration Rules and Mediation Procedures (of the AAA. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within [**] after filing and awards rendered within [**] after filing. The arbitrator shall agree to these limits prior to accepting appointment. In the arbitration, Massachusetts law will govern, except to the extent that those laws conflict with the Commercial Arbitration Rules and Mediation Procedures of the AAA and the provisions of this Section 15.9. The disclosure rules provided for in the AAA Commercial Arbitration Rules shall govern. The arbitrator shall not award damages in any arbitration initiated under this Section 15.9 that conflict with the limitations set forth in Article 13. The arbitrator may award to the prevailing Party, if any, as determined by the arbitrator, all of their costs and fees. “Rules”) Costs and judgment fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and reasonable attorneys’ fees. Except as may be required by law or regulation, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. In the event a person fails to comply with the procedures in any arbitration in a manner deemed material by the arbitrator, the arbitrator will fix a reasonable period of time for compliance and, if the person does not comply within said period, a remedy deemed just by the arbitrator, including an award of default, may be imposed. The determination of the arbitrator will be final and binding on Translate Bio and AMRI. Judgment upon the award rendered by an arbitrator, the arbitrator may be entered in any court having jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofthereof.

Dispute Resolution; Arbitration. If despite Arbitration. To the strict applicability of the limitation of liability contained fullest extent permitted by law, and except as otherwise provided in this Agreement, either the Guestany and all claims or controversies between Consultant and BBCN (or between Consultant and any present or former officer, director, agent, or employee of BBCN or any of his/her/their family members or guests or invitees bring a claimparent, subsidiary, or file a lawsuit against other entity affiliated with BBCN) relating in any manner to this Consultant Agreement or the Agent, the owner termination of the Unit and/or any of their respective officers, directors, employees, Consulting Agreement or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims Consultant’s consultancy shall be resolved through by final and binding arbitration as described herein(“Arbitrable Claims”). If a disputeArbitrable Claims shall include, controversy but not be limited to, contract claims, tort claims, statutory claims and regulatory claims based on any federal, state, or claim (whether based upon contract, tortlocal law, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, regulation. Arbitration shall be final and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between binding upon the parties heretoand shall be the exclusive remedy for all Arbitrable Claims. Except as specifically provided in this agreement, any unresolved Dispute thereafter arbitration proceeding shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by then current JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Arbitration Rules”) to the extent not inconsistent with this Agreement. The Arbitration Rules are available for review at xxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/. The arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this arbitration provision is void or unenforceable. The arbitrator’s authority shall include the authority to rule on a motion to dismiss and/or summary judgment by either party, and the arbitrator shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which any decision or award is based. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same individual remedies, that would apply if the claims were brought in a court of law. The arbitrator shall also have the authority to award rendered costs and fees to the prevailing party as provided by applicable law to the same extent as a court. Otherwise, each party shall pay its own costs and attorney’s fees. The arbitrator shall not have the authority to adjudicate class, collective, or representative claims, to award any class, collective, or other representative relief on behalf of any person other than Consultant, or, without all parties’ consent, to consolidate the claims of two or more individuals, or otherwise preside over any form of a class, collective, or other representative proceeding. Either Consultant or BBCN may bring an arbitratoraction in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, may be entered neither party shall initiate or prosecute any lawsuit in any court having jurisdictionway related to any Arbitrable Claim. The Nothing in this Agreement, however, precludes a party from filing an administrative charge with an agency that has jurisdiction over a claim that is otherwise arbitrable. Moreover, nothing in this Agreement prohibits either party from seeking provisional relief pursuant to Section 1281.8 of the California Code of Civil Procedure. All arbitration proceedings hearings under this Agreement shall be conducted in CharlestonLos Angeles, South Carolina before California, unless otherwise agreed by the parties. The parties understand and agree that by entering into this Agreement, they are each waiving the right to a single neutral arbitrator who is trial by jury. To the fullest extent permitted by law, Consultant and BBCN each waives any right either may have to bring any class, collective, or representative action against the other party, whether in arbitration, in court, or otherwise, or to participate as a member of any class or collective action against the Bar other party (“Waived Claims”). This arbitration provision shall be governed by the Federal Arbitration Act and, to the extent permitted by such Act, the laws of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofCalifornia.

Dispute Resolution; Arbitration. If despite Executive and the strict applicability of Company agree that in the limitation of liability contained in this Agreement, either event a dispute arises concerning or relating to Executive's employment with the GuestCompany, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agenttermination therefrom, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining parties first shall attempt in good faith to the use and occupancy of the Unit during this Agreement, all resolve such claims shall be resolved dispute through binding arbitration as described hereinmediation. If a disputeresolution through mediation is not reached, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter then such dispute shall be settled by mandatory and submitted to binding arbitration conducted in accordance with the Commercial employment arbitration rules of Judicial Arbitration Rules and Mediation Services ("JAMS") by a single impartial arbitrator experienced in employment law selected as follows: Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. If the “Rules”) parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, Colorado, and both Executive and the Company agree to submit to the jurisdiction of the American arbitrator selected in accordance with JAMS' rules and procedures. The Federal Arbitration Association administered by JAMS Act, as amended, 9 U.S.C. § 1 et seq., ("FAA") and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as is necessary for a fair resolution of the dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to its Comprehensive Arbitration Rules which an asserted prevailing claim or defense is raised, as if the matter were being decided in court. The arbitrator may award punitive damages, if and Procedures (only to the “Rules”) extent allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the Americans with Disabilities Act of 1990, as amended; and the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in any arbitration shall be entitled to receive reasonable attorneys' fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator's decision and award shall be final and binding, as to all Claims that were or could have been raised in the arbitration, and judgment on upon the award rendered by an arbitrator, the arbitrator may be entered in by any court having jurisdictionjurisdiction thereof. Executive will pay the arbitrator's fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator's fees and expenses if it commences the arbitration. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Any attorney who serves as Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the arbitrator invalid or unenforceable term or portion shall be compensated at severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a rate equal judicial action asserting Claims subject to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitratorthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the prevailing party filing the initial judicial action shall be entitled to an award of all reasonable out-of-pocket pay the other party's costs and expenses (incurred in seeking such stay and/or compelling arbitration, including attorney and arbitrator reasonable attorneys' fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damagesTHE COMPANY AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 9 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, except as may be required by statute. WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofCHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.

Dispute Resolution; Arbitration. If despite Executive and the strict applicability of Company agree that in the limitation of liability contained in this Agreement, either event a dispute arises concerning or relating to Executive’s employment with the GuestCompany, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agenttermination therefrom, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining parties first shall attempt in good faith to the use and occupancy of the Unit during this Agreement, all resolve such claims shall be resolved dispute through binding arbitration as described hereinmediation. If a disputeresolution through mediation is not reached, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter then such dispute shall be settled by mandatory and submitted to binding arbitration conducted in accordance with the Commercial employment arbitration rules of Judicial Arbitration Rules and Mediation Services (the “RulesJAMS”) by a single impartial arbitrator experienced in employment law selected as follows: Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. If the parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, Colorado, and both Executive and the Company agree to submit to the jurisdiction of the American arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures Act, as amended, 9 U.S.C. § 1 et seq., (the “RulesFAA”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as is necessary for a fair resolution of the dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, as if the matter were being decided in court. The arbitrator may award punitive damages, if and only to the extent allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the Americans with Disabilities Act of 1990, as amended; and the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in any arbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. Reimbursement of arbitration or legal fees and expenses under this Paragraph 11.13 shall be subject to the following: (a) such reimbursement shall be available to the Executive for the period during which this Agreement is enforceable; (b) no reimbursement provided during the Executive’s taxable year shall affect reimbursements provided in any other taxable year of the Executive; (c) reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (d) no reimbursement provided under this Paragraph 11.13 shall be subject to liquidation or exchange for another benefit. The arbitrator’s decision and award shall be final and binding, as to all Claims that were or could have been raised in the arbitration, and judgment on upon the award rendered by an arbitrator, the arbitrator may be entered in by any court having jurisdictionjurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Any attorney who serves as Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the arbitrator invalid or unenforceable term or portion shall be compensated at severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a rate equal judicial action asserting Claims subject to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitratorthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the prevailing party filing the initial judicial action shall be entitled to an award of all reasonable out-of-pocket pay the other party’s costs and expenses (incurred in seeking such stay and/or compelling arbitration, including attorney and arbitrator reasonable attorneys’ fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damagesTHE COMPANY AND EXECUTIVE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 11.13 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, except as may be required by statute. WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofCHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.

Dispute Resolution; Arbitration. The Advisor and EMC shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the dispute and who are at a higher level of management (who may be officers of EMC's parent in the case of EMC) than the persons with direct responsibility for administration of this Agreement. All reasonable requests for information by one party to the other will be honored and all negotiations shall be confidential and treated as compromise and settlement negotiations. If despite the strict applicability dispute has not been resolved by negotiation within 20 days after either party notifies the other in writing that a dispute exists, the parties shall endeavor to settle the dispute by mediation under the then current CPR Model Mediation Procedure for Business Disputes. The parties have selected Mr. Xxxxx Xxxle of Massachusetts Institute of Technology as the mediator in any such dispute and he has agreed to serve in that capacity. In the event that Mr. Xxxxx Xxxle is unwilling or unable to serve, the parties have selected Mr. Xxxxx Xxxxxxxxx xx The Wharxxx Xxxool as an alternative mediator and he has agreed to serve in that capacity. In the event that Mr. Xxxxx Xxxxxxxxx xx unwilling or unable to serve, the mediator shall be the most senior real property consultant at Franx Xxxxxxx xxx Associates at that time. In the event that he/she is unwilling or unable to serve, the mediator shall be a person of similar stature selected by the CPR Institute for Dispute Resolution. If the dispute has not been resolved by such mediation within 30 days following the submission of such dispute to mediation, either party may submit such dispute to binding arbitration under the Rules for Non-Administered Arbitration of Business Disputes of the limitation of liability contained in this AgreementCPR Institute for Dispute Resolution, either the Guest, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, the arbitrators may be entered in any court having jurisdictionjurisdiction thereof. The In any such arbitration proceedings there shall be conducted in Charlestonthree arbitrators, South Carolina before a single neutral arbitrator who is a member each of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial whom shall have experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitratorreal estate investment advisory industry, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damagesshall take place in New York, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofNew York.

Dispute Resolution; Arbitration. If despite the strict applicability of the limitation of liability contained in this Agreement, either the Guest, or (a) The parties will use good faith efforts to resolve any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, arising out of or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly relating to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrateor the breach thereof, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted first in accordance with the Commercial Arbitration Rules Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of this Agreement. (b) If, despite their good faith efforts, the “Rules”) parties are unable to resolve such controversy or claim through the Company’s internal review procedures, then such controversy or claim will be resolved by arbitration in Manhattan, New York, in accordance with the rules then applicable of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “RulesAAA”) (provided that the Company will pay the filing fee and all AAA hearing fees, arbitrator expenses, and administrative and other fees of the AAA associated with any such arbitration), and judgment on upon the award rendered by an arbitrator, the arbitrator(s) may be entered in any court having jurisdictionjurisdiction thereof. The For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceedings proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted in Charlestonunder this Section 14 shall be private, South Carolina before and shall be heard by a single neutral arbitrator who is a member of (the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15“Arbitrator”) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. This Section 14 is subject to the Federal Arbitration Act. (c) Notwithstanding the other terms of this Section 14, either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions hereofof Section 14; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 14. (d) By entering into this Agreement and entering into the arbitration provisions of this Section 14, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (e) Nothing in this Section 14 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 14 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency. (f) Further, notwithstanding anything in this Section 14, to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such dispute, controversy or claim shall be governed by the dispute resolution provisions set forth in the applicable equity-based incentive award documentation.

Dispute Resolution; Arbitration. If despite The Parties hereto shall be free to bring all differences of interpretation and disputes arising in connection with this Agreement to the strict applicability attention of the limitation other at any time without prejudicing their harmonious relationship and operations hereunder, and the good offices and facilities of liability contained in this Agreementeither party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, telephone or personal meeting under friendly and courteous circumstances. To the Guest, extent any differences with respect to or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner arising out of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability terms of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions resolved between the parties heretoin accordance with the procedures set forth in the previous sentence, any unresolved Dispute thereafter party may deliver a written notice of disagreement (a "Notice of Disagreement") to the other specifying with particularity the nature of the disagreement and the facts related thereto. Following delivery of a Notice of Disagreement, the parties shall attempt to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement. If the parties fail to reach a written agreement with respect to all such matters, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be settled submitted to and reviewed by mandatory and binding arbitration conducted an arbitrator (the "Arbitrator"), who shall be appointed in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by JAMS pursuant Association. The Arbitrator shall act promptly (in no event to its Comprehensive exceed twenty days) to resolve all Disputed Matters and shall issue a written decision resolving the disputed matters applying such reasonable and equitable principles (consistent with this Agreement and applicable law) as he or she deems appropriate. The Arbitrator's decision with respect to all Disputed Matters shall be final and binding upon the parties. The arbitration shall be conducted in Cleveland, Ohio in accordance with the Commercial Rules of the American Arbitration Rules Association, and Procedures (the “Rules”) decision of such Arbitrator shall be final and binding upon the parties. The Arbitrator shall issue a written decision with respect to any disputes relating to any Notice of Disagreement submitted for arbitration. The decision of the Arbitrator shall be final and binding upon the parties and judgment on the award rendered by an arbitrator, in accordance with such decision may be entered in any court having of competent jurisdiction. The arbitration proceedings fees and expenses of the Arbitrator incurred in resolving the Disputed Matters shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of borne equally by Parent and Acquisition Sub on the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate one hand and by the arbitratorCompany and the Company Shareholders on the other hand. Notwithstanding the foregoing, the prevailing party shall in any arbitration will be entitled to an award of attorneys' fees and costs, and all reasonable outcosts of arbitration will be paid by the non-of-pocket costs and expenses (including attorney and arbitrator fees) related prevailing party. Parent and/or Acquisition Sub shall be entitled to set off any amounts owing to them pursuant to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured foregoing against any amounts owed by them under the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofNotes.

Dispute Resolution; Arbitration. If despite The Advisor and ELAS shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the strict applicability dispute and who are at a higher level of management (who may be officers of ERE in the case of the limitation Advisor) than the persons with direct responsibility for administration of liability contained in this Agreement. All reasonable requests for information by one party to the other will be honored and all negotiations shall be confidential and treated as compromise and settlement negotiations. If the dispute has not been resolved by negotiation within [20] days after either party notifies the other in writing that a dispute exists, the parties shall endeavor to settle the dispute by mediation under the then current CPR Model Mediation Procedure for Business Disputes. The parties have selected Xx. Xxxxx Eagle of Massachusetts Institute of Technology as the mediator in any such dispute and he has agreed to serve in that capacity. In the event that Xx. Xxxxx Eagle is unwilling or unable to serve, the parties have selected Xx. Xxxxx Linnemann of The Xxxxxxx School as an alternative mediator and he has agreed to serve in that capacity. In the event that Xx. Xxxxx Xxxxxxxxx is unwilling or unable to serve, the mediator shall be the most senior real property consultant at Xxxxx Xxxxxxx and Associates at that time. In the event that he/she is unwilling or unable to serve, the mediator shall be a person of similar stature selected by the CPR Institute for Dispute Resolution. If the dispute has not been resolved by such mediation within 30 days following the submission of such dispute to mediation, either party may submit such dispute to binding arbitration under the Guest, or any Rules for Non-Administered Arbitration of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner Business Disputes of the Unit and/or any of their respective officersCPR Institute for Dispute Resolution, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, the arbitrators may be entered in any court having jurisdictionjurisdiction thereof. The In any such arbitration proceedings there shall be conducted in Charlestonthree arbitrators, South Carolina before a single neutral arbitrator who is a member each of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial whom shall have experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitratorreal estate investment advisory industry, the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damagesshall take place in New York, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofNew York.

Dispute Resolution; Arbitration. If despite a) The Parties agree that in the strict applicability event of the limitation of liability contained any dispute, breach, controversy or claim between them arising from, concerning, or in any way relating to this Agreement, either the GuestParties shall immediately undertake good faith efforts to amicably resolve such dispute between them. In the event such dispute cannot be so resolved following such prompt good faith discussions between the Parties, or any the dispute shall be referred to the Chief Executive Officer of his/her/their family members or guests or invitees bring a each Party for prompt resolution. Any such dispute, claim, breach or file a lawsuit against controversy which cannot be resolved by the Agent, the owner Chief Executive Officers of the Unit and/or any of their respective officers, directors, employees, or others, pertaining Parties within thirty (30) days after it has been so referred to the use and occupancy of the Unit during this Agreement, all such claims shall them hereunder can then be resolved through binding arbitration at the request of either Party. The use of arbitration to resolve all such unresolved disputes, claims, breaches or controversies under this Agreement shall be binding and mandatory upon the Parties for all purposes, except as described hereinspecifically provided for below in this Section 1.2. If a disputeThis agreement to arbitrate all such unresolved disputes shall survive the termination, controversy expiration or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability rescission of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter Agreement. The arbitration shall be settled by mandatory and binding arbitration conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association administered by JAMS and shall be undertaken pursuant to its Comprehensive the U.S. Federal Arbitration Rules and Procedures (the “Rules”) and judgment on the award rendered by an arbitrator, may be entered in any court having jurisdictionAct. The arbitration proceedings shall be held in Toronto, Canada, if initiated by AngioDynamics and in New York, New York, USA, if initiated by Bioniche; or such other place as the Parties may agree in writing. The language of the arbitration shall be English. The arbitration shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is to be jointly designated by the Parties. If the Parties cannot mutually agree upon an arbitrator within twenty (20) Business Days after either Party has notified the other Party hereunder that it desires to arbitrate any such unresolved dispute then, and in such event, each Party shall designate, on that date, one arbitrator from the list of arbitrators maintained by the American Arbitration Association and the two arbitrators so chosen shall mutually designate a member third arbitrator, or if they have been unable to do so within ten (10) Business Days after they have been so designated, application can be made by either said arbitrator to the American Arbitration Association for it to designate the third arbitrator for this arbitration as soon as possible. Each Party shall pay all costs and expenses of the Bar arbitrator designated by that Party hereunder and shall share 50/50 all costs and expenses of any arbitrator jointly designated by them to include any third arbitrator so chosen by their arbitrators, or by the American Arbitration Association. Each Party shall be entitled to be represented by counsel of its own choosing and to be represented by that counsel in all matters before the arbitrators with each Party being solely responsible to pay all of the costs, fees and expenses of its said counsel. The decision of the arbitrator (or a majority of the arbitrators if 3 have been appointed) shall be final and binding on all Parties and shall be enforceable in a court of competent jurisdiction; provided that the arbitrator(s) shall have no authority to grant any license to either Party to the other Party’s Intellectual Property. For purposes of any such arbitration proceeding hereunder, this Agreement shall be deemed to be governed by and construed in accordance with the laws of the State of South Carolina, has been actively engaged in New York (without reference to the practice applicable choice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in rules). The relationship created by this Agreement could give rise to the subject matter need by one or both of the AgreementParties for emergency judicial relief. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party Either Party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive pursue any available remedies for emergency or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary preliminary injunctive relief before a in any court of competent jurisdiction in an jurisdiction, but immediately following the issuance of any such emergency or other exigent situation, but responsibility for resolution injunctive relief the Party obtaining such relief will consent to the stay of such judicial proceedings on the merits of both this Agreement and any related transactions pending arbitration of all of the Dispute shall be appropriately transferred to underlying claims between the arbitrator(s) upon appointment Parties in accordance with this Section 1.2. b) Bioniche agrees and consents to the provisions hereofjurisdiction over it in the federal and state courts in the State of New York in relation to any enforcement action brought after an arbitration pursuant to Section 1.2 (a) and any action filed for emergency or preliminary injunctive relief pursuant to Section 1.2 (a). Bioniche further agrees to accept service of process by mail or commercial carrier sent to its last known address.

Dispute Resolution; Arbitration. (a) In the event dispute arises, it shall first be referred to senior management of each company. If despite senior management cannot resolve the strict applicability dispute within 10 Business Days then the parties shall follow the terms of subsection (b). (b) Any dispute not otherwise resolved hereunder may be submitted for arbitration hereunder by either Party delivering to the other a notice demanding arbitration of the limitation of liability contained in this Agreement, either the Guest, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining to the use and occupancy of the Unit during this Agreement, all such claims shall be resolved through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter shall be settled by mandatory and binding arbitration conducted dispute in accordance with the Commercial Arbitration Rules (the “Rules”) commercial arbitration rules of the American Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “RulesAAA”) and judgment then in effect. (c) Each Party shall, within thirty (30) days of delivery of the notice demanding arbitration, select an arbitrator (each, a “Party Arbitrator”). The Party Arbitrators shall select, within ten (10) days, a third neutral arbitrator, who shall serve as the Chairman (“Chairman”) of the arbitration panel. In the absence of agreement between the Party Arbitrators on selection of the third arbitrator, the third arbitrator shall be selected by the AAA. (d) No arbitrator may have a direct or indirect interest in either Party or the subject of the arbitration, PROVIDED HOWEVER that each Party may communicate ex parte with their respective Party Arbitrator, but not the Chairman of the arbitration panel. (e) The place of the arbitration shall be at a location as mutually agreed to by the Parties at a site chosen by the arbitration panel or, in the absence of agreement among the panel, by the Chairman. (f) The arbitration panel shall determine the rules of procedure or, in the absence of agreement among the panel, the Federal Rules of Civil Procedure shall govern the procedure for discovery as well as presentation of the evidence. In any event, the arbitration panel or, in the absence of agreement among the panel, the Chairman shall have the right to impose reasonable restrictions on the award rendered taking of discovery, including limitations on the number of and length of depositions of witnesses. (g) The arbitration panel shall begin hearing evidence within ninety (90) days of selection of the Chairman, unless extended for a reasonable period upon agreement among the arbitration panel, or in the absence of agreement among the panel, by an arbitrator, may be entered in any court having jurisdictionthe Chairman. The arbitration proceedings panel shall be conducted render its decision in Charleston, South Carolina before a single neutral arbitrator who is a member writing within thirty (30) days of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, the prevailing party shall be entitled to an award of all reasonable out-close of-pocket costs and expenses (including attorney and arbitrator fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereof.

Dispute Resolution; Arbitration. If despite Executive and the strict applicability of Company agree that in the limitation of liability contained in this Agreement, either event a dispute arises concerning or relating to Executive’s employment with the GuestCompany, or any of his/her/their family members or guests or invitees bring a claim, or file a lawsuit against the Agenttermination therefrom, the owner of the Unit and/or any of their respective officers, directors, employees, or others, pertaining parties first shall attempt in good faith to the use and occupancy of the Unit during this Agreement, all resolve such claims shall be resolved dispute through binding arbitration as described hereinmediation. If a disputeresolution through mediation is not reached, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (15) calendar days through direct discussions between the parties hereto, any unresolved Dispute thereafter then such dispute shall be settled by mandatory and submitted to binding arbitration conducted in accordance with the Commercial employment arbitration rules of Judicial Arbitration Rules and Mediation Services (the “RulesJAMS”) by a single impartial arbitrator experienced in employment law selected as follows: Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration. If the parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules. The arbitration shall take place in Denver, Colorado, and both Executive and the Company agree to submit to the jurisdiction of the American arbitrator selected in accordance with JAMS’ rules and procedures. The Federal Arbitration Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures Act, as amended, 9 U.S.C. § 1 et seq., (the “RulesFAA”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA. Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law. The arbitrator shall have the authority to order such discovery as is necessary for a fair resolution of the dispute. The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, as if the matter were being decided in court. The arbitrator may award punitive damages, if and only to the extent allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the Americans with Disabilities Act of 1990, as amended; and the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages. The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in any arbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator’s decision and award shall be final and binding, as to all Claims that were or could have been raised in the arbitration, and judgment on upon the award rendered by an arbitrator, the arbitrator may be entered in by any court having jurisdictionjurisdiction thereof. Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and expenses in excess of such amount. Qwest will pay all of the arbitrator’s fees and expenses if it commences the arbitration. The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the existence and subject matter of all arbitration proceedings, including without limitation, any settlements or awards there under, shall remain confidential and be subject to the Confidentiality provision of this Agreement. Any attorney who serves as Executive and Qwest agree that if any term or portion of this Arbitration provision is, for any reason, held to be invalid or unenforceable or to be contrary to public policy or any law, then the arbitrator invalid or unenforceable term or portion shall be compensated at severed in its entirety from this Agreement and the remainder of this Arbitration provision shall not be affected by any such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within the Arbitration provision. Executive understands that Qwest would suffer irreparable harm in the event of breached confidentiality, and such harm would not be fully compensable in monetary damages. If any party hereto files a rate equal judicial action asserting Claims subject to his or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitratorthis Arbitration provision, and another party successfully stays such action and/or compels arbitration of such Claims, the prevailing party filing the initial judicial action shall be entitled to an award of all reasonable out-of-pocket pay the other party’s costs and expenses (incurred in seeking such stay and/or compelling arbitration, including attorney and arbitrator reasonable attorneys’ fees) related to the arbitration proceeding. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damagesTHE COMPANY AND EMPLOYEE FURTHER AGREE THAT THE DISPUTE RESOLUTION PROCEDURE AS PROVIDED IN THIS PARAGRAPH 9 SHALL BE THE EXCLUSIVE AND BINDING METHOD FOR RESOLVING ANY SUCH DISPUTE AND WILL BE USED INSTEAD OF ANY COURT ACTION, except as may be required by statute. WHICH IS HEREBY EXPRESSLY WAIVED, EXCEPT FOR ANY REQUEST BY EITHER PARTY HERETO FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF, OR A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the arbitrator(s) upon appointment in accordance with the provisions hereofCHARGE OF DISCRIMINATION FILED WITH AN ADMINISTRATIVE AGENCY.