Common use of Disputes/Arbitration Clause in Contracts

Disputes/Arbitration. (a) If a dispute arises between the parties, the parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agree. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association.

Disputes/Arbitration. (a) If a dispute arises between the parties, the parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agree. (b) 28.1 In the event of the parties being unable to resolve a disputedifference or dispute amicably, the prevailing matter in dispute shall be referred to arbitration in accordance the succeeding provisions: 28.1.1. the arbitration proceedings shall be held on an informal basis, it being the intention that a decision should be reached as expeditiously as possible, subject only to the due observance of the principles of justice; 28.1.2. each party to the dispute shall be entitled to be reimbursed represented at such arbitration proceedings by its legal representatives and/or any other expert or specialist retained by it; 28.1.3. the arbitrator shall permit each party to adduce such evidence and argument as the arbitrator may consider to be relevant to the matter in dispute; 28.1.4. the arbitrator shall be a person agreed between the parties or if they are unable to agree within a period of 3 days of any party having given notice to the other proposing an appointee or alternative appointees, then a person nominated by the non-prevailing President of the Attorneys Association of the South Eastern Cape; 28.1.5. the decision of the arbitrator shall be final and binding upon all parties and capable of being made an order of court on application by any of them; 28.1.6. anything herein contained or implied shall not preclude any party from applying to court for a temporary interdict or parties for other relief of an urgent and temporary nature, pending the award of the arbitrator hereunder; 28.1.7. the costs of and incidental to any such prevailing arbitration proceedings shall be in the discretion of the arbitrator who shall be entitled to direct that they shall be taxed as between “party and party's reasonable attorney's fees ” or as between “attorney and other expenses.client”; (c) The parties agree that 28.1.8. the arbitration shall be held: 28.1.8.1. at Port Xxxxxxxxx as precondition soon as possible after the dispute shall have arisen, with a view to its being completed within 2 months after the date upon which the dispute shall have been referred to the commencement arbitrator; 28.1.8.2. except where the provisions of this clause otherwise provide, in terms of the arbitration by any party, laws in force. The provisions of this clause shall be deemed to be severable from the dispute must be submitted to non-remainder of this contract and shall remain binding mediation with a mediator agreed to by both parties. If and effective as between the parties cannot agree on a mediator within fourteen (14) days from the date notwithstanding that this contract may otherwise be cancelled or declared of a request no force and effect for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Associationany reason.

Disputes/Arbitration. (a) If The provisions of this Section 8.15 apply to any dispute, controversy, conflict or claim, including any claim in tort, in equity or pursuant to statute, arising out of, in relation to or in connection with this Agreement or any Transactions, including any questions regarding its existence, validity, interpretation, scope, performance, enforceability or termination (“Dispute”). (b) A Party claiming that a dispute arises between Dispute has arisen shall give written notice to the partiesother Party setting out such Party’s factual and legal basis for the Dispute (a “Dispute Notice”). Within fourteen (14) days after receipt of the Dispute Notice, the parties agree that their respective representatives receiving Party shall meet provide a written response setting out its position regarding the Dispute, including the factual and consult in good faith and attempt legal basis therefor. Upon receipt of the Dispute Notice, the Parties shall use reasonable best efforts to settle the disputeDispute, including by having their respective designated senior representatives negotiate in good faith. If the Dispute is not resolved within forty-five (45) days of receipt of the Dispute Notice or such further period as the relevant Parties shall agree in writing, the Dispute shall be resolved through arbitration as provided below. (c) Any Dispute not resolved pursuant to Section 8.15(b) above shall be referred to and finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), as modified herein or as may be otherwise agreed by the relevant Parties in writing. Either Party to the Dispute may initiate the arbitration process. (d) The number of arbitrators shall be three (3). Claimant shall nominate one (1) arbitrator in its request for arbitration, and respondent shall nominate one (1) arbitrator within thirty (30) days of written notice thereofthe receipt of the request for arbitration. The third arbitrator, as a condition precedent to who shall be the initiation chair of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreementtribunal, shall be settled nominated by the two (2) party-nominated arbitrators within thirty (30) days after the nomination of the later-nominated arbitrator. The Parties agree that the chairperson of the tribunal shall be qualified to practice law in a common law jurisdiction and may be a U.S. national. (e) The place and the seat of the arbitration shall be New York, NY, and the language of the arbitration shall be English. All documents submitted in accordance connection with the Commercial Arbitration Rules arbitration shall be in English, or, if in another language, accompanied by an English translation. (f) Notwithstanding anything to the contrary in this Section 8.15, and without limiting the scope of any provision in the ICC Rules, each Party (i) shall have the right to seek pre-arbitral preliminary, interim, conservatory or interlocutory relief or injunctions directly before any court of competent jurisdiction, and (ii) submits to the non-exclusive jurisdiction of the American Arbitration Association courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, NY for the purposes set forth in Section 8.15(f)(i). For purposes of this Section 8.15(f), each Party hereby consents to service of process in any such Proceeding in any manner permitted by the Laws of New York and further consents to service of process in the manner and at the address provided for notices in Section 8.10. (g) All aspects of any arbitration hereunder, including the existence and nature of the Dispute, the pleadings and the venue and timing of resolution, shall be confidential and not disclosed by a panel of three Party to any third-party, except as required by applicable Law, to fulfill a legal duty, including under lending agreements, or to protect or pursue a legal right, or enforce or challenge an award. Each Party shall ensure that fact and expert witnesses, Party employees, lawyers and consultants involved in the arbitration (3or retained to assist a Party), or any other individual who participates in some form in the arbitration, agree to be bound by these confidentiality obligations. (h) arbitrators appointed pursuant Notwithstanding anything to the contrary contained in Section 8.08, any costs, fees or Taxes incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the Party resisting such Rules, and judgment enforcement. (i) Judgment upon the award rendered by such arbitrators may be entered in by any court having jurisdiction. Such arbitrators shall not have jurisdiction thereof or having jurisdiction over the authority relevant Party or power to reform, alter, amend its assets or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agreeproperties. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association.

Disputes/Arbitration. Either party may institute a suit for injunctive relief to prevent a breach of this Agreement (a) If a dispute arises between the partiesplus an award of costs and attorneys’ fees), the and ECHELON may institute an action for payment under this Agreement (plus costs and attorneys’ fees), in any court of competent jurisdiction; as to any such suit, both parties agree that their respective representatives shall meet accept, and consult in good faith and attempt to settle the disputehereby submit, within thirty (30) days of written notice thereof, as a condition precedent to the initiation non-exclusive in personam jurisdiction of any state or federal court in San Francisco or Santa Xxxxx County, California. Any other dispute arising out of or in connection with or relating to this Agreement shall be determined by binding arbitration proceedings conducted in accordance with this Agreement. 20.2.1 Except as set forth hereinin Section 20.2 above, disputes shall be finally settled by binding arbitration by an arbitral tribunal consisting of three arbitrators appointed by the Court of Arbitration of the International Chamber of Commerce (ICC). Notwithstanding The arbitration tribunal, including all staff, all witnesses, and attending non-parties, shall be legally bound by agreements and orders to prevent disclosure of any other information which may be disclosed to them in connection with arbitration proceedings conducted hereunder. The arbitration shall take place in San Francisco or Santa Xxxxx County, California, in the English language only and according to the Rules of conciliation and arbitration of the ICC. The arbitrator shall apply California law and excluding the U.N. Convention on the International Sale of Goods, but without reference to conflicts of laws principles, to the merits of the dispute but the arbitrator shall not in any circumstances have the power or authority to add to or detract from this Agreement, to find any provision of this Agreement unconscionable or otherwise unenforceable or to award any party punitive damages or any other remedy or damages prohibited by this Agreement. 20.2.2 The joint costs of arbitration (such as court reporting costs and the arbitrator’s fees) shall be borne equally by the parties except that the arbitrator, in his or her discretion, may award such costs and/or reasonable attorney’s fees and other costs to be paid by the losing party to the contrary, prevailing party. 20.2.3 Judgment on the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the arbitrators’ award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agree. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association.

Disputes/Arbitration. Any dispute, questions, or differences relating to this Agreement, (acollectively “Disagreements”) If shall be settled, if possible, amicably between the Parties. Any Disagreements, if not settled by the parties within fifteen (15) days from the date the disagreement arises, shall be considered a dispute arises between the parties(“Dispute”), the parties agree that their respective representatives and shall meet be referred to an executive from each of ADM and consult in good faith and attempt SCOLR who have authority to settle the dispute, Dispute. If any such Dispute which has not been resolved by such executives within thirty (30) days of written notice thereofafter the date it was first referred to them, as a condition precedent ADM and SCOLR shall proceed to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be settled by binding arbitration in accordance with this Article. (i) The arbitration shall be held in Chicago, Illinois if either Party demands arbitration. (ii) The arbitration shall be conducted by three (3) arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association by Association, except as expressly set forth herein. Each Parry shall promptly select an arbitrator, and those two arbitrators shall select the third arbitrator. The Parties may agree to a single arbitrator in lieu of a panel of three arbitrators. (3iii) The arbitration shall be conducted in English, and all written submissions shall be in English. (iv) The Parties agree that the decision of the arbitrators appointed pursuant to such Rules, shall be final and binding on the Parties and judgment upon the award rendered by such the arbitrators may be entered in any court having jurisdiction. Such arbitrators jurisdiction thereof. (v) The Parties agree that the prevailing party in any arbitration shall not have the authority or power be entitled to reform, alter, amend or modify any recover its costs of the terms or conditions arbitration including its reasonable attorneys’ fees from the losing party and that such recovery will be part of this Agreement or the arbitration award. (vi) The Parties agree that all discovery and all arbitration hearings associated with a particular Dispute shall be completed within six (6) months from the date the Dispute was first referred to enter an award which reforms, alters, amends or modifies such terms or conditionsarbitration. Notwithstanding the forgoingforegoing, the arbitrators provisions of this paragraph shall have no authority apply to award any punitive damages except upon proof Dispute regarding the amount of fraud with intent money payable by one Party to deceivethe other. In the case of such a Dispute, the Party desiring to invoke arbitration shall, prior to invoking the arbitration procedure of this Article 10, tender to the other Party a figure which is designated as that Party’s offer for agreement (“Offer of Agreement”). The decision other Party shall, within thirty (30) days thereafter, tender its own Offer of Agreement. Within fifteen (15) days following such arbitrators second tender of an Offer of Agreement each Party shall tender to the other a figure which is designated as the Party’s final offer (“Final Offer”). Each tender of an Offer of Agreement or Final Offer shall be accompanied by supporting documents. If the Parties fail to reach agreement within ten (10) days following tender of the Final Offers, then either Party may invoke the arbitration procedure of this paragraph; provided that in writingthat event (i) the matter at issue shall be submitted for determination to a single arbitrator having demonstrated expertise in establishing the monetary amount at issue, setting forth both findings (ii) each Party shall deliver to the arbitrator a copy of fact that Party’s Final Offer and conclusions of lawsupporting documents, and (iii) the arbitrator shall be final choose one of the Final Offers as the resolution of the Dispute. Notwithstanding anything to the contrary herein, either Party ma pursue claims for injunctive relief and conclusive upon specific performance directly by commencing an action in any court of competent jurisdiction, without first having to resort to the parties; and no suit at law dispute resolution or arbitration mechanism provided above. Except for (i) an action to enforce payment of an amount that is not in equity based on such disputedispute by either Party, controversy or claim shall be instituted by (ii) an action to seek injunctive relief to prevent or stay a breach of this Agreement, or (iii) any party hereto, other than action necessary to enforce the award of such the arbitrators. Such arbitration , the Parties agree that the provisions of this Article 10 shall be conducted a complete defense to any suit, action or other proceeding instituted in Denver, Colorado any court or in such other location as the parties thereto may agreebefore any administrative tribunal with respect to any Dispute. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association.

Disputes/Arbitration. (ai) If Any indemnity claim dispute (a dispute arises “Dispute”) under Section 11.5 arising between the Buyer, on the one hand, and Seller and the Representing Shareholders, on the other hand, shall be resolved by negotiation or, failing negotiation, by binding arbitration. (ii) The parties shall first attempt to settle any Dispute by negotiation. Within 10 days of receipt by a party of notice of a Dispute (“Dispute Notice”), each party shall designate in writing to the other party a representative who shall be authorized to resolve such Dispute. The parties, the parties agree that their respective ’ representatives shall promptly meet and consult in good faith and attempt to settle negotiate a resolution. If the dispute, Dispute has not been resolved within thirty (30) 45 days of written notice thereofreceipt of the relevant Dispute Notice, as a condition precedent then on the demand of either party the Dispute shall be finally and exclusively resolved by arbitration in accordance with the following provisions, provided that with regard to an arbitration filed within 60 days of receipt of Dispute Notice, no party shall assert the initiation defense of arbitration proceedings as set forth herein. Notwithstanding any other provision statute of limitations or laches if the Dispute Notice was filed within the deadline or contractual time period provided for in this Agreement to or the contrarylimitations period provided for under applicable law. (iii) If the Dispute has not been resolved by negotiation as provided above, then the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreement, Dispute shall be settled determined by binding arbitration in Minneapolis, Minnesota. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association by a panel (“AAA”) in effect on the date of three (3) arbitrators appointed pursuant this Agreement, subject to such Rules, and judgment upon the award rendered by such arbitrators may be entered any modifications contained in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or by mutual agreement by the parties. The parties knowingly and voluntarily waive their rights to enter an award which reformshave any Dispute tried and adjudicated by a judge or a jury. There shall be a single neutral arbitrator. (iv) The arbitrator shall be required to follow the law of the State of Delaware, alters, amends or modifies such terms or conditionsexcept that procedural issues shall be governed by the Rules. Notwithstanding the forgoing, the arbitrators The arbitrator shall have no authority be empowered to award damages in excess of compensatory damages, including punitive, exemplary or similar damages with respect to any punitive damages except upon proof of fraud with intent to deceiveDispute. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and award shall be final and conclusive binding upon the parties; parties and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accounting presented to the arbitral tribunal. Each party hereto, other than to enforce shall bear its own expenses and will share equally in the award of such arbitratorsarbitrator’s fees. Such arbitration The arbitrator shall be conducted in Denverempowered to assess the costs of the arbitration, Colorado or in such other location as the parties thereto may agree. (b) In the event of a disputeincluding reasonable attorneys’ fees and disbursements, the prevailing party shall be entitled to be reimbursed by against the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association.

Disputes/Arbitration. (a) Subject to Section 12.11, any and all controversies or claims arising out of, under or relating to this Agreement or its performance ("Disputes"), including any amendments hereto, or breach hereof, shall be determined and settled in accordance with the laws of the State of New York as follows: (b) Airco and Groundco shall use their best reasonable efforts to resolve any and all Disputes. If a dispute arises between Dispute cannot be resolved by the partiesrepresentatives of the Parties hereto, within a reasonable time, it shall be referred to the parties agree that Chief Executive Officers of Airco and Groundco, or their respective representatives shall meet and consult in good faith and attempt to settle the disputedesignees, within for further negotiation for a period of thirty (30) days of written notice thereof, days. Only upon failure by Airco and Groundco to resolve the Dispute through such negotiation may either party prosecute such claim in a more formal proceeding as provided herein; provided that in the event good faith negotiations are ensuring and a party reasonably believes that it will forfeit claims as a condition precedent to the initiation result of arbitration proceedings as set forth herein. Notwithstanding any statute of limitations, laches or other provision of this Agreement to the contrarysimilar defenses, then the parties hereto agree that shall enter into a customary tolling arrangement in order to preserve any and all disputes with respect to any claim pursuant to such claims during the provisions of this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agree. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expensesinformal dispute resolutions procedures. (c) The If a Dispute cannot be resolved as provided in Section 12.9(b), then the parties agree that as precondition shall submit to the commencement of binding arbitration by any partyprocedures hereinafter set forth. Such binding arbitration shall take place in New York, the dispute must New York, and shall be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association. The parties shall choose a mutually acceptable arbitrator within thirty (30) days after the written request by either of them. The parties agree that within sixty (60) days after the selection, the arbitrator shall submit a written report of his or her determination of the Dispute. The Arbitrator designated hereunder shall have substantial commercial experience in the airline transport or air express industry. Each of the parties shall pay one-half of the cost of such arbitration. Any decision, determination or award rendered as a result of such arbitration shall be final, conclusive and binding on the parties hereto and may be reduced to judgment in any appropriate court having jurisdiction thereof.

Disputes/Arbitration. In the event of any dispute, claim or difference between the Parties arising out of or in connection with this Agreement, including any question regarding its subject matter, enforceability, interpretation, effect, existence, validity or termination, or in respect of any legal relationship associated therewith or derived therefrom (the “Dispute”), the Parties will first attempt to resolve such Dispute by good faith negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within 7 days from receipt from any Party to the others of Notice of a Dispute, any Party may, by Notice to the others, have such dispute referred to a senior decision-maker of each Party with oversight responsibility for the Venture, who will attempt to resolve such Dispute by good faith negotiation and consultation for a 14 day period following receipt of such written Notice. In the event that such Dispute is not resolved during such 14 day period, such Dispute shall be settled by confidential, final and binding arbitration in accordance with The Arbitration Act (Saskatchewan), as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder, in the following manner: (a) If the Dispute shall be resolved by a dispute arises between single arbitrator (the “Arbitrator”); (b) failing agreement by the parties, the parties agree that their respective representatives Arbitrator shall meet and consult in good faith and attempt to settle be appointed by the dispute, within thirty (30) days ADR Institute of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree that any and all disputes with respect to any claim Canada pursuant to their ADRIC Arbitration Rules (the provisions “ADRIC Rules”); (c) the seat of this Agreement, the arbitration shall be settled by arbitration in accordance with Saskatchewan; (d) the Commercial Arbitration Rules location of the American Arbitration Association by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators hearings shall be in writingSaskatoon, setting forth Saskatchewan (subject to an alternative agreement by the parties); (e) the language of the arbitration shall be English; (f) the arbitration shall be governed by the ADRIC Rules, as amended; (g) either party may deliver a single Notice to arbitrate for claims arising under either or both findings of fact the Resolution Agreement and conclusions of law, this Agreement and such Notice to arbitrate will be deemed to have validly commenced a single arbitration under both Agreements; (h) the arbitration award shall be made in writing and shall be final and conclusive upon binding on the parties, and shall deal with the question of costs and all matters related thereto; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agree.and (bi) In the event of nothing in this Agreement shall prejudice or impair a dispute, the prevailing party shall be entitled party’s ability to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition apply to the commencement Court of arbitration by any partyQueen’s Bench of Saskatchewan, or to the dispute must be submitted Arbitrator, to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Associationobtain interim or interlocutory injunctive relief.

Disputes/Arbitration. Subject to Section 9(n), any issue, dispute, Proceeding or controversy arising out of or relating to this Agreement (aor any Ancillary Agreement), its alleged breach or its subject matter (a "Dispute") If shall be resolved pursuant to this Section 9(o). (i) Any Dispute shall first be referred to CA as a dispute arises between representative of the parties, applicable Investors and a representative of the parties agree that their respective representatives shall meet and consult in good faith and attempt Company who has authority to settle the disputecontroversy for resolution between such Parties, within thirty if possible. Those Persons may, if they desire, consult outside experts or a mutually respected disinterested Person for assistance in arriving at a resolution. (30ii) days of If any Dispute cannot be resolved after good faith negotiation, either Party or the Indemnifying Party or its applicable Affiliate, may, by written notice thereof, as a condition precedent ("Arbitration Notice") to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement other, demand to have the contrary, the parties hereto agree that any claim finally and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be exclusively settled by confidential and binding arbitration in Houston, Texas, governed by the laws of the State of Texas and in accordance with the Commercial Arbitration Rules commercial rules of arbitration of the American Arbitration Association by a panel in effect at that time. A total of three (3) arbitrators appointed pursuant to such Rulesshall be appointed. Within 10 days after dispatch of the Arbitration Notice, each of the applicable Investors and the Company shall appoint one arbitrator, and judgment the two so chosen shall select a third within 15 days of the expiration of the 10-day period. Each arbitrator shall have at least 10 years of experience in an industry or profession related to the subject matter involved in the Dispute, and all arbitration proceedings shall be held, and a transcribed record thereof shall be prepared, in English. Neither Party involved in the arbitration shall have the right to conduct discovery of the other (except as the arbitrators may so order on the application of either Party), but shall furnish to the arbitrators such information as the arbitrators may reasonably request to facilitate the resolving of the Dispute. The arbitrators shall announce the award and the reason therefor in writing within three months from the date of the selection of the third arbitrator, or such later date as the Parties may agree upon in writing. The losing Party on a specific claim or counterclaim shall bear all expenses of the arbitration, including those relating to the arbitrators, and attorney's fees, experts and presentation of proof with respect to that claim or counterclaim. Any award granted by the arbitrators shall be final and binding upon the Parties and shall constitute the sole and exclusive remedy for any dispute between the Parties. Judgment upon the award rendered by such the arbitrators may be entered in any court having jurisdictionjurisdiction thereof. Such arbitrators shall not have The Parties expressly submit to the authority or power to reform, alter, amend or modify any non-exclusive jurisdiction of the terms or conditions courts of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, United States of America for the arbitrators shall have no authority to award enforcement of any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agreeaward. (biii) In Notwithstanding the foregoing provisions of this Section 9(o), in the event there is a good faith conflict of interest among two or more Investors relating to any Dispute, this Section 9(o) shall not apply to such Investors individually, and separate arbitration Proceedings may occur, to the extent necessary. (Remainder of page intentionally left blank) The Parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement. PARALLEL TECHNOLOGIES, INC. By: /s/ Fu Li ---------------------------------- Name: FU LI Title: CEO DALIAN FUSHI BIMETALLIC MANUFACTURING COMPANY, LTD. By: /s/ Fu LI ---------------------------------- Name: FU LI Title: CEO MANAGEMENT OF DALIAN FUSHI BIMETALLIC MANUFACTURING COMPANY, LTD. /s/ Fu Li ------------------------------------- Fu Li /s/ Yang Yue ------------------------------------- Yang Yue /s/ Yang Xisxxx ------------------------------------- Yang Xishan /s/ Chunyan Xu ------------------------------------- Chunyan Xu /s/ Wenbinx Xxxxx Xxng ------------------------------------- Wenbing Chris Wang (Signatures continue on followinx xxxx) THE INVESTORS CHINAMERICA FUND, LP By:/s/ Beau Johnson ------------------------------------- Name: Beau Johnson ---------------------------- Title: Managing Director --------------------------- CHINAMERICA DALIAN FUSHI ACQUISITIONS, LLC By:/s/ Beau Johnson ------------------------------------- Name: Beau Johnson ---------------------------- Title: Managing Director --------------------------- BARRON PARTNERS LP By: /x/ Andrew Werden ------------------------------------- Name: Andrew Werden ---------------------------- Title: Managing Partner ---------------------------- RENAISSANCE US GROWTH INVESTMENT TRUST By: /s/ Russell Cleveland ---------------------------------- Name: Russell Cleveland Tixxx: Xxxxxxxxx, XENN Capital Xxxxp, Investment Adviser BFS US SPECIAL OPPORTUNITIES TRUST PLC By: Russell Cleveland ---------------------------------- Name: Russell Cleveland Tixxx: Xxxxxxxxx, XENN Capital Xxxxp, Investment Adviser (Signatures continue on following page) ENABLE GROWTH PARTNERS LP By:__________________________________ Name:_____________________________ Title:____________________________ ENABLE OPPORTUNITY PARTNERS LP By:__________________________________ Name:_____________________________ Title:____________________________ LAKE STREET FUND LP By: /s/ Scott Hood ---------------------------------- Name: Scott Hood Title: Maxxxxx WEDBUSH SEC INC. CUST. IRA ROLLOVER 10/13/92 Xx: /s/ Fred L. Astman ---------------------------------- Name: Fred L. Astman Title: Xxxxx POPE ASSET MANAGEMENT LLC By: /s/ William P. Wells ---------------------------------- Name: William P. Wells Titxx: Xxxxxxxxx EXHIBIT A CERTIFICATES OF DESIGNATIONS, PREFERENCES AND RIGHTS FOR SERIES A AND SERIES B CONVERTIBLE PREFERRED STOCK (See Exhibits 3.4 and 3.5 to this Form 8-K) EXHIBIT B FORM OF WARRANT (See Exhibit 4.2 to this Form 8-K) EXHIBIT C INVESTORS PERCENTAGE SHARES OF OF NUMBER OF SERIES B COMMON STOCK OUTSTANDING SHARES CONVERTIBLE ISSUABLE UPON VOTING ISSUABLE PREFERRED CONVERSION CAPITAL UPON NAMES OF PURCHASE PERCENTAGE STOCK POST REVERSE STOCK POST EXERCISE INVESTORS PRICE AMONG GROUP PURCHASED SPLIT REVERSE SPLIT OF WARRANT -------------------------------------------------------------------------------------------- Chinamerica $1,700,000 0.141666667 30,518.52 602,083.3333 0.030104167 301,041.67 Fund, LP -------------------------------------------------------------------------------------------- Chinamerica Dalian Fushi Acquisitions, LLC $1,000,000 0.083333333 17,952.07 354,166.67 0.017708333 177,083.33 -------------------------------------------------------------------------------------------- Pope Asset Management LLC $3,500,000 0.291666667 62,832.25 1,000,583.333 0.061979167 619,791.67 -------------------------------------------------------------------------------------------- Renaissance US Growth Investment Trust $1,000,000 0.083333333 17,952.07 354,166.67 0.017708333 177,083.33 -------------------------------------------------------------------------------------------- BFS US Special Opportunities Trust PLC $1,000,000 0.083333333 17,952.07 354,166.67 0.017708333 177,083.33 -------------------------------------------------------------------------------------------- Enable Growth Partners LP $600,000 0.05 10,771.24 212,500.00 0.010625 106,250.00 -------------------------------------------------------------------------------------------- Enable Opportunity Partners LP $150,000 0.0125 2,692.81 53,125.00 0.00265625 26,562.50 -------------------------------------------------------------------------------------------- Lake Street Fund LP $700,000.00 0.058333333 12,566.45 247,916.67 0.012395833 123,958.33 -------------------------------------------------------------------------------------------- Fred L. Astman $350,000.00 0.029166667 6,283.22 123,958.33 0.000000000 61,979.17 -------------------------------------------------------------------------------------------- Barron Partners LP $2,000,000 0.166666667 35,904.14 708,000.03 0.035416667 354,166.67 -------------------------------------------------------------------------------------------- Total 215,424.84 4,250,000.00 0.2125000 2,125,000 ----- ---------- ------------ ----------- ---------- C-1 EXHIBIT D (Xxxxxxxxxxxxx Xxxxxxx) XXXXXXX X STOCK ESCROW AGREEMENT (See attached) EXECUTION COPY STOCK ESCROW AGREEMENT This Stock Escrow Agreement (this "Agreement") is made as of December 13, 2005, by and among Parallel Technologies, Inc., a disputeNevada corporation (the "Company"), Dalian Fushi Bimetallic Manufacturing Company, Ltd., a company organized under the laws of the People's Republic of China ("Dalian Fushi"), the prevailing party persons listed on the signature pages hereto as the Series A Convertible Preferred Shareholders of the Company (the "Series A Holders"), Chinamerica Fund, LP, a Texas limited partnership ("CA"), the other investors listed on the signature pages hereto (CA and the other investors shall be entitled referred to be reimbursed by individually as an "Investor" and collectively as the non-prevailing party or parties for such prevailing party's reasonable attorney's fees "Investors") and other expenses. Gateway National Bank, N.A., as the escrow agent (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties"Escrow Agent"). If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules All of the American Arbitration Associationaforementioned are also referred to individually herein as a "Party" and collectively herein as the "Parties."

Disputes/Arbitration. Subject to Section 9(n), any issue, dispute, Proceeding or controversy arising out of or relating to this Agreement (aor any Ancillary Agreement), its alleged breach or its subject matter (a "Dispute") If shall be resolved pursuant to this Section 9(o). (i) Any Dispute shall first be referred to Heller as a dispute arises between representative of the parties, Investors and a representaxxxx of the parties agree that their respective representatives shall meet and consult in good faith and attempt Company who has authority to settle the disputecontroversy for resolution between such Parties, within thirty if possible. Those Persons may, if they desire, consult outside experts or a mutually respected disinterested Person for assistance in arriving at a resolution. (30ii) days of If any Dispute cannot be resolved after good faith negotiation, either Party or the Indemnifying Party or its applicable Affiliate, may, by written notice thereof, as a condition precedent ("Arbitration Notice") to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement other, demand to have the contrary, the parties hereto agree that any claim finally and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be exclusively settled by confidential and binding arbitration in New York, New York, governed by the laws of the State of New York and in accordance with the Commercial Arbitration Rules commercial rules of arbitration of the American Arbitration Association by a panel in effect at that time. A total of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writingappointed. Within 10 days after dispatch of the Arbitration Notice, setting forth both findings each of fact the applicable Investors and conclusions of lawthe Company shall appoint one arbitrator, and the two so chosen shall select a third within 15 days of the expiration of the 10-day period. Each arbitrator shall have at least 10 years of experience in an industry or profession related to the subject matter involved in the Dispute, and all arbitration proceedings shall be final held, and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim a transcribed record thereof shall be instituted by any party heretoprepared, in English. Neither Party involved in the arbitration shall have the right to conduct discovery of the other than (except as the arbitrators may so order on the application of either Party), but shall furnish to enforce the arbitrators such information as the arbitrators may reasonably request to facilitate the resolving of the Dispute. The arbitrators shall announce the award of such arbitrators. Such arbitration shall be conducted and the reason therefor in Denver, Colorado or in such other location as the parties thereto may agree. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator writing within fourteen (14) days three months from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules selection of the American Arbitration Association.third arbitrator, or such later date as the Parties may agree upon in writing. The losing Party on a specific claim or counterclaim shall bear all expenses of the arbitration, including those relating to the arbitrators, and attorney's fees, experts and presentation of proof with respect to that claim or

Disputes/Arbitration. Any dispute, questions, or differences relating to this Agreement, (acollectively "Disagreements") If shall be settled, if possible, amicably between the Parties. Any Disagreements, if not settled by the parties within fifteen (15) days from the date the disagreement arises, shall be considered a dispute arises between the parties("Dispute"), the parties agree that their respective representatives and shall meet be referred to an executive from each of ADM and consult in good faith and attempt Nutraceutix who have authority to settle the disputeDispute. If any such Dispute which has not been resolved by such executives within thirty (30) days after the date it was first referred to them, ADM and Nutraceutix shall proceed to binding arbitration in accordance with this Article. (1) The arbitration shall be held in Chicago, Illinois if either Party demands arbitration. (2) The arbitration shall be conducted by three (3) arbitrators in accordance with the Rules of the American Arbitration Association, except as expressly set forth herein. Each Party shall promptly select an arbitrator, and those two arbitrators shall select the third arbitrator. (3) The arbitration shall be conducted in English, and all written submissions shall be in English. (4) The Parties agree that the decision of the arbitrators shall be final and binding on the Parties and judgment upon the award rendered by the arbitrators my be entered in any court having jurisdiction thereof. (5) The Parties agree that the prevailing party in any arbitration shall be entitled to recover its costs of the arbitration including its reasonable attorneys' fees from the losing party and that such recovery will be part of the arbitration award. (6) The Parties agree that all discovery and all arbitration hearings associated with a particular Dispute shall be completed within six (6) months from the date the Dispute was first referred to arbitration. Notwithstanding the foregoing, the provisions of this paragraph shall apply to any Dispute regarding the amount of money payable by one Party to the other. In the case of such a Dispute, the Party desiring to invoke arbitration shall, prior to invoking the arbitration procedure of this Article 11, tender to the other Party a figure which is designated as that Party's offer for agreement ("Offer of Agreement"). The other Party shall, within thirty (30) days thereafter, tender its own Offer of written notice thereof, as a condition precedent Agreement. Within fifteen (15) days following such second tender of an Offer of Agreement each Party shall tender to the initiation other a figure which is designated as the Party's final offer ("Final Offer"). Each tender of an Offer of Agreement or Final Offer shall be accompanied by supporting documents. If the Parties fail to reach agreement within ten (10) days following tender of the Final Offers, then either Party may invoke the arbitration proceedings as set forth herein. Notwithstanding any other provision procedure of this Agreement paragraph; provided that in that event (i) the matter at issue shall be submitted for determination to a single arbitrator having demonstrated expertise in establishing the monetary amount at issue, (ii) each Party shall deliver to the contraryarbitrator a copy of that Party's Final Offer and supporting documents, and (iii) the parties hereto agree arbitrator shall choose one of the Final Offers as the resolution of the Dispute. Except for (i) an action to enforce payment of an amount that any and all disputes with respect is not in dispute by either Party, or (ii) an action to any claim pursuant seek injunctive relief to the provisions prevent or stay a breach of this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three or (3ii) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than action necessary to enforce the award of such the arbitrators. Such arbitration , the Parties agree that the provisions of this Article 11 shall be conducted a complete defense to any suit, action or other proceeding instituted in Denver, Colorado any court or in such other location as the parties thereto may agreebefore any administrative tribunal with respect to any Dispute. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association.

Disputes/Arbitration. (a) If a dispute arises between 4.1 Buyers, on the partiesone hand, and API, on the parties agree that their respective representatives other hand, shall meet and consult attempt in good faith and attempt to resolve any dispute or difference between or among the parties arising out of or relating to this Agreement promptly by negotiation between executives of the relevant parties who have authority to settle the dispute, controversy within thirty fifteen (3015) days after delivery of written a notice thereof, as a condition precedent by one or more parties to the initiation others. All negotiations pursuant to this Section 4.1 are confidential and shall be treated as compromise and settlement negotiations for purposes of arbitration proceedings as set forth herein. Notwithstanding any other provision applicable rules of this Agreement to the contrary, evidence. 4.2 Any dispute or difference between or among the parties hereto agree that any and all disputes with respect arising out of or relating to any claim this Agreement, which has not been resolved by negotiation pursuant to the provisions of this AgreementSection 4.1, shall be settled by arbitration in accordance with the Commercial CPR Rules for Non Administered Arbitration Rules in effect on the date of the American Arbitration Association this Agreement, by a panel of three mutually acceptable single arbitrator designated by the respective parties. If the parties are unable to agree on an arbitrator within fifteen (315) arbitrators appointed days following the negotiation period described in Section 4.1, an arbitrator shall be selected by the Center for Public Resources pursuant to the procedures set forth in its Rule 6.4.b or by such Rulesother procedures as the parties may elect. In order to expedite the process of selecting an arbitrator, the parties shall use their best efforts to agree upon a standby arbitrator and an alternate within thirty (30) days following the effective date of this Agreement, and within thirty (30) days following the resignation or inability of any such standby arbitrator or alternate to serve. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. (S)(S) 1-16, and judgment upon the award rendered by such arbitrators the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. The arbitration shall be governed by the law of the State of New York. The arbitrator is not empowered to award damages in excess of compensatory damages and each party expressly waives and foregoes any right to punitive, exemplary or similar damages unless a statute requires that compensatory damages be increased in a specified manner. Following the final arbitration hearings, which shall be completed within thirty (30) days following the later of (i) the designation of the arbitrator and (ii) the expiration of the negotiation period described in Section 4.1 unless otherwise mutually agreed by the parties to the dispute, the arbitrator shall promptly deliver a written decision with respect to the dispute to each of the parties, who shall promptly act in accordance therewith. Each party agrees that any decision of the arbitrator shall be final, conclusive and binding and that they will not contest any action by any other party thereto in accordance with a decision of the arbitrator. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section 4.2 by bringing suit in any court having of competent jurisdiction. Such arbitrators shall not have . 4.3 All reasonable fees, costs and expenses (including attorneys' fees and expenses) incurred by the authority party that prevails in any such arbitration commenced pursuant to Section 4.2 or power to reform, alter, amend any judicial action or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than proceeding seeking to enforce the agreement to arbitrate disputes as set forth in Section 4.2 or seeking to enforce any order or award of such arbitrators. Such any arbitration shall commenced pursuant to this Section 4.2 may be conducted assessed (in Denver, Colorado whole or in such other location as part) against the parties thereto may agree. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for that do not prevail in such prevailing party's reasonable attorney's fees arbitration in such manner as the arbitrator or the court in such judicial action, as the case may be, may determine to be appropriate under the circumstances. All costs and other expensesexpenses attributable to the arbitrator shall be allocated among the parties to the arbitration in such manner as the arbitrator shall determine to be appropriate under the circumstances. (c) 4.4 The parties agree that as precondition hereto shall take all required steps in order to avoid any inconsistencies between the commencement resolutions of arbitration by any partydisputes hereunder and resolutions of disputes under the AWA Indemnity Agreement including, without limitation, the consolidation of any dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Associationresolution procedures.

Disputes/Arbitration. 365 (a) Both parties shall first consider resolving any dispute through Gafta Mediation in accordance with GAFTA 366 Mediation Rules 128 367 (b) If a dispute arises between the partieseither party declines mediation, the parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree it is hereby agreed that any and all disputes with respect to arising out of or under this 368 contract or any claim pursuant regarding the interpretation or execution of this contract shall be determined by arbitration 369 in accordance with the GAFTA Simple Disputes Arbitration Rules 126, in the edition current at the date of this 370 contract, such Rules are incorporated into and form part of this Contract and both parties hereto shall be deemed 371 to be fully cognisant of and to have expressly agreed to the provisions application of this Agreementsuch Rules. 372 (c) Neither party hereto, nor any persons claiming under either of them shall bring any action or other legal 373 proceedings against the other in respect of any such dispute, or claim, which shall be settled heard and determined by 374 the arbitrator, in accordance with GAFTA Simple Disputes Arbitration Rules 126 which shall be final and 375 binding on the parties. There is no right of appeal to Gafta or the Courts. (The role of the Courts shall be restricted 376 to enforcement, if required, of an Award of Arbitration) 377 (d) Nothing contained under this Arbitration Clause shall prevent the parties from seeking to obtain security in 378 respect of their claim or counterclaim via legal proceedings in any jurisdiction, provided such legal 379 proceedings shall be limited to applying for and/or obtaining security for a claim or counterclaim, it being 380 understood and agreed that the substantive merits of any dispute or claim shall be determined solely by 381 arbitration in accordance with the Commercial GAFTA Simple Disputes Arbitration Rules 126. 382 (e) DEFAULT OF ARBITRATION 383 In the event that any party to a GAFTA Arbitration (a) neglects or refuses to carry out or abide by an Award of 384 Arbitration within 21 days of the American Arbitration Association issue of that Award by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority XXXXX or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agree. (b) In fails to pay any costs, fees or expenses of 385 the event Arbitration within 21 days of a disputebeing called upon by GAFTA to do so, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or both parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties expressly agree that as precondition GAFTA 386 shall notify GPC in writing of any such default. GPC shall then, at its absolute discretion, have the right to take 387 disciplinary action against the commencement defaulting party (whether a member of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14GPC or not) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules GPC 388 Code of Ethics of which both parties acknowledge awareness. Disciplinary action shall include, but shall not be 389 limited to, suspension from GPC membership or recommendation of suspension from any GPC affiliates, on 390 such terms and for such duration as GPC shall determine (including a prohibition on attending any GPC 391 convention or event and written notification of defaulter to GPC membership - whether the American Arbitration Association.defaulter is a 392 member of GPC or not). 393

Disputes/Arbitration. (a) If a Any dispute arises between the parties, the parties agree that their respective representatives shall meet and consult or controversy arising under or in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision connection with this Article V of this Agreement to the contrary, the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be settled exclusively by arbitration to be held in the City of New York in accordance with the Commercial Arbitration Rules commercial rules of the American Arbitration Association then in effect, subject to Section 3(b) below. There shall be one arbitrator appointed in accordance with those rules. As part of his award, the arbitrator shall make a fair allocation between the parties of the fee and expenses of the American Arbitration Association and the cost of any transcript, taking into account the merits of their claims and defenses. The arbitrator shall render his award within sixty (60) days after the commencement of the arbitration; provided, however, no failure on the part of the arbitrator to render his award within such sixty (60) day period shall constitute a release from liability or otherwise affect the liability of any party hereto. Failure by a panel either party to submit to arbitration under this paragraph shall result in the arbitrator ruling in favor of three (3) arbitrators appointed pursuant the other party if such other party has submitted to such Rules, and judgment upon the award rendered by such arbitrators arbitration under this paragraph. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Such arbitrators shall not have , and the authority or power parties irrevocably consent to reform, alter, amend or modify any the jurisdiction of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agreeNew York courts for that purpose. (b) In connection with any arbitration under the preceding Section 3(a), each party shall, within ten (10) days following the appointment of the arbitrator, submit to the arbitrator its statement of the facts related to the Notice of Claim and, if necessary, an estimate of the amount of actual damages owed together with how such amount was computed. The arbitrator shall be charged solely with determining, within ten (10) days after expiration of the period during which the parties are to submit their respective statements and estimates, whether or not a the Purchaser's Claim was properly asserted and, if in the event that a Purchaser's Claim has been validly asserted, which estimate is closest to the amount of a disputeactual damages suffered or incurred by Purchaser. In such event, the prevailing party arbitrator shall be entitled to award the amount of the estimate that is closest to the arbitrator's determination of the actual damages suffered by Purchaser as the amount of the allowable adjustment to the Cash Portion of the Purchase Price; except that, if the larger of the two estimates is equal to or less than 120% of the smaller of the two estimates, the amount to be reimbursed awarded by the non-prevailing arbitrator shall be the average of the two estimates. No failure on the part of the arbitrator to make such determination within such ten (10) days shall constitute a release from liability or otherwise affect the liability of any party or parties for such prevailing party's reasonable attorney's fees hereto. If either party fails to timely submit a statement of facts and an estimate under this 3(b), the estimate of the other expenses. (c) The parties agree that as precondition party shall be awarded by the arbitrator to the commencement of arbitration by any party, the dispute must be submitted party to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Associationwhom it is due.

Disputes/Arbitration. (a) If a The Members agree that in the event of any dispute arises or disagreement between the partiesor among any of them arising out of, relating to, or in connection with this Agreement, the parties agree that Members shall use their respective representatives best efforts to resolve any such dispute by good-faith negotiation and mutual agreement. The Members shall meet at a mutually convenient time and consult in good faith and place to attempt to settle resolve any such dispute. If the dispute, disputing Members are unable to resolve the dispute through these negotiations within thirty (30) days following receipt of written the initial notice thereofof such dispute, as a condition precedent then any dispute arising out of or relating to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary(including, the parties hereto agree that any without limitation, statutory claims and all disputes with respect to any claim the determination of the scope or applicability of this agreement to arbitrate), shall be submitted to arbitration before one (1) neutral arbitrator at JAMS in New York, New York pursuant to the provisions JAMS Comprehensive Arbitration Rules and Procedures. Each party will bear its own expenses. For injunctive relief, it is agreed that any court of this Agreementcompetent jurisdiction in New York, New York may also entertain an application by any party. The parties further agree that no demand for punitive damages shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered made in any court having jurisdiction. Such arbitration proceeding and that the arbitrators shall not have the authority or power to reform, alter, amend or modify award punitive damages in any such proceeding. Any award of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and arbitrator shall be final and conclusive upon binding on the parties; , subject only to such right of review that may lie under applicable law, and no suit at law may be entered and enforced in any court having jurisdiction thereof. Each party hereby agrees that the existence of any such arbitration, the pleadings, any materials submitted or exchanged in equity based on such disputediscovery, controversy as well as any testimony, and any decision, award or claim settlement and the terms thereof shall be instituted confidential (“Confidential Arbitration Materials”) and shall not be disclosed to any third party except: (a) as required by any party heretolaw, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado rule or in such other location as the parties thereto may agree. regulation; (b) In the event of a disputeto such party’s directors, the prevailing party shall be entitled to be reimbursed by the non-prevailing party managers, officers, employees, financial or parties for such prevailing party's reasonable attorney's fees tax advisors, attorneys, accountants, agents and other expenses. representatives, and only then after securing their agreement to keep such information confidential, or (c) The parties agree in connection with an action or proceeding to enforce or vacate such award, provided that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from shall take all reasonable steps to protect the date confidentiality of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American such Confidential Arbitration AssociationMaterials.