Common use of Disputes Clause in Contracts

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The In the event of a disagreement among any of the parties hereby consent to this Agreement, or among them or any other person resulting in adverse claims and agree that demands being made in connection with or from any property in the Escrow Account, the Escrow Agent shall be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of any property then held by it in the Escrow Account under this Agreement, and in so doing, the Escrow Agent shall be entitled to continue to refrain from acting until (i) all disputes between the parties, including those relating to the existence and validity right of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, adverse claimants shall be submitted to full and have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, property involved herein or affected hereby or (ii) notwithstanding all differences shall have been adjusted by agreement and the foregoingEscrow Agent shall have been notified in writing of such agreement signed by the parties hereto. In the event of such dispute, each party irrevocably submits the Escrow Agent shall be entitled, in its discretion and judgment, to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as the Escrow Agent deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. In the event of any uncertainty as to its duties hereunder, the Escrow Agent may refuse to act under the provisions of this Agreement pending order of a court of competent jurisdiction and the Escrow Agent shall have no liability to the Company, the Dealer Manager or to any other person as a result of such action. Any such legal action may be brought in such court as the Escrow Agent shall determine to have jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance thereof. The filing of any such action or proceedinglegal proceedings shall not deprive the Escrow Agent of its compensation earned prior to such filing. All costs, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules expenses and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of the Escrow Agent incurs in connection with such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of proceeding shall be paid by the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingCompany.

Disputes. The parties hereby consent and agree that (i) all disputes between 15.1 In the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability event of a matter under this provisionDispute a Party shall notify the other Party of the Dispute (Dispute Notice) together with reasonable details of such dispute or difference. The Parties will then endeavour to resolve all matters the subject of the Dispute as soon as practicable. 15.2 Any Dispute which the Parties cannot resolve amicably within a period of twenty (20) Business Days (or such other period as the Parties may mutually agree in writing) of receipt of a Dispute Notice by a Party, shall be submitted resolved by three (3) arbitrators acting in accordance with the LCIA Arbitration Rules, which rules are deemed to full be incorporated by reference into this Clause, and binding the following shall apply: (a) Each Party shall appoint one (1) arbitrator within twenty (20) Business Days of the filing of the arbitration, and the two (2) arbitrators so appointed shall select the presiding arbitrator within twenty (20) Business Days after the latter of the two (2) arbitrators has been appointed. If the presiding arbitrator is not chosen and nominated to the LCIA for appointment within twenty (20) Business Days of the date of confirmation by the LCIA of the latter of the appointed arbitrators to be confirmed, he shall be chosen by the LCIA. (b) The seat, or legal place of arbitration shall be London. (c) The proceedings shall be in the Commonwealth of VirginiaEnglish language. 15.3 The resulting arbitral award shall be final and binding, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the such award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . A Dispute shall be responsible for its own costs and expenses (including attorneys’ fees)of deemed to have arisen when either Party notifies the other Party in writing to that effect. 15.4 Any monetary award issued by the arbitrator shall be payable in Pounds Sterling, at the discretion of the receiving Party, at the spot rate as established by the London edition of the Financial Times on the date of the award. 15.5 Nothing in this Clause 15, shall prevent either Party from seeking interim or interlocutory relief in any court or arbitral tribunal. 15.6 If either of the Parties initiate multiple arbitration pursuant to proceedings under this Section 7; providedAgreement and/or under the Storage Services Contract, however, that if the Employee prevails on any dispute covered subject matters of which are related by this provisioncommon questions of law or fact, then all such proceedings may be consolidated into a single arbitral proceeding, as determined under the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingLCIA Arbitration Rules.

Disputes. The (A) If a dispute or controversy arises out of or in connection with this Agreement, the parties hereby consent and agree that (i) all disputes between shall first attempt in good faith to settle the parties, including those relating to dispute or controversy by mediation under the existence and validity Commercial Mediation Rules of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules and Mediation Proceduresof the American Arbitration Association in a city located within Xxxxxxxx or Sebastian County, providedArkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, that this provision shall not require arbitration be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any claim whichdispute or controversy arising under or in connection with this Agreement. (B) Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by lawthe Company or the Executive, cannot shall be brought and resolved only in a state or federal court of competent jurisdiction located in Xxxxxxxx County, Arkansas or the Fort Xxxxx Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits themselves to the personal jurisdiction of any Commonwealth of Virginia State or Federal such court and hereby irrevocably agree that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby waives irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of any such the action. Any final judgment in the action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered enforced in other jurisdictions by suit on the judgment or in any court having jurisdiction thereof, other manner provided by law. (vC) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party The Company shall be responsible for its own pay all costs and expenses (expenses, including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, no later than thirty including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (30) days following including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any final resolution provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such disputeproceeding, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as calculated at the rate provided in Section 1.7 1274(b)(2)(B) of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingCode.

Disputes. The In the event of a disagreement among any of the parties hereby consent to this Agreement, or among them or any other person resulting in adverse claims and agree that demands being made in connection with or from any property in the Escrow Account, the Escrow Agent shall be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of any property then held by it in the Escrow Account under this Agreement, and in so doing, the Escrow Agent shall be entitled to continue to refrain from acting until (i) all disputes between the parties, including those relating to the existence and validity right of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, adverse claimants shall be submitted to full and have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, property involved herein or affected hereby or (ii) notwithstanding all differences shall have been adjusted by agreement and the foregoing, each party irrevocably submits to the jurisdiction Escrow Agent shall have been notified in writing of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered such agreement signed by the arbitrators, and hereby waives parties hereto. In the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution event of such dispute, the Escrow Agent shall be entitled, in its discretion and (vi) each party has knowingly and voluntarily agreed judgment, to enter tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives together with such legal pleadings as the Escrow Agent deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. In the event of any rights that might otherwise exist with respect uncertainty as to resolution its duties hereunder, the Escrow Agent may refuse to act under the provisions of disputes between them, including with respect this Agreement pending order of a court of competent jurisdiction and the Escrow Agent shall have no liability to the right Company, the Dealer Manager or to request any other person as a jury trial or other result of such action. Any such legal action may be brought in such court proceedingas the Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal proceedings shall not deprive the Escrow Agent of its compensation earned prior to such filing.

Disputes. The parties hereby consent and to this Agreement agree that (i) in the event there is a dispute or controversy between them that cannot be settled through direct discussions, it is in the best interests of all disputes for such dispute or controversy to be resolved in the shortest time and with the lowest cost of resolution as practicable. Consequently, any such dispute, controversy or claim between the partiesparties to this Agreement will not be litigated, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall but instead will be submitted to full and binding resolved by arbitration in accordance with Title 9 of the Commonwealth U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAARules”) under its Employment Arbitration Rules ), and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. The arbitration will be before one neutral arbitrator and will proceed under the Expedited Procedures of said Rules. The arbitration will be held in Dallas, (v) except Texas, or such other place as may be selected by mutual agreement. The arbitrator will have the discretion to order a prehearing exchange of information by the parties, and to set limits for both the scope and time period of such exchange. All issues regarding exchange requests will be decided by the arbitrator. Neither party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder, unless required to do so by court or regulatory order, without the prior written consent of both parties. Administrative fees and expenses of the arbitration itself will be borne by the parties equally unless otherwise required by applicable law to render this Section 7 fully enforceablelaw, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7a court of competent jurisdiction or the Rules; provided, howeverthat, that if the in no event will Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ be required to pay in excess of $1,000 of such fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed . The arbitrator will also be authorized to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect award to the right prevailing party all or that fraction of its reasonable costs and fees as is deemed equitable. Costs of a party’s representation by counsel or preparation costs for hearing are not considered administrative fees and expenses for purposes hereof. This provision will not apply to request a jury trial any claim for injunctive relief sought by the Employer or other court proceedingany of its affiliates under Section 2 or 3 of this Agreement.

Disputes. The parties hereby consent Subject to Section 5.6, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or Genlyte or the termination of this Release Agreement and any dispute as that employment (together, an “Employment Matter”). Subject to the arbitrability provisions of a matter under Section 5.6 and this provisionSection 7, shall any Employment Matter will be submitted to full and binding finally settled by arbitration in the Commonwealth County of Virginia, before a panel of three arbitrators and New York administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties’ closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under this Section 7. You and the Company irrevocably submits submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State New York over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if sufficient service thereof. This Agreement will be governed by and construed in accordance with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 law of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution State of disputes between them, including with respect to the right to request a jury trial or other court proceedingNew York.

Disputes. The (a) Subject to Section 21(b) below, if a dispute arises under this Agreement arising out of, related to or in connection with, the payment of amounts provided hereunder to be paid by the Company to Employee, the timing of such payments or their calculation or, questions regarding the breach of the terms hereof or the issue of arbitrability (a “Dispute”), and the dispute cannot be settled through direct discussions by the parties hereby consent within a reasonable amount of time, the Company and Employee agree that (i) all such disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted referred to full and finally resolved by, binding arbitration in accordance with the Commonwealth provisions of Virginia, before a panel Exhibit A hereto. The Company will pay the actual fees and expenses of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense parties shall bear equally all other expenses of inconvenient forum such arbitration, unless the arbitrators determine that a different allocation would be more equitable. The award of the arbitrators will be the exclusive remedy of the parties for such disputes. (b) Section 21(a) to the maintenance of any such action or proceedingcontrary notwithstanding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, it is expressly agreed that if based upon events which take place after, by, on account of, or in connection with, a Change of Control it becomes necessary in Employee’s judgment for him to xxx the Employee prevails on any dispute covered by Company in order to collect amounts to be paid to him under this provisionAgreement or otherwise enforce his rights under this Agreement, then the Company shall reimburse the Employee for the will be obligated to pay both its own and Employee’s reasonable attorneys’ legal fees and legal expensesin such litigation, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 including the obligation of the Severance Agreement, hereby waives Company to pay Employee’s legal fees within thirty days of receiving invoices therefor from Employee. (c) Jurisdiction and venue of any rights that might otherwise exist with respect action relating to resolution of disputes between them, including with respect this Agreement or Employee’s employment by the Company (subject to the right to request a jury trial or other court proceedingprovisions of Section 21(a) hereof), shall be in the state courts of Houston, Xxxxxx County, Texas.

Disputes. The parties hereby consent (a) Prior to any referral of a matter to a loss adjuster, expert, arbitrator or the QCA (“Adjudicator”) in accordance with Clause 8.7 or 11, either Party may notify the other Party that an Operator should be a party to that referral and agree that if such a notice is given, then the relevant Operator must be: (i) all disputes between notified of the parties, including those relating matter to be referred to the existence and validity Adjudicator; and (ii) provided with a copy of the provisions of this Release Agreement and any dispute as to governing the arbitrability referral of a matter to, the determination of a matter by and the payment of the costs of the Adjudicator (“Dispute Provisions”). (b) If an Operator is given a notice under Clause 16.1(a), then: (i) where the Adjudicator is to be a loss adjustor, expert or arbitrator, the Parties are deemed not to have agreed the appointment of that loss adjuster or expert unless the Operator has also agreed to the appointment of that loss adjuster, expert or arbitrator; (ii) the Parties must comply with the Dispute Provisions in respect of the Operator as though the Operator was a Party to this provisionAgreement for the purposes of the matter referred to the Adjudicator; and (iii) the Adjudicator in addition to determining the matter between the Parties must also determine any claim, dispute, question or liability involving the Operator and the relevant Train Operations Agreement arising in connection with the matter referred to the Adjudicator (unless that claim, dispute, question or liability has already been agreed by Aurizon Network and the Operator or otherwise determined). (c) If the End User is notified of a matter to be referred to an Adjudicator in accordance with a Train Operations Agreement, then the End User: (i) must comply with the provisions of that agreement governing the referral of a matter to, the determination of a matter by and the payment of the costs of an Adjudicator; (ii) must provide the Adjudicator with a copy of this Agreement; (iii) agrees that the Dispute Provisions do not apply to any claim, dispute, question or liability involving the End User and this Agreement in connection with the matter referred to the Adjudicator; and (iv) agrees that, for the avoidance of doubt, the decision of that Adjudicator, in the absence of manifest error, shall be submitted to full final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingEnd User.

Disputes. The parties hereby consent and agree In the event any Party has a dispute, or asserts a claim, that arises out of or in connection with this Agreement or its performance (ia “Dispute”), such Party shall provide the other Parties with written notice of the Dispute (“Notice of Dispute”). Such Dispute shall be referred to a designated senior representative of each Party for resolution on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other Parties. In the event the designated representatives are unable to resolve the Dispute through unassisted or assisted negotiations within thirty (30) all disputes between Calendar Days of the partiesother Parties’ receipt of the Notice of Dispute, including those relating to such Dispute may, upon mutual agreement of the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionParties, shall be submitted to full arbitration and binding resolved in accordance with the arbitration procedures set forth below. In the event the Parties do not agree to submit such Dispute to arbitration, each Party may exercise whatever rights and remedies it may have in equity or at law consistent with the terms of this Agreement. External Arbitration Procedures. Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) Calendar Days of the submission of the Dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. In each case, the arbitrator(s) shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAAArbitration Rules”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State applicable FERC regulations or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7RTO rules; provided, however, that if in the Employee prevails on any dispute covered by event of a conflict between the Arbitration Rules and the terms of this provisionArticle 27, then the Company terms of this Article 27 shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingprevail.

Disputes. The parties hereby consent Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and agree that Executive (i) all disputes between each a “Party,” and jointly, the parties“Parties”), including those relating to the existence and validity any dispute, claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe Judicial Arbitration and Mediation Services, before Inc. (“JAMS”). The arbitration will be held Chicago, Illinois unless the Parties mutually agree otherwise. Nothing contained in this Paragraph 13 will be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent and agree that (i) all disputes between Any controversy or claim arising out of or in relation to this Agreement, or the partiesbreach or alleged breach thereof, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionwhich cannot be settled amicably, shall be submitted to full and binding settled by arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, the International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the International Commercial Arbitration( ICA ) located in the country of Belize (or such other Center location as the parties may agree) three (3) copies of such notice and three (3) copies of this agreement together with the appropriate filing fee. The arbitration shall be conducted before a panel of three (3) arbitrators and administered who shall be appointed in accordance with the said rules. The arbitration proceedings shall be held at the ICA location agreed to by the American Arbitration Association (“AAA”) parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entitled under its Employment Arbitration Rules and Mediation Proceduresthe law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any special, indirect, consequential, or punitive damages arising out of or related to this provision Agreement, or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for willful or wanton misconduct. The arbitration award shall be given within six (6) months from appointment of the third arbitrator. The award given by the three arbitrators or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State serve as precedent or Federal court authority in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or subsequent proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on losing party should fail to comply with the award, the prevailing party may apply to any dispute covered court having jurisdiction for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by this provisionlaw or court orders, then the Company substance of any arbitration proceedings shall reimburse be kept confidential by all parties and by the Employee for arbitrators; however, the Employee’s reasonable attorneys’ fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the proceeding, including the fees and legal expensescosts of attorneys, no later than thirty (30) days following any final resolution of such disputeaccountants, and (vi) each party has knowingly witnesses, and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the compensation of the Severance Agreementarbitrators, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect shall be assessed by the arbitrators against the parties according to the right to request a jury trial or other court proceedingarbitrators' determination of fault.

Disputes. The parties hereby consent (a) If there is any disagreement or the presentation of any adverse claim or demand in connection with the disbursement of the Proceeds, the Deposit Account Agent may, at its option, after providing written notice to the Intermediary and agree Issuer of such disagreement or adverse claim or demand, refuse to comply with any such claims or demands during the continuance of such disagreement and may refrain from delivering any item affected hereby, and in so doing, the Deposit Account Agent shall not become liable to the undersigned or to any other person, due to its failure to comply with such adverse claim or demand. If the Intermediary and/or Issuer does not provide satisfactory assurances to the Deposit Account Agent that it may act in accordance with the other provisions of this Agreement, then the Deposit Account Agent shall be entitled to continue, without liability, to refrain and refuse to act until: (i) all disputes between authorized to disburse the partiesProceeds by an order from a court purporting to have jurisdiction of the Parties and the Proceeds, including those relating to after which time the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Deposit Account Agent shall be submitted entitled to full and binding arbitration act in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, conformity with such order; or (ii) notwithstanding the foregoingDeposit Account Agent (i) shall have been notified that all differences shall have been adjusted by agreement, each party irrevocably submits and (ii) shall have been directed in writing to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or take certain actions with respect to enforcement of any judgment upon the award rendered Proceeds subject to the adverse claim or demand, signed jointly or in counterpart by the arbitratorsIntermediary and Issuer and by all persons making adverse claims or demands, and hereby waives at which time the defense of inconvenient forum Deposit Account Agent shall be protected in acting in compliance therewith. (b) At any time prior to the maintenance Deposit Account Agent's receipt of any such action a court order or proceedinga notice, as provided in clauses (iiii) either party may elect to invoke the Optional Rules for Emergency Measures or (ii) of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable3.3(a), each party shall be responsible for its own costs the Deposit Account Agent may, but is not required to, file a suit in interpleader and expenses (including attorneys’ fees)of any arbitration obtain an order from the court requiring the Parties to interplead and litigate in such court adverse claims or demands raised pursuant to this Section 7; provided3.3. If such interpleader suit is brought, however, that if the Employee prevails on Deposit Account Agent shall ipso facto be fully released and discharged from all obligations to further perform any dispute covered by this provision, then and all duties or obligations imposed upon it in relation to the Company shall disputed amount. The Intermediary agrees to reimburse the Employee Deposit Account Agent for the Employee’s reasonable attorneys’ fees and legal all costs, expenses, no later than thirty (30) days following any final resolution of and reasonable attorney's fees expended or incurred by the Deposit Account Agent in connection with such disputeadverse claim or demand, the amount thereof to be fixed and (vi) each party has knowingly and voluntarily agreed judgment thereof to enter into this arbitration clause and, except as provided be rendered by the court in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingsuch lawsuit.

Disputes. The parties hereby consent Subject to Section 5.6, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or IGC or the termination of this Release Agreement and any dispute as that employment (together, an "EMPLOYMENT MATTER"). Subject to the arbitrability provisions of a matter under Section 5.6 and this provisionSection 7, shall any Employment Matter will be submitted to full and binding finally settled by arbitration in the Commonwealth County of Virginia, before a panel of three arbitrators and New York administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties' closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party irrevocably submits one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You and the Company agree that there will be no punitive damages payable as a result of any Employment Matter and agree not to request punitive damages. The arbitrator may award attorney's fees and costs of the arbitration to the prevailing party. You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under this Section 7. You and the Company irrevocably submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State New York over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedsufficient service thereof. To the extent permitted by law, however, that if the Employee prevails on any dispute covered by this provision, then you and the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees waive any and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed all rights to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist a jury trial with respect to resolution any Employment Matter. This Agreement will be governed by and construed in accordance with the law of disputes between them, including with respect to the right to request a jury trial or other court proceedingState of New York.

Disputes. The parties hereby consent Notwithstanding Section 4 reserving the right to seek injunctive relief, this Section of this Agreement will be enforceable for the duration of Executive’s employment with Company, and agree that (i) all disputes between the parties, including those thereafter with respect to any such claims arising from or relating to the existence and validity Executive’s employment or cessation of employment with Company. THE PARTIES ACKNOWLEDGE THAT THEY MUST ARBITRATE ALL SUCH EMPLOYMENT-RELATED CLAIMS, AND THAT THEY MAY NOT FILE A LAWSUIT IN COURT, OTHER THAN FOR THE PURPOSES OF SEEKING INJUNCTIVE RELIEF UNDER SECTION 4. Any dispute or claim arising to or in any way related to this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and settled by binding arbitration in Denver, Colorado, but any dispute or controversy arising out of or interpreting this Agreement shall be settled in accordance with the Commonwealth laws of Virginia, before a panel the State of three arbitrators Colorado as if this Agreement were executed and administered by all actions were performed hereunder within the State of Colorado. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association (“AAA”) ). AAA shall designate an arbitrator from an approved list of arbitrators following both Parties’ review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration and except for Company’s obligations under its Employment Arbitration Rules the Securities Exchange Act of 1934, if any, the Parties agree to keep all such matters confidential. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and Mediation Proceduresin no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, provided, however, that this provision dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall not require arbitration be rendered within 60 days of submission of any claim whichor dispute, by law, cannot shall be in writing and mailed to all the subject of a compulsory arbitration agreement, (ii) notwithstanding Parties included in the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitration. The decision of the Severance Agreement or with respect to enforcement of any judgment arbitrator shall be binding upon the award rendered by the arbitrators, Parties and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators in accordance with that decision may be entered by in any court having jurisdiction thereof, (v) except as otherwise required . The only claims or disputes excluded from binding arbitration under this Agreement are the following: any claim by applicable law to render this Section 7 fully enforceable, each party shall be responsible Executive for workers’ compensation benefits or for benefits under a Company plan that provides its own costs arbitration procedure; and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered claim by this provision, then the Company shall reimburse the Employee either Party for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themequitable relief, including but not limited to, a temporary restraining order, preliminary injunction or permanent injunction against the other party. This agreement to submit all covered claims to binding arbitration in no way alters the exclusivity of Executive’s remedy in the event of any termination with respect to the right to request a jury trial or other court proceedingwithout Cause.

Disputes. The parties hereby consent and to this Agreement agree that (i) in the event there is a dispute or controversy between them that cannot be settled through direct discussions, it is in the best interests of all disputes for such dispute or controversy to be resolved in the shortest time and with the lowest cost of resolution as practicable. Consequently, any such dispute, controversy or claim between the partiesparties to this Agreement will not be litigated, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall but instead will be submitted to full and binding resolved by arbitration in accordance with Title 9 of the Commonwealth U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules the "Rules"), and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. The arbitration will be before one neutral arbitrator and will proceed under the Expedited Procedures of said Rules. The arbitration will be held in Dallas, (v) except Texas, or such other place as may be selected by mutual agreement. The arbitrator will have the discretion to order a prehearing exchange of information by the parties, and to set limits for both the scope and time period of such exchange. All issues regarding exchange requests will be decided by the arbitrator. Neither party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder, unless required to do so by court or regulatory order, without the prior written consent of both parties. Administrative fees and expenses of the arbitration itself will be borne by the parties equally unless otherwise required by applicable law to render this Section 7 fully enforceablelaw, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7a court of competent jurisdiction or the Rules; provided, howeverthat, in no event will Employee be required to pay in excess of $1,000 of such fees and expenses. The arbitrator will also be authorized to award to the prevailing party all or that if the Employee prevails on fraction of its reasonable costs and fees as is deemed equitable. Costs of a party's representation by counsel or preparation costs for hearing are not considered administrative fees and expenses for purposes hereof. This provision will not apply to any dispute covered injunctive relief sought by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following or any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into its affiliate under Section 2 or 3 of this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The In the event a dispute shall arise between the parties hereby consent and as to whether the provisions of this Agreement have been complied with (a “Dispute”), the parties agree that to resolve such Dispute in accordance with the following procedure: (ia) all disputes A meeting shall be held promptly between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration attended (in the Commonwealth case of Virginiathe Company) by one or more individuals with decision-making authority regarding the Dispute, before to attempt in good faith to negotiate a panel resolution of three arbitrators and administered by the Dispute. (b) If, within 10 days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, the parties agree to submit the Dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association except that Disputes with regard to the existence of a Disability shall be resolved in accordance with the definition of the term “Disability” above. (“AAA”c) under its Employment The parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the American Arbitration Association if they have been unable to agree upon such appointment within 10 days following the 10-day period referred to in clause (b) above. (d) Upon appointment of the mediator, the parties agree to participate in good faith in the mediation and negotiations relating thereto for 15 days. (e) If the parties are not successful in resolving the Dispute through mediation within such 15-day period, the parties agree that the Dispute shall be settled by arbitration in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. (f) The fees and Mediation Proceduresexpenses of the mediator/arbitrators shall be borne solely by the non-prevailing party or, providedin the event there is no clear prevailing party, however, that this provision shall not require arbitration of any claim which, by law, cannot be as the subject of a compulsory arbitration agreement, mediator/arbitrators deem appropriate. (iig) notwithstanding the foregoingExcept as provided above, each party irrevocably submits shall pay its own costs and expenses (including, without limitation, attorneys' fees) relating to any mediation/arbitration proceeding conducted under this Article VI. (h) All mediation/arbitration conferences and hearings will be held in the greater New York City area. (i) In the event there is any disputed question of law involved in any arbitration proceeding, such as the proper legal interpretation of any provision of this Agreement, the arbitrators shall make separate and distinct findings of all facts material to the jurisdiction disputed question of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 law to be decided and, on the basis of the Severance Agreement or with respect facts so found, express their conclusion of the question of law. The facts so found shall be conclusive and binding on the parties, but any legal conclusion reached by the arbitrators from such facts may be submitted by either party to enforcement a court of any judgment upon law for final determination by initiation of a civil action in the award rendered manner provided by law. Such action, to be valid, must be commenced within 20 days after receipt of the arbitrators' decision. If no such civil action is commenced within such 20-day period, the legal conclusion reached by the arbitrators shall be conclusive and binding on the parties. Any such civil action shall be submitted, heard and determined solely on the basis of the facts found by the arbitrators. Neither of the parties shall, or shall be entitled to, submit any additional or different facts for consideration by the court. In the event any civil action is commenced under this paragraph (i), the party who prevails or substantially prevails (as determined by the court) in such civil action shall be entitled to recover from the other party all costs, expenses and hereby waives reasonable attorneys' fees incurred by the defense of inconvenient forum to the maintenance of any prevailing party in connection with such action or proceedingand on appeal. (j) Except as limited by paragraph (i) above, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) parties agree that judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofof competent jurisdiction. In the event legal proceedings are commenced to enforce the rights awarded in an arbitration proceeding, the party who prevails or substantially prevails in such legal proceeding shall be entitled to recover from the other party all costs, expenses and reasonable attorneys' fees incurred by the prevailing party in connection with such legal proceeding and on appeal. (k) Except as provided above, (vi) except as otherwise required no legal action may be brought by applicable law to render this Section 7 fully enforceable, each either party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including any Dispute and (ii) all Disputes shall be determined only in accordance with respect to the right to request a jury trial or other court proceedingprocedures set forth above.

Disputes. The In the event a dispute shall arise between the parties hereby consent and as to whether the provisions of this Agreement have been complied with (a “Dispute”), the parties agree that to resolve such Dispute in accordance with the following procedure: (ia) all disputes A meeting shall be held promptly between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration attended (in the Commonwealth case of Virginiathe Company) by one or more individuals with decision-making authority regarding the Dispute, before to attempt in good faith to negotiate a panel resolution of three arbitrators and administered by the Dispute. (b) If, within 10 days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, the parties agree to submit the Dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association except that Disputes with regard to the existence of a Disability shall be resolved in accordance with the definition of the term “Disability” above. (“AAA”c) under its Employment The parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the American Arbitration Association if they have been unable to agree upon such appointment within 10 days following the 10-day period referred to in clause (b) above. (d) Upon appointment of the mediator, the parties agree to participate in good faith in the mediation and negotiations relating thereto for 15 days. (e) If the parties are not successful in resolving the Dispute through mediation within such 15-day period, the parties agree that the Dispute shall be settled by arbitration in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. (f) The fees and Mediation Proceduresexpenses of the mediator/arbitrators shall be borne solely by the non-prevailing party or, providedin the event there is no clear prevailing party, however, that this provision shall not require arbitration of any claim which, by law, cannot be as the subject of a compulsory arbitration agreement, mediator/arbitrators deem appropriate. (iig) notwithstanding the foregoingExcept as provided above, each party irrevocably submits shall pay its own costs and expenses (including, without limitation, attorneys' fees) relating to any mediation/arbitration proceeding conducted under this Article VI. (h) All mediation/arbitration conferences and hearings will be held in the greater London area. (i) In the event there is any disputed question of law involved in any arbitration proceeding, such as the proper legal interpretation of any provision of this Agreement, the arbitrators shall make separate and distinct findings of all facts material to the jurisdiction disputed question of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 law to be decided and, on the basis of the Severance Agreement or with respect facts so found, express their conclusion of the question of law. The facts so found shall be conclusive and binding on the parties, but any legal conclusion reached by the arbitrators from such facts may be submitted by either party to enforcement a court of any judgment upon law for final determination by initiation of a civil action in the award rendered manner provided by law. Such action, to be valid, must be commenced within 20 days after receipt of the arbitrators' decision. If no such civil action is commenced within such 20-day period, the legal conclusion reached by the arbitrators shall be conclusive and binding on the parties. Any such civil action shall be submitted, heard and determined solely on the basis of the facts found by the arbitrators. Neither of the parties shall, or shall be entitled to, submit any additional or different facts for consideration by the court. In the event any civil action is commenced under this paragraph (i), the party who prevails or substantially prevails (as determined by the court) in such civil action shall be entitled to recover from the other party all costs, expenses and hereby waives reasonable attorneys' fees incurred by the defense of inconvenient forum to the maintenance of any prevailing party in connection with such action or proceedingand on appeal. (j) Except as limited by paragraph (i) above, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) parties agree that judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofof competent jurisdiction. In the event legal proceedings are commenced to enforce the rights awarded in an arbitration proceeding, the party who prevails or substantially prevails in such legal proceeding shall be entitled to recover from the other party all costs, expenses and reasonable attorneys' fees incurred by the prevailing party in connection with such legal proceeding and on appeal. (k) Except as provided above, (vi) except as otherwise required no legal action may be brought by applicable law to render this Section 7 fully enforceable, each either party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including any Dispute and (ii) all Disputes shall be determined only in accordance with respect to the right to request a jury trial or other court proceedingprocedures set forth above.

Disputes. The parties hereby consent (a) Before any arbitration pursuant to Section 8.11(b), the Company, the Rights Agent and agree that the Holder Representative will negotiate in good faith for a period of thirty (i30) days to resolve any controversy or claim arising out of or relating to this Agreement or the breach thereof. (b) Any and all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter arising under this provision, Agreement (including but not limited to any claims brought by the Holder Representative on behalf of the Holders) shall be submitted to full settled by final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation ProceduresRules, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon except as modified herein. Judgment on the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. In any arbitration under this Section 8.11(b), the number of arbitrators will be one, and such arbitrator will be selected in accordance with the AAA’s Commercial Arbitration Rules. The place of the arbitration will be [●]. The arbitrator will be a lawyer or retired judge with experience in the biopharmaceutical industry and with mergers and acquisitions. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. In making determinations regarding the scope of exchange of electronic information, the arbitrator and the parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. The hearing shall not last longer than two days, with each hearing day lasting no longer than eight (v) except 8) hours. The arbitrator shall agree to these limits prior to accepting appointment. Except as otherwise may be required by applicable law law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the other parties (provided that the Holder Representative may disclose to render this Section 7 fully enforceablethe Holders any such information without the consent of the Company). The fees and expenses of the arbitration, each party shall be responsible for its own including the costs and expenses (including attorneys’ fees)of any arbitration pursuant billed by the arbitrator in connection with the performance of its duties described herein, will be paid by the non-prevailing party, as determined by the arbitrator, in proportion with the extent to this Section 7which the prevailing party prevails, and the remainder of such costs and expenses will be paid by the prevailing party; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 expenses of the Severance Agreementarbitration incurred by the Holder Representative shall be offset against any CVR Payment Amount, hereby waives if any. Each party will be responsible for its own attorney fees, expenses and costs of investigation provided, however, that any rights that might otherwise exist with respect to resolution of disputes between themsuch fees, including with respect to expenses and costs incurred by the right to request a jury trial or other court proceedingHolder Representative shall be offset against any CVR Payment Amount, if any.

Disputes. The parties hereby consent Disputes between Purchaser and agree that (i) all disputes between the parties, including those Seller relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, Post-Closing Statement that this provision shall not require arbitration of any claim which, by law, cannot be resolved by Purchaser and Seller within fifteen (15) Business Days after receipt by Purchaser of the subject of a compulsory arbitration agreementDispute Notice, (ii) notwithstanding the foregoingor such longer period as Seller and Purchaser shall mutually agree in writing, each party irrevocably submits may be submitted, by notice from Seller or Purchaser to the jurisdiction other, for resolution to KPMG LLP or any other nationally recognized independent accounting firm selected jointly by Purchaser and Seller (the “Independent Accounting Firm”). Each of any Commonwealth Purchaser and Seller shall submit to the Independent Accounting Firm (with a copy delivered to the other party hereto on the same day), within ten (10) Business Days after the date of Virginia State or Federal court engagement of the Independent Accounting Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions in any action or proceeding provided for under Section 1.7 disputed items. Each of Purchaser and Seller may (but shall not be required to) submit to the Independent Accounting Firm (with a copy delivered to the other party hereto on the same day), within forty-five (45) days after the date of the Severance Agreement or with respect engagement of the Independent Accounting Firm, a memorandum responding to enforcement of any judgment upon the award rendered initial memorandum submitted to the Independent Accounting Firm by the arbitratorsother party hereto. Unless requested by the Independent Accounting Firm in writing, no party hereto may present any additional information or arguments to the Independent Accounting Firm, either orally or in writing. During the review by the Independent Accounting Firm, Purchaser and Seller and their respective accountants will each make available to the Independent Accounting Firm such personnel, and hereby waives such information, books and records and work papers and otherwise cooperate in good faith with the defense of inconvenient forum to the maintenance of any such action or proceedingIndependent Accounting Firm, (iii) either party as may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered be reasonably required by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law Independent Accounting Firm to render fulfill its obligations under this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 71.04; provided, however, that if the Employee prevails on accountants of Seller or Purchaser shall not be obliged to make any dispute covered by this provision, then work papers available to the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andIndependent Accounting Firm, except as provided in Section 1.7 of accordance with such accountants’ normal disclosure procedures and then only after the Severance Agreement, hereby waives any rights that might otherwise exist with respect Independent Accounting Firm has signed a customary agreement relating to resolution of disputes between them, including with respect such access to the right work papers in form and substance reasonably acceptable to request a jury trial or other court proceedingsuch accountants.

Disputes. The parties hereby consent Notwithstanding Section 9 reserving the right to seek injunctive relief, the agreement under this section is made in accordance with X.X.Xx. §435.350 et seq. and the Parties acknowledge and agree that (i) all disputes between it shall be binding upon them. This section of this Agreement will be enforceable for the partiesduration of Executive’s employment with Company, including those and thereafter with respect to any such claims arising from or relating to Executive’s employment or cessation of employment with Company. THE PARTIES ACKNOWLEDGE THAT THEY MUST ARBITRATE ALL SUCH EMPLOYMENT-RELATED CLAIMS, AND THAT THEY MAY NOT FILE A LAWSUIT IN COURT, OTHER THAN FOR THE PURPOSES OF SEEKING INJUNCTIVE RELIEF UNDER SECTION 9. All disputes relating to or arising from this Agreement and/or Executive’s employment with the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Company shall be submitted to full resolved, upon written request by either party, by final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association in St. Louis, Missouri (“AAA”) under its Employment in accordance with the AAA Arbitration Rules and Mediation ProceduresProcedures as in effect at the time of the arbitration. The AAA arbitration fees shall be paid equally by the parties hereto. Arbitration hereunder shall take place before one AAA arbitrator mutually agreed upon by the parties within 30 days of the written request for arbitration. If the parties are unable or fail to agree upon the arbitrator within such time, providedthe parties shall submit a request at the end of such period to AAA to select the arbitrator within 15 days thereafter. The arbitration and determination rendered by the AAA arbitrator shall be final and binding on the parties and judgment may be entered upon such determination in any court having jurisdiction thereof (and such judgment enforced, howeverif necessary, through judicial proceedings). It is understood and agreed that the arbitrator shall be specifically empowered to designate and award any remedy available at law or in equity, including specific performance. The arbitrator may award costs and expenses of the arbitration proceeding (including, without limitation, reasonable attorneys’ fees) to the prevailing party. In the event that any court determines that this provision shall arbitration procedure is not require arbitration of binding, or otherwise allows any claim whichlitigation regarding a dispute, claim, or controversy covered by lawthis Agreement to proceed, cannot be the subject of parties hereto hereby waive any and all right to a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court trial by jury in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedinglitigation.

Disputes. The (a) Subject to Section 23(b) below, if a dispute arises under this Agreement arising out of, related to or in connection with, the payment of amounts provided hereunder to be paid by the Company to Employee, the timing of such payments or their calculation or, questions regarding the breach of the terms hereof or the issue of arbitrability (a “Dispute”), and the dispute cannot be settled through direct discussions by the parties hereby consent within a reasonable amount of time, the Company and Employee agree that (i) all such disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted referred to full and finally resolved by, binding arbitration in accordance with the Commonwealth provisions of Virginia, before a panel Exhibit D hereto. The Company will pay the actual fees and expenses of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense parties shall bear equally all other expenses of inconvenient forum such arbitration, unless the arbitrators determine that a different allocation would be more equitable. The award of the arbitrators will be the exclusive remedy of the parties for such disputes. (b) Section 23(a) to the maintenance of any such action or proceedingcontrary notwithstanding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, it is expressly agreed that if based upon events which take place after, by, on account of, or in connection with, a Change in Control (as defined herein) it becomes necessary in Employee’s judgment for him to xxx the Employee prevails on any dispute covered by Company in order to collect amounts to be paid to him under this provisionAgreement or otherwise enforce his rights under this Agreement, then the Company shall reimburse the Employee for the will be obligated to pay both its own and Employee’s reasonable attorneys’ legal fees and legal expensesin such litigation, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 including the obligation of the Severance Agreement, hereby waives Company to pay Employee’s legal fees within thirty days of receiving invoices therefor from Employee. (c) Jurisdiction and venue of any rights that might otherwise exist with respect action relating to resolution of disputes between them, including with respect this Agreement or Employee’s employment by the Company (subject to the right to request a jury trial or other court proceedingprovisions of Section 23(a) hereof), shall be in the state courts of Houston, Xxxxxx County, Texas.

Disputes. The parties hereby consent and agree that (i) all Any disputes between the parties, including those relating to the existence and validity Parties arising out of this Release Agreement and or any dispute as to the arbitrability of a matter under this provision, Quote shall be submitted resolved as follows: Members of the senior management of both Parties shall meet to full and binding arbitration in the Commonwealth of Virginia, before attempt to resolve such disputes. If a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, dispute cannot be the subject of resolved within thirty (30) days, either Party may make a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided written demand for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than mediation. Within thirty (30) days following after such written notification, the Parties shall meet for one day with an impartial mediator. The costs and expenses of the mediator shall be shared equally by the Parties. If the dispute is not resolved by mediation, the dispute shall be settled by binding arbitration conducted in accordance with the JAMS procedures pursuant to its Streamlined Arbitration Rules and Procedure, by a single arbitrator, in Boston, Massachusetts. The arbitrator shall be selected as provided in the Streamlined Arbitration Rules and Procedure. Unless provided otherwise herein, the arbitrator may not award non-monetary or equitable relief of any final resolution sort. The arbitrator shall have no power to award damages inconsistent with this Agreement. No discovery shall be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of such disputesubstantial need by the Party seeking discovery. All aspects of the arbitration shall be treated as confidential. Neither the Parties nor the arbitrator may disclose the existence, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andcontent or results of the arbitration, except as provided in Section 1.7 necessary to comply with legal or regulatory requirements. Before making any such disclosure, a Party shall give written notice to all other Parties and shall afford such Parties a reasonable opportunity to protect their interests. The result of the Severance Agreementarbitration shall bind the Parties, hereby waives and judgment on the arbitrator’s award may be entered in any rights court having jurisdiction. Each Party shall bear its own costs of the arbitration. The fees and expenses of the arbitrator shall be shared equally by the Parties. The parties agree that might otherwise exist with respect a party need not invoke the procedures set forth in this Section 10.4 in order to resolution of disputes between them, including with respect seek injunctive relief pursuant to the right to request a jury trial or other court proceedingSection 4.3.

Disputes. (a) The parties hereby consent and agree that party delivering an officer's certificate pursuant to Section 4(b) or (ic) all disputes between (the parties, including those relating "Delivering Party") shall deliver to the existence and validity other party (the "Receiving Party") a copy of this Release Agreement and any dispute as each officer's certificate simultaneously with its delivery to the arbitrability Escrow Agent. If the Receiving Party objects to the officer's certificate, the Receiving Party shall notify (a "Notice of Dispute") the Delivering Party and the Escrow Agent in writing before the fifth business day after receipt of such officer's certificate by the Escrow Agent. If the Receiving Party fails to deliver a matter under this provisionNotice of Dispute to the Delivering Party and the Escrow Agent before such fifth business day, the direction set forth in such officer's certificate shall be submitted to full conclusive and binding arbitration in on the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsReceiving Party, and hereby waives the defense Escrow Agent shall take the action as directed in such officer's certificate. (b) If the Delivering Party and the Escrow Agent receive a Notice of inconvenient forum to the maintenance of any Dispute before such action or proceedingfifth business day, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules Buyer and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse negotiate in good faith and use all reasonable efforts to agree upon their rights with respect thereto. If Buyer and Seller shall so agree, a certificate setting forth such agreement shall be furnished to the Employee for Escrow Agent. The Escrow Agent shall be entitled to rely upon any such certificate and shall act in accordance with the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution terms of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except certificate as provided in Section 1.7 4(a) hereof. (c) If, after receipt of a duly delivered Notice of Dispute, Buyer and the Company are not able to resolve the dispute through agreement, then the Escrow Agent shall not take any action in respect of the Severance Agreementofficer's certificate until such dispute is resolved. In the event such dispute is resolved pursuant to judicial process, hereby waives any rights then upon receipt of an officer's certificate from Buyer or the Company stating that might otherwise exist such dispute has been finally resolved and attaching thereto a final and non-appealable judgment of a court of competent jurisdiction resolving such dispute, the Escrow Agent shall take action in accordance with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingsuch judgment.

Disputes. The parties hereby consent and to this Agreement agree that (i) in the event there is a dispute or controversy between them that cannot be settled through direct discussions, it is in the best interests of all disputes for such dispute or controversy to be resolved in the shortest time and with the lowest cost of resolution as practicable. Consequently, any such dispute, controversy or claim between the partiesparties to this Agreement will not be litigated, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall but instead will be submitted to full and binding resolved by arbitration in accordance with Title 9 of the Commonwealth U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAARules”) under its Employment Arbitration Rules ), and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. The arbitration will be before one neutral arbitrator and will proceed under the Expedited Procedures of said Rules. The arbitration will be held in Dallas, (v) except Texas, or such other place as may be selected by mutual agreement. The arbitrator will have the discretion to order a prehearing exchange of information by the parties, and to set limits for both the scope and time period of such exchange. All issues regarding exchange requests will be decided by the arbitrator. Neither party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder, unless required to do so by court or regulatory order, without the prior written consent of both parties. Administrative fees and expenses of the arbitration itself will be borne by the parties equally unless otherwise required by applicable law to render this Section 7 fully enforceablelaw, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7a court of competent jurisdiction or the Rules; provided, howeverthat, in no event will Employee be required to pay in excess of $1,000 of such fees and expenses. The arbitrator will also be authorized to award to the prevailing party all or that if the Employee prevails on fraction of its reasonable costs and fees as is deemed equitable. Costs of a party’s representation by counsel or preparation costs for hearing are not considered administrative fees and expenses for purposes hereof. This provision will not apply to any dispute covered injunctive relief sought by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following or any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into its affiliate under Section 2 or 3 of this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent and agree that If ETP disagrees with the calculation of the Post-Closing Adjustment Amount, it shall notify CCE of such disagreement in writing within thirty (i30) all disputes between days after its receipt of the parties, including those relating last item to be received by ETP pursuant to the existence and validity first sentence of this Release Agreement and any dispute as to Section 2.4(a), which notice shall set forth in detail the arbitrability particulars of such disagreement. In the event that ETP does not provide such a matter under this provisionnotice of disagreement within such thirty (30) day period, ETP shall be submitted deemed to full have accepted the Closing Balance Sheet and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 calculation of the Severance Agreement Post-Closing Adjustment Amount (and each element of such calculation) delivered by CCE, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by ETP, then ETP and CCE shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to enforcement the calculation of the Post-Closing Adjustment Amount (or any judgment element thereof). If, at the end of such period, they are unable to resolve such disagreements, then, upon the award rendered by written request of either party, an independent accounting firm (not providing services to ETP or CCE) acceptable to ETP and CCE (the arbitrators, and hereby waives “Auditor”) shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (but in any event within sixty (60) days) following the defense of inconvenient forum date on which such dispute is referred to the maintenance of any such action or proceedingAuditor, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Proceduresbased solely on written submissions, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party which shall be responsible for its own costs forwarded by ETP and expenses (including attorneys’ fees)of any arbitration pursuant CCE to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than Auditor within thirty (30) days following any final resolution of such disputethe Auditor’s selection, and (vi) each party has knowingly and voluntarily agreed to enter into whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist 2.4 with respect to resolution any items identified as disputed in the notice of disputes between themdisagreement and not previously resolved by ETP and CCE, and if not, whether and to what extent (if any) the Post-Closing Adjustment Amount (or any element thereof) requires adjustment. Each party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of the Closing Balance Sheet and the Post-Closing Adjustment Amount. The parties shall share the costs, expenses and fees of the Auditor in inverse proportion to the extent to which their respective positions are sustained (e.g., if CCE’s position is one hundred percent (100%) sustained, it shall bear none of such costs, expenses, and fees of the Auditor). The determination of the Auditor shall be final, conclusive and binding on the parties. The Auditor’s determination of the amount of the Post-Closing Adjustment Amount shall then be deemed to be the Post-Closing Adjustment Amount for purposes of this Section 2.4. The date on which such items are accepted or finally determined in accordance with this Section 2.4 is referred as to the “Determination Date.” As used in this Agreement, the term “commercially reasonable efforts” shall not include efforts which require the performing party (i) to do any act that is unreasonable under the circumstances, (ii) to make any capital contribution not expressly contemplated hereunder, (iii) to amend or waive any rights under this Agreement, or (iv) to incur or expend any funds other than reasonable out-of-pocket expenses incurred in satisfying its obligations hereunder, including with respect to the right to request a jury trial or reasonable fees, expenses and disbursements of accountants, counsel and other court proceedingprofessionals.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesAny controversy, including those claim or dispute arising out of or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall be submitted to full and settled by binding arbitration in [CITY/STATE]. Such arbitration shall be conducted in accordance with the Commonwealth then prevailing commercial arbitration rules of Virginia[NAME OF ARBITRATOR], before a panel with the following exceptions if in conflict: (a) one arbitrator shall be chosen by [ARBITRATOR]; (b) each party to the arbitration will pay its pro rata share of three arbitrators the expenses and administered fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the American Arbitration Association arbitrator; and (“AAA”c) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration may proceed in the absence of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, party if written notice (ii) notwithstanding the foregoing, each party irrevocably submits pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Arbitrator’s rules and regulations) of the Severance Agreement or with respect proceeding has been given to enforcement of any judgment upon the award such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrators, arbitrator shall be final and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules conclusive and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofthereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party claims or disputes shall be responsible for its own costs and expenses (including attorneys’ fees)of settled in this manner in lieu of any arbitration pursuant to this Section 7; providedaction at law or equity, provided however, that if the Employee prevails on any dispute covered by nothing in this provision, then the Company subsection shall reimburse the Employee be construed as precluding brining an action for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to injunctive relief or other equitable relief. The arbitrator shall not have the right to request a jury trial award punitive damages or other court proceeding.speculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO

Disputes. The Notwithstanding the provisions of Section 4 of this Agreement, in the event a dispute arises with regard to the escrow created by this Agreement, the following provisions shall apply: (a) If Escrow Agent shall receive a written notice from Buyer or Seller stating that a disagreement or dispute has arisen between the parties hereby consent or any other persons resulting in adverse claims and agree that demands being made from the Escrow Shares (any such event being hereinafter referred to as a "Dispute"), whether or not litigation has been instituted, then in any such event, Escrow Agent shall continue to hold the Escrow Shares until Escrow Agent receives either: (i) a written notice signed by Buyer and Seller, directing the delivery of the Escrow Shares in accordance with this Agreement; or (ii) a final non- appealable order of a court of competent jurisdiction, entered in an action, suit or proceeding in which Buyer and Seller are parties, directing the delivery of the Escrow Shares. In either of such events, Escrow Agent shall then deliver the Escrow Property in accordance with such direction. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims and demands in the event of a Dispute unless and until it has received such direction. Upon compliance with such direction, Escrow Agent shall be released of and from all disputes liability hereunder. (b) Notwithstanding the foregoing, Escrow Agent shall have the following rights in the circumstances described in Section 6(a) hereof: (i) If Escrow Agent shall have received a notice signed by Buyer or Seller advising that litigation between the parties over entitlement to the Escrow Shares has been commenced by any person, Escrow Agent may, on notice to the parties, including those relating to deposit the existence and validity Escrow Property with the clerk of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration court in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, which such litigation is pending; or (ii) notwithstanding Escrow Agent may, on notice to Buyer and Seller, take such affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, but not limited to, the foregoingdeposit of the Escrow Property with a court of competent jurisdiction and the commencement of an appropriate action, each party irrevocably submits to the jurisdiction costs of which shall be borne by the parties hereto save and except Escrow Agent. Upon the taking by Escrow Agent of the action described in clause (i) or clause (ii) of this Section, Escrow Agent shall be released of and from all liability hereunder except for gross negligence or willful misconduct. (c) Except for Escrow Agent's gross negligence or willful misconduct, Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any Commonwealth instrument deposited with it, or any notice or demand given to it or for the form of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance execution of any such action instrument, notice or proceedingdemand or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act. (iiid) either Escrow Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not incur any liability: (i) in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party may elect in accordance with the provisions hereof has been duly authorized to invoke do so; or (ii) in otherwise acting or failing to act under this Agreement except in the Optional Rules for Emergency Measures case of Protection provided under Escrow Agent's gross negligence or willful misconduct. (e) The terms and provisions of this Agreement shall create no right in any person, firm or corporation other than the AAA’s Employment Arbitration Rules parties and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each their respective successors and assigns and no third party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to have the right to request enforce or benefit from the terms hereof. (f) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by the other parties hereto and a jury trial copy thereof has been received by Escrow Agent. (g) Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Agreement. (h) The parties hereto further agree to equally indemnify Escrow Agent from and against any and all losses, claims, damages or other court proceedingliabilities and expenses, including reasonable attorneys fees which may be asserted against it or to which it may be exposed or may incur by reason of its performance hereunder, except when such performance was grossly or willfully negligent.

Disputes. The parties hereby consent Except as otherwise provided in this Agreement, any dispute concerning a question of fact or law arising under or related to this Agreement which is not disposed of by agreement at the PARTIES’ designee level shall be initially decided by the AUTHORITY, who shall reduce its decision to writing and agree that (i) all disputes between the parties, including those relating mail or otherwise furnish a copy thereof to the existence UTILITY OWNER. The decision of the AUTHORITY shall be final and validity conclusive unless, on or before the 90th day from the date of receipt of such copy, the UTILITY OWNER mails or otherwise furnishes a written appeal addressed to the AUTHORITY. The decision of the AUTHORITY or its duly authorized representative on such appeal shall be final and conclusive as to questions of fact unless subsequently determined to have been fraudulent, capricious, arbitrary, so grossly erroneous as to necessarily imply bad faith, or not supported by substantial evidence. The decision of the AUTHORITY or its duly authorized representative shall not be final and conclusive as to questions of law. No action challenging such decision shall be brought more than one (1) year from the date of the UTILITY OWNER’s receipt of such decision. In connection with any appeal of the AUTHORITY's decision, the UTILITY OWNER shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. At all times during the course of the dispute resolution process, the UTILITY OWNER shall continue with the Work as directed, in a diligent manner, and without delay; shall conform to any of the AUTHORITY's responses, decisions, or orders; and shall be governed by all applicable provisions of the Agreement. Records of the Work shall be kept in sufficient detail to enable payment in accordance with applicable provisions in this Release Agreement irrespective of the ultimate outcome of any dispute. If it is determined, on appeal, that the AUTHORITY's interpretation of the Agreement, direction to the UTILITY OWNER, or any other action required by the AUTHORITY's decision was an erroneous determination of the rights and obligations of the PARTIES under the Agreement, the UTILITY OWNER’S claim and any award by resolver of the dispute as shall be limited to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered incremental costs incurred by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including UTILITY OWNER with respect to the right to request a jury trial or disputed matter (crediting the AUTHORITY for any corresponding reduction in the UTILITY OWNER’s other court proceedingcosts) and shall in no event exceed the amounts allowed hereunder with respect thereto.

Disputes. The parties hereby consent and agree that (i) all disputes Any dispute between the parties, including those relating to the existence and validity of this Release Agreement and any dispute Parties as to the arbitrability monetary amount of a matter under any such revenues or expenses addressed in this provision, Article 4 (the “Disputed Amounts”) shall be submitted to full and resolved by binding arbitration conducted by an Expert mutually approved by CWI and WPPI, provided that, in the Commonwealth of Virginiaevent that the Parties are unable to agree upon an Expert within twenty (20) days after either Party has submitted the Disputed Amounts to binding arbitration, before a panel of three arbitrators and administered the Expert shall be appointed by JAMS within two (2) business days thereafter. Any arbitration shall be conducted pursuant to the American Arbitration Association (“AAA”) under its Employment JAMS’ Comprehensive Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be Procedures (the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7“Rules”); provided, howeverthat no discovery shall be permitted other than pursuant to Rule 17(a) of the Rules. Each Party shall promptly, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, in no event later than thirty seven (307) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 appointment of the Severance AgreementExpert, hereby waives any rights that might otherwise exist with respect submit to resolution of disputes between them, including the Expert their respective positions with respect to the right to request a jury trial Disputed Amounts, including their specific valuations or other court proceeding.proposed amounts in connection therewith. The Expert shall be instructed by the Parties to use its best efforts to make a reasoned final written determination within seven (7) days after the Parties submit in writing (or have had the opportunity to submit in writing but have not submitted) their positions as to the Disputed Amounts, final and binding on the Parties, of the Disputed Amounts presented to it. The Expert shall rely solely on such written submissions by the Parties with respect to the matters at issue and shall not undertake an independent investigation, but may make inquiries of the Parties. In rendering its decision and any award with respect to any item, the Expert shall be permitted to choose only between the respective amounts or other position set forth by CWI or WPPI, and shall not be permitted to render a decision that does not conform in all respects with either CWI’s or WPPI’s respective

Disputes. The parties hereby consent and agree that (ia) all disputes between the parties, including those relating If prior to the existence and validity Closing any dispute arises out of this Release Agreement and any transaction, the dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered governed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, providedprovisions of the Tarion warranty. Provided, however, if such dispute is not subject to the dispute resolution provisions of Tarion, or in respect of which Xxxxxx declines to be involved, the Vendor shall have the option, in its Discretion, to terminate this Agreement, in which event the Vendor shall pay to the Purchaser the total of all sums paid by the Purchaser pursuant to this Agreement, including all deposits and amounts paid on account of extras and upgrades, without interest. The said option may be exercised by the Vendor by giving notice to the Purchaser at any time prior to the Closing Date, if the Vendor determines, in its Discretion, that the Tarion warranty is inapplicable; and (b) Except for matters governed by Xxxxxx, the Purchaser agrees that any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) that the Purchaser may have against the Vendor, its agents, employees, principals, successors, assigns, affiliates arising from or relating to this provision Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), the Purchaser’s purchase or use of the Property and/or the Dwelling or related purchase or the subdivision services (any of the foregoing being a “Claim”) shall be resolved exclusively and finally by binding arbitration pursuant to the Arbitration Act, 1991 (Ontario), as amended or replaced from time to time. Such arbitration shall be the exclusive forum for the resolution of any Claim by the Purchaser against the Vendor, and the Purchaser hereby agrees that it will not bring or participate in a Claim in any court whether directly, indirectly, by counterclaim or otherwise. The findings of the arbitrator and the proceedings of the arbitration shall be held in the strictest confidence and the Purchaser may not, directly or indirectly, disclose or permit anyone else to disclose same. In addition, the Purchaser shall not require arbitration be entitled to join or consolidate claims by other Purchasers, or arbitrate a claim as a representative of a class proceeding or participate as a member of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or class proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingclaim.

Disputes. The parties hereby consent If the Company or Executive shall dispute any termination of Executive’s employment hereunder or if a dispute concerning any payment hereunder shall exist: (a) either party shall have the right (but not the obligation), in addition to all other rights and agree remedies provided by law, to compel binding, enforceable and non-appealable arbitration of the dispute in Xxxxxx County, New Jersey under the rules of the American Arbitration Association by giving written notice of arbitration to the other party within thirty (30) days after notice of such dispute has been received by the party to whom notice has been given; and (b) if such dispute (whether or not submitted to arbitration pursuant to Section 12(a) hereof) results in a determination that (i) all disputes between the parties, including those relating Company did not have the right to terminate Executive’s employment under the existence and validity provisions of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, or (ii) notwithstanding the foregoingposition taken by Executive concerning payments to Executive is correct, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State Company shall promptly pay, or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered if theretofore paid by the arbitratorsExecutive, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceedingshall promptly reimburse Executive for, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own all costs and expenses (including attorneys’ fees)of any fees) reasonably incurred by Executive in connection with such dispute. In the event that such dispute (whether or not submitted to arbitration pursuant to this Section 7; provided, however, 12(a) hereof) results in a determination that if the Employee prevails on any dispute covered by this provision, then (i) the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to did have the right to request a jury trial terminate Executive’s employment under the provisions of this Agreement or other court proceeding(ii) the position taken by the Company concerning payments to Executive is correct, Executive shall promptly pay, or if theretofore paid by the Company, shall promptly reimburse the Company for, all costs and expenses (including attorneys’ fees) reasonably incurred by the Company in connection with such dispute.

Disputes. The parties hereby consent and agree that (i) all Any disputes between the parties, including those relating parties to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding settled by arbitration in New York, New York under the Commonwealth auspices of Virginiathe American Arbitration Association, before a panel of three arbitrators and administered (3) arbitrators, in accordance with the National Rules for the Resolution of Employment Disputes promulgated by the American Arbitration Association Association. Each party shall select an arbitrator and the two (“AAA”2) under its Employment Arbitration Rules arbitrators shall select a third and Mediation Procedures, provided, however, that this provision these three arbitrators shall not require form the panel. The decision in such arbitration of any claim which, by law, cannot shall be final and conclusive on the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any parties and judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators decision may be entered by into in any court having jurisdiction thereof. Costs of the arbitration or litigation, (v) except as otherwise required by applicable law to render this Section 7 fully enforceableincluding, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedwithout limitation, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expensesexpenses of both parties, no later than thirty (30) days following any final resolution shall be borne by Employer if you prevail on at least one of such disputethe issues that is the subject of the arbitration. If you do not so prevail, you and Employer shall equally share costs of the arbitration or litigation and your attorneys’ fees, and (vi) each party has knowingly the Employer shall bear its own attorneys’ fees and voluntarily agreed to enter into this arbitration clause and, except expenses. In any case the Employer shall bear all your reasonable attorneys’ fees and expenses upfront. Nothing herein shall prevent Employer from seeking equitable relief in court as provided for in Section 1.7 Paragraph 7(i) or shall prevent either party from seeking equitable relief in court in aid of arbitration under applicable law. After this Agreement has been executed by Employer and a fully executed copy returned to you via email / pdf or fax, it shall constitute a binding agreement between us. Very truly yours, Anavex Life Sciences Corporation June 27th, 2013 Name: Txx Xxxxxxxxx Title: Director ACCEPTED AND AGREED: Cxxxxxxxxxx Xxxxxxxx, PhD July 5th, 2013 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made on July 5th, 2013, by and between Anavex Life Sciences Corporation, a Nevada corporation (the “Company”), and Cxxxxxxxxxx Xxxxxxxx, PhD (the “Indemnitee”). In consideration of the Severance AgreementIndemnitee’s past and future services to or on behalf of the Company and to benefit the Company, the Company and the Indemnitee hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.agree as follows:

Disputes. The parties hereby consent Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and agree that Executive (i) all disputes between each a “Party,” and jointly, the parties“Parties”), including those relating to the existence and validity any dispute, claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe Judicial Arbitration and Mediation Services, before Inc. (“JAMS”). The arbitration will be held in Chicago, Illinois unless the Parties mutually agree otherwise. Nothing contained in this Paragraph 13 will be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The (A) In the event of a dispute arising between Xxxxx and Seller, which is not disposed of by agreement, Seller shall request a final written decision from Xxxxx's Procurement Manager. If the parties hereby consent and can’t agree on a dispute resolution process or otherwise resolve a dispute, with the exception of third party claims regarding aircraft and/or accidents that (i) are in litigation, the parties agree to be bound by binding arbitration of all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute described as to the arbitrability of a matter under this provision, follows: (a) All disputes arising from or in connection with these Terms shall be submitted to full and binding arbitration pursuant to the applicable Law and Venue clause hereof by three independent arbitrators in accordance with the Commonwealth commercial arbitration rules of Virginiathe American Arbitration Association; (b) Either Party may demand such arbitration in writing, before which demand shall include the name of the arbitrator appointed by the Party demanding the arbitration and a panel statement of three the matter in controversy; (c) Within ten days after such demand, the other Party shall name its arbitrator, and the two arbitrators and administered so named shall select a third arbitrator within ten days or, in lieu of an agreement on the third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, Association. If a second arbitrator is not selected within the time provided, howeverthe first arbitrator shall serve as sole arbitrator; (d) The arbitrators shall have the power to determine the procedure to be followed, that this provision whether discovery is to be allowed and to what extent, and to establish a schedule for resolving the controversy, but they shall not require arbitration have no power to alter, change, amend, modify, or subtract from, any of the provisions of these Terms or to award any claim which, by law, cannot punitive or exemplary damages; (e) The decision of a majority of the arbitrators shall be the subject decision of the arbitrators; (f) All decisions shall be in writing; and (g) The parties agree that the provisions hereof shall be a compulsory arbitration agreementcomplete defense to any suit, (ii) notwithstanding the foregoingaction, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court proceeding instituted in any action federal, state, or proceeding provided for under Section 1.7 of the Severance Agreement local court or before any administrative tribunal with respect to enforcement any controversy or dispute arising out of these Terms, that judgment may be rendered in any judgment upon the court of competent jurisdiction on any award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered made by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputethese Terms, and (vi) each party has knowingly and voluntarily agreed to enter into this that the arbitration clause and, except as provided in Section 1.7 provisions hereof shall survive the termination of the Severance Agreement, hereby waives an Order for any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingreason.

Disputes. The parties hereby consent Each Buyer shall inform Seller and agree that (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered other Buyer by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration written notice of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or objection that it may have with respect to enforcement any billing statement (including any credits applicable thereto) within ten (10) days following such Buyer's receipt of such statement, identifying in such notice the amount of the stated charges which it questions or challenges (the "Challenged Amount"). Failure by a Buyer to notify Seller of a dispute with respect to any judgment upon particular billing statement within the award rendered by time period set forth in the arbitrators, and hereby waives the defense first sentence of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party 3.3 shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if constitute acceptance by such Buyer of Seller's determination of the Employee prevails on any dispute payment amount due in respect of the Product or Deemed Delivered Product covered by this provision, then such statement. Each Buyer shall pay the Company shall reimburse total undisputed amount of each billing statement rendered to such Buyer within the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) day time period specified for payments in Section 3.2.1(a) and, for so long as Seller is subject to the Financing Documents, shall deposit any Challenged Amount in an interest-bearing escrow account to be maintained by a security trustee designated by the Lender. Upon resolution of the dispute, the Challenged Amount, with a proportionate share of accrued interest thereon, shall be distributed to the Party or Parties found to be entitled thereto. The Parties shall work in good faith to resolve any dispute concerning a Challenged Amount, and if they are unable to resolve such dispute within sixty (60) days following any final resolution delivery of such disputea Buyer's written objections to Seller, and (vi) each party has knowingly and voluntarily agreed to enter into this either Party may initiate arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution such dispute in accordance with Article 10. If there is no dispute by Seller with respect to any particular Challenged Amount, Seller shall credit the appropriate Buyer for all payments, if any, received in respect of disputes between them, including such Challenged Amount and shall reduce the amount owing from such Buyer with respect to the right to request a jury trial billing statement in dispute by such Challenged Amount. No billing dispute between Seller and either Buyer, or other court proceedingbetween Buyers, shall relieve either Buyer or both Buyers, as applicable, of any of its or their obligations, as the case may be, hereunder.

Disputes. The parties hereby consent and agree In the event any Party has a dispute, or asserts a claim, that arises out of or in connection with this Agreement or its performance (ia “Dispute”), such Party shall provide the other Parties with written notice of the Dispute (“Notice of Dispute”). Such Dispute shall be referred to a designated senior representative of each Party for resolution on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other Parties. In the event the designated representatives are unable to resolve the Dispute through unassisted or assisted negotiations within thirty (30) all disputes between Calendar Days of the partiesother Parties’ receipt of the Notice of Dispute, including those relating to such Dispute may, upon mutual agreement of the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionParties, shall be submitted to full arbitration and binding resolved in accordance with the arbitration procedures set forth below. In the event the Parties do not agree to submit such Dispute to arbitration, each Party may exercise whatever rights and remedies it may have in equity or at law consistent with the terms of this Agreement. External Arbitration Procedures. Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) Calendar Days of the submission of the Dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. In each case, the arbitrator(s) shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAAArbitration Rules”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State applicable FERC regulations or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7RTO rules; provided, however, that if in the Employee prevails on any dispute covered by event of a conflict between the Arbitration Rules and the terms of this provisionArticle Article 21., then the Company terms of this Article Article 21. shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingprevail.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those Any claim or controversy arising out of or relating to this Agreement, or any breach thereof, or otherwise arising out of or relating to Executive's employment, compensation and benefits with the existence and validity of this Release Agreement and any dispute as to Company or the arbitrability of a matter under this provisiontermination thereof, shall be submitted to full and binding settled by arbitration in New York, New York in accordance with the Commonwealth Voluntary Labor Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“"AAA”) under its Employment Arbitration Rules "), or if the AAA refuses to accept and Mediation Proceduresprocess any such dispute for arbitration, provided, however, that this provision shall not require arbitration then the rules of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered procedure established by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules Center for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7Public Resources; provided, however, that if the Employee prevails on any dispute covered by parties agree that (A) the panel of arbitrators shall be prohibited from disregarding, adding to or modifying the terms of this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andAgreement, except as provided required by law; (B) the panel of arbitrators shall be required to follow established principles of substantive law and the law governing burdens of proof; (C) only legally protected rights may be enforced in Section 1.7 arbitration; (D) the panel of arbitrators shall be without authority to award punitive or exemplary damages; (E) the chairperson of the Severance Agreementarbitration panel shall be an attorney licensed to practice law in New York who has experience in similar matters; (F) the panel of arbitrators shall consist solely of arbitrators from the securities or investment management industry; and (G) any demand for arbitration made by Executive or the Company, hereby waives must be filed and served, if at all, within one hundred and eighty (180) days of the occurrence of the act or omission complained of. Any claim or controversy not submitted to arbitration in accordance with this Section 17 shall be considered waived, and, thereafter, no arbitration panel or tribunal or court shall have the power to rule or make any rights award on any such claim or controversy. The award rendered in any arbitration proceeding held under this Section 17 shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that might otherwise exist the judgment conforms to established principles of law and is supported by substantial record evidence. Notwithstanding the foregoing, either the Company or Executive may elect not to have this Section 17 apply with respect to resolution matters arising from the provisions of disputes between themSections 5 through 9, including with respect in which case such matters shall be subject to the right to request a jury trial or other court proceedingenforcement provisions of Section 10 hereof.

Disputes. The parties hereby consent (a) All disputes between Executive and agree that the Company relating in any manner whatsoever to Executive’s employment or the termination of Executive’s employment will be resolved by final and binding arbitration to the fullest extent authorized by the Federal Arbitration Act, 9 U.S.C. Title 9. This agreement to arbitrate applies, without limitation, to disputes regarding trade secrets, unfair competition, compensation, termination, discrimination, or harassment and claims arising under the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Family Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, and other federal, state, or local laws, statutes, or regulations, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (but excludes workers compensation, state disability insurance and unemployment insurance claims). (b) Nothing in this Agreement will be deemed to preclude Executive from: (i) all disputes between bringing an administrative claim before any agency in order to fulfill Executive’s obligation to exhaust administrative remedies before making a claim in arbitration; or (ii) private attorney general representative actions. Executive, however, may seek only in arbitration individual remedies for himself under any applicable private attorney general representative action statute, and the parties, including those relating to arbitrator will decide whether Executive is an aggrieved person under any private attorney general statute. (c) The arbitration will be conducted in accordance with the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its then existing JAMS Employment Arbitration Rules and Mediation & Procedures, providedas amended (“JAMS Employment Rules”). All arbitration proceedings will be conducted at the JAMS office located nearest to the place where Executive last worked for the Company, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, unless each party irrevocably submits agrees in writing otherwise. (d) All disputes or claims subject to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitration will be decided by a single arbitrator. The arbitrator will be selected by mutual agreement of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than parties within thirty (30) days following any final resolution of the effective date of the notice initiating the arbitration. If the Parties cannot agree on an arbitrator, then the complaining party will notify JAMS and request selection of an arbitrator in accordance with the JAMS Employment Rules. The arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. The arbitrator will have only such disputeauthority to award equitable relief, damages, costs, and (vifees as a court would have for the particular claim(s) each party has knowingly asserted and voluntarily agreed to enter into any action of the arbitrator in contravention of this arbitration clause andlimitation may be the subject of court appeal by the aggrieved party. All aspects of the arbitrator’s ruling will be final, except as provided in Section 1.7 that the parties presently agree to the JAMS Optional Appeal Procedures, that those procedures are applicable to the arbitration and the arbitrator’s ruling, and that the parties will execute all applicable documents required to make the JAMS Optional Appeal Procedures effective. The arbitrator will determine the allocation of the Severance fees and costs of JAMS and the arbitrator between the parties. (e) Notwithstanding the foregoing, if Executive breaches or threatens to breach his obligations under the Non-Competition, Confidentiality and Intellectual Property Agreement, hereby pending arbitration under this Section, the Company is entitled to seek temporary and preliminary injunctive relief before a Court without the need to post a bond. (f) Executive and the Company each consents to jurisdiction in the United States District Court for the District of Delaware, or if that court is unable to exercise jurisdiction for any reason, the state courts of Delaware sitting in New Castle County to compel arbitration under this Agreement, to enforce any award issued by the arbitrator or to seek temporary or preliminary injunctive relief to enjoin a breach of the Non-Competition, Confidentiality and Intellectual Property Agreement pending arbitration. Each of Executive and the Company waives any rights that might otherwise exist other requirement (whether imposed by statute, rule of court, or otherwise) with respect to resolution personal jurisdiction or service of disputes between them, including with respect process and waives any objection to jurisdiction based on improper venue or improper jurisdiction. (g) BOTH THE COMPANY AND EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW. (h) Executive and the Company each hereby irrevocably consents to the right service of process in any dispute brought under this Agreement pursuant to request a jury trial or other court proceedingthe notice provisions set forth in Section 20 of this Agreement.

Disputes. The parties hereby consent and agree that 38.1 Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement (i) all disputes between the partiesother than a matter for which Sanofi is expressly stated to have final decision-making authority under this Agreement, which will be resolved in accordance with Clause 11.9), including those relating any dispute as to its existence, validity, interpretation, performance, breach or termination or the existence and validity consequences of its nullity, any dispute as to whether Sanofi does in fact have final decision-making authority for a certain matter under this Release Agreement and any dispute as relating to the arbitrability any non-contractual obligations arising out of or in connection with it (a matter under this provision“Dispute”), shall be submitted finally resolved pursuant to full the following provisions of this Clause 38 unless Sanofi has final decision-making authority under Clause 11.9. 38.2 In the event a Dispute arises, the Parties agree that they shall attempt in good faith to resolve the Dispute by referring it in writing to the Alliance Manager of the other Party and the Joint Steering Committee. Any dispute that is not resolved by the Alliance Managers or the Joint Steering Committee may be referred in writing at any time by either Party’s Alliance Manager for resolution to the Parties’ respective Senior Executives, and such Senior Executives will meet (including via teleconference) at a mutually agreed upon time and location for discussion and resolution of the Dispute within [***] Business Days after such reference. 38.3 If a Dispute has not been resolved within [***] days after referral to the Senior Executives, then either Party will be entitled to refer that Dispute for final resolution via binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and accordance with this Clause 38.3: (a) The arbitration shall be administered by [***] pursuant to [***] in effect at the American Arbitration Association time of the arbitration (the “AAARules”), except to the extent such Rules are inconsistent with this Clause 38.3, this Clause 38.3 will control and the Rules will be deemed to have been amended by this Clause 38.3 for the purposes of this Agreement. (b) under its Employment Arbitration Any demand or notice for arbitration must be made in writing to the other Party and served properly in accordance with the Rules and Mediation ProceduresApplicable Law. (c) The arbitration shall be conducted by [***] arbitrators (each an “Arbitrator”). Each Party shall nominate [***] Arbitrator and the [***] Arbitrators so nominated by the Parties will nominate the presiding Arbitrator and, providedif they are unable to so agree, howeverthen the presiding Arbitrator will be appointed by [***]. (d) Notwithstanding the Rules, that and unless otherwise agreed to by both Parties, the following procedures shall apply to any proceeding conducted pursuant to this provision Clause 38.3: (i) the total duration of the arbitration proceeding shall not require arbitration last more than [***] months from the signing of any claim which, by law, cannot be the subject terms of reference or the holding of a compulsory arbitration agreementcase management conference, whichever occurs later; (ii) notwithstanding the foregoingfact discovery shall be limited to document productions from only [***] custodians Party and [***] fact depositions per Party; expert discovery shall be limited to [***] experts per Party; and each Party can submit up to [***] expert reports, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, no more than [***] pages each; (iii) either party each Party may elect to invoke submit one pre-trial brief of no more than [***] pages, and there will be no other briefings or motion practices except for post-hearing briefs (if requested by the Optional Rules for Emergency Measures Arbitrators); any arbitration hearing shall not exceed [***] days, each Party can call no more than [***] expert witnesses; direct testimony per witness shall not exceed [***] hours, and cross-examination of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, any witness shall not exceed [***] hours; (iv) the Arbitrators’ decision must be issued within [***] months of the last day of the [***] month period according to sub-clause (i) above, and the Arbitrators’ decision cannot exceed [***] pages unless the Parties jointly request an extension, or the Arbitrator determines, in a reasoned decision, that the interest of justice or the complexity of the case requires that such a time limit be extended; and (v) for the avoidance of doubt, the [***] shall not apply. (e) The arbitration shall be held in [***] and shall be conducted in English. The Arbitrators will apply the substantive law of the State of New York in accordance with Clause 39, without regard to conflicts of law principles and except that the interpretation and enforcement of this arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (f) Notwithstanding any provision to the contrary in the Rules, the Parties agree that the Arbitrators may have the same nationality as any Party to the arbitration. (g) Each Party shall be responsible for its own expenses (including legal fees and expenses) in connection with the arbitration, except that the fees of the Arbitrators and other related costs of the arbitration will be shared equally by the Parties, unless the Arbitrators determine that a Party has incurred unreasonable expenses due to vexatious or bad faith positions taken by the other Party, in which event the Arbitrators may make an award of all or any portion of such expenses (including legal fees and expenses) so incurred. (h) The Parties hereby submit to the non-exclusive jurisdiction of [***] for the limited purpose of enforcing this Agreement to arbitrate. The arbitration award shall be final and binding, and judgment upon over the award rendered by the arbitrators may be entered by any court having jurisdiction thereofthereof or having jurisdiction over the relevant Party and its assets. 38.4 This Clause 38 is without prejudice to each Party’s right to seek interim relief against the other Party (such as an injunction) through the courts of the [***] to protect its rights and interests, (v) except as otherwise required by applicable or to enforce the obligations of the other Party. Neither Party will have the right independently to seek recourse from a court of law or other authorities in lieu of arbitration, but nothing in this Clause 38 will preclude either Party from seeking equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of or during any arbitration pursuant if necessary to this Section 7; provided, however, that if protect the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution interests of such dispute, and (vi) each party has knowingly and voluntarily agreed Party or to enter into this preserve the status quo pending the arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those Every dispute arising from or relating to this Agreement shall be tried only in the existence and validity state or federal courts situated in the Denver, Colorado, metropolitan area, except that disputes concerning (a) whether Seller had the right to terminate this Agreement pursuant to Section 6.2 above upon Seller’s early termination of this Release Agreement and any dispute as to or (b) the arbitrability enforcement, application or interpretation of a matter under this provisionSection 13 above (collectively, the “Arbitrated Disputes”) shall be submitted to full and resolved through binding arbitration to be conducted in the Commonwealth of VirginiaDenver, Colorado metropolitan area, pursuant to JAMS Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”), before a panel single arbitrator selected by agreement of three arbitrators and administered the parties or, in the absence of such agreement, as prescribed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require JAMS Rules. Judgment on the arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or award with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators Arbitrated Disputes may be entered by in any court having jurisdiction thereof, . In the event that the arbitrator determines that: (va) except as otherwise required by applicable law the Seller did not have the right to render terminate this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration Agreement pursuant to Section 6.2 above despite its purported early termination of this Section 7; providedAgreement, howeveror (b) Buyer has terminated the Agreement for Seller’s failure to supply Products pursuant to its terms, and Seller either agrees in writing that if such termination was appropriate, or the Employee prevails on any dispute covered by this provisionarbitrator determines that such early termination was effected properly, then the Company shall reimburse Standstill Agreement dated of even date with this Agreement between the Employee for the Employee’s reasonable attorneys’ fees Parties and legal expenses, no later than thirty (30) days following any final resolution of such dispute, all rights and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 obligations of the Severance AgreementParties thereunder shall immediately terminate, hereby waives any rights that might otherwise exist with respect to resolution expire and be of disputes between them, including no further force or effect. Except with respect to the right Arbitrated Disputes, the Parties consent to request a jury trial or other court proceedingvenue in those courts in Colorado and agree that those courts shall have personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action.

Disputes. (a) The parties hereby consent Parties recognize that disputes as to certain matters may from time to time arise during the term of this Agreement which relate to either Party’s rights and/or obligations hereunder. The Parties shall follow the procedures set forth in this Article 25 to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and agree that (i) all disputes to attempt to avoid arbitration between the partiesParties. Any disputes among the members of the EC, including those relating to or other disputes among the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionParties, that cannot be resolved by good faith negotiation within thirty (30) days after referral thereto, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim whichreferred, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits written notice from either Party to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of other, to the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsASC. The ASC shall meet as soon as possible, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later not more than thirty (30) days following any final resolution after such notice is received, and shall make diligent, good faith efforts to resolve such dispute in a manner that is consistent with the terms of this Agreement and the principles underlying such terms and that balances the legitimate interests of both Parties. (b) In the event that the members of the ASC are not able to resolve such dispute during such meeting, the ASC shall meet in person at least one more time during the 60-day period after such notice is received, and if the ASC has not resolved such dispute by the end of such dispute60-day period (or any mutually agreed extension thereof), either Party may submit such dispute (including whether a dispute is subject to arbitration) to an arbitration proceeding to be conducted in San Francisco, California before a panel of three (3) neutral arbitrators, which shall be selected as follows within thirty (30) days from the request for arbitration: Bayer shall select one arbitrator, Onyx shall select one arbitrator, and Bayer and Onyx shall seek to agree on the selection of the third arbitrator; provided that if Bayer and Onyx fail to agree on such third arbitrator within such thirty (vi30)-day period, then the arbitrators designated by Onyx and Bayer shall select the third arbitrator within fifteen (15) each party has knowingly and voluntarily agreed days. Judgment on the award may be entered in any court having jurisdiction. The arbitration shall be administered by JAMS pursuant to enter into this arbitration clause andits Comprehensive Arbitration Rules & Procedures, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.that

Disputes. 7.2.1 The parties hereby consent and agree that (i) all disputes between the partiesParties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement, including through any specific dispute resolution processes provided for elsewhere in this Agreement, including those relating provided for in this Section 7.2. Any Party may give the other Party a written notice of any dispute not so resolved in the normal course of business or through any specific dispute resolution processes provided for elsewhere in this Agreement. Within [***] after delivery of such notice, representatives of the Parties with full settlement authority shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. 7.2.2 If the dispute has not been resolved by negotiations within [***] following the notice provided for in Section 7.2.1, or if the Parties fail to meet within the [***] period set forth in Section 7.2.1, then each of the Parties hereby irrevocably consents and agrees that any legal action or proceedings with respect to this Agreement shall be brought in any state or federal court within New York County, New York having subject matter jurisdiction arising under this Agreement. By execution and delivery of this Agreement and such other documents executed in connection herewith, each Party hereby (a) accepts the exclusive jurisdiction of the aforesaid courts, (b) irrevocably agrees to be bound by any final judgment (after any and all appeals) of any such court with respect to such documents, (c) irrevocably waives, to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, fullest extent permitted by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits any objection it may now or hereafter have to the jurisdiction laying of any Commonwealth venue of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of such documents brought in any judgment upon the award rendered by the arbitratorssuch court, and hereby waives the defense of inconvenient forum further irrevocably waives, to the maintenance of fullest extent permitted by law, any claim that any such action or proceedingproceeding brought in any such court has been brought in any inconvenient forum, (iiid) either party may elect to invoke the Optional Rules for Emergency Measures agrees that services of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators process in any such action or proceeding may be entered effected by mailing a copy thereof by registered or certified mail (or any court having jurisdiction thereofsubstantially similar form of mail), (v) except as otherwise required by applicable law postage prepaid, to render this such Party at its address set forth in Section 7 fully enforceable8.1, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if or at such other address of which the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputeParties have been notified, and (vie) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights agrees that might otherwise exist with respect to resolution of disputes between them, including with respect to nothing herein shall affect the right to request a jury trial effect service of process in any other manner permitted by law. 7.2.3 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT. 7.2.4 Nothing contained this Section 7.2 or other court proceedingotherwise herein shall restrict the availability to any Party of specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

Disputes. The parties hereby consent 10.1 If a dispute arises between the Parties in connection with this Agreement which the Parties are unable to resolve themselves: (a) any Party may give notice in writing to the other Party identifying the nature of the dispute and requiring the dispute to be referred to a single independent mediator; (b) the mediator must be agreed upon between the Parties or, failing agreement within 5 days after the request for mediation was made, nominated by the Chairperson of LEADR (tel 0000 000 000); (c) the Parties must use their best endeavours to resolve the dispute with the assistance of the mediator; (d) the costs of the mediator will be shared equally by the Parties unless agreed otherwise at the mediation or provided for in this Agreement; (e) if the Parties are unable to resolve the dispute within 20 days from the date of service of the notice of dispute (or such later date as agreed by the Parties at the mediation), and the Parties agree then the dispute may be referred to a single arbitrator in accordance with the provisions of the Commercial Arbitration Xxx 0000 (WA)(as amended)(“Arbitration Act”) for determination and otherwise clause 10.3 applies to the subject matter of the dispute; (f) if the Parties agree to refer the dispute to arbitration then the Parties must, within 5 days, agree on the appointment of a single arbitrator, or failing agreement, a person nominated by the President or Acting President of the Law Society of Western Australia, who is a practicing barrister of the Perth Bar with no less than 10 years standing; (g) the Parties are entitled to be legally represented at the mediation and arbitration; and (h) the Parties agree that (i) the determination of the appointed arbitrator will be final and binding on all disputes between Parties and that the parties, including those relating liability for payment of costs of and incidental to a determination by an appointed arbitrator shall be at the discretion of that arbitrator. 10.2 Except to the existence and validity extent that this clause 10 is inconsistent with the provisions of this Release Agreement and the Commercial Arbitration Act 1985 (WA) (as amended), the provisions of the said act shall otherwise apply. 10.3 If, in respect of any dispute as to arising from this Agreement, the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, Parties cannot be agree to have that dispute resolved in accordance with the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 provisions of the Severance Agreement or with respect to enforcement Arbitration Act, the Parties may avail themselves of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable general law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingremedies.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesExcept as set forth in this paragraph, including those relating to the existence and validity any dispute, claim or difference arising out of this Release Transition Agreement and any dispute as to the arbitrability of a matter under this provision, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) ). The arbitration will be held in Baltimore, Maryland unless Executive and the Company mutually agree otherwise. Nothing contained in this Section 20 will be construed to limit or preclude a Party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require Transition Agreement or any other agreement between or among the Parties during the pendency of the arbitration of any claim which, by law, cannot be proceedings. Subject to the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoingproviso in this sentence below, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for Party will bear its own costs and fees of the arbitration, and the fees and expenses (including attorneys’ fees)of of the arbitrator will be borne equally by the Parties unless the arbitrator determines that any arbitration pursuant Party has acted in bad faith, in which event the arbitrator will have the discretion to this Section 7require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution claims that, but for this mandatory arbitration clause, could be brought against the Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator will be granted and will be required to exercise all discretion belonging to a court of disputes between themcompetent jurisdiction under such Employment Law to decide the dispute, including with respect whether such discretion relates to the right provision of discovery, the award of any remedies or penalties, or otherwise. As to request claims not relating to Employment Laws, the arbitrator will have the authority to award any remedy or relief that a jury trial court of the State of Maryland could order or grant. The decision and award of the arbitrator will be in writing and copies thereof will be delivered to each Party. The decision and award of the arbitrator will be binding on all Parties. In rendering such decision and award, the arbitrator will not add to, subtract from or otherwise modify the provisions of this Transition Agreement. Either Party to the arbitration may seek to have the ruling of the arbitrator entered in any court having jurisdiction thereof. Each Party agrees that it will not file suit, motion, petition or otherwise commence any legal action or proceeding for any matter which is required to be submitted to arbitration as contemplated herein except in connection with the enforcement of an award rendered by an arbitrator and except to seek the issuance of an injunction or temporary restraining order pending a final determination by the arbitrator. Upon the entry of any order dismissing or staying any action or proceeding filed contrary to the preceding sentence, the Party which filed such action or proceeding will promptly pay to the other Party the reasonable attorney’s fees, costs and expenses incurred by such other Party prior to the entry of such order. All aspects of the arbitration will be considered confidential and will not be disseminated by any Party with the exception of the ability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, upon request, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with the exception of its subpoena by a court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party. This Section 20 will be construed and enforced under the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

Disputes. The parties hereby consent and agree that (i) all disputes between Any controversy or claim arising out of or in relation to this Agreement, or the partiesbreach or alleged breach thereof, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionwhich cannot be settled amicably, shall be submitted to full and binding settled by arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginiathe International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the Centre for International Commercial Arbitration located in Honolulu, Hawaii (or such other Centre location as the parties may agree) three (3) copies of such notice and three (3) copies of this Agreement together with the appropriate filing fee. The arbitration shall be conducted before a panel of three (3) arbitrators and administered who shall be appointed in accordance with the said rules. The arbitration proceedings shall be held at the Centre location agreed to by the American Arbitration Association (“AAA”) parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entitled under its Employment Arbitration Rules and Mediation Proceduresthe law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any special, indirect, consequential, or punitive damages arising out of or related to this provision Agreement, or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for wilful or wanton misconduct. The arbitration award shall be given within six (6) months from appointment of the third arbitrator. The award given by the three (3) arbitrators, or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State serve as precedent or Federal court authority in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or subsequent proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on losing party should fail to comply with the award, the prevailing party may apply to any dispute covered court having jurisdiction for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by this provisionlaw or court orders, then the Company substance of any arbitration proceedings shall reimburse be kept confidential by all parties and by the Employee for arbitrators; however, the Employee’s reasonable attorneys’ fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the proceeding, including the fees and legal expensescosts of attorneys, no later than thirty (30) days following any final resolution of such disputeaccountants, and (vi) each party has knowingly witnesses, and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the compensation of the Severance Agreementarbitrators, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect shall be assessed by the arbitrators against the parties according to the right to request a jury trial or other court proceedingarbitrators’ determination of fault.

Disputes. The parties hereby consent and agree that (ia) all disputes between the partiesAny dispute, including those controversy, difference or claim arising out of, relating to the existence and validity of or in connection with this Release Agreement and Agreement, any dispute as to the arbitrability of a matter under this provisionother Transaction Document, any transaction hereunder or thereunder or breach hereof or thereof shall be submitted to full and binding finally settled by arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (the “AAARules”) under its Employment Arbitration Rules then in effect by one (1) arbiter appointed with the consent of both Seller and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, Purchaser (and in the event such consent cannot be obtained within thirty (30) days following the request by Seller or Purchaser for the consent of the other, in accordance with the Rules). The arbiter’s award shall be final and binding, and, in all instances, be subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court limitations set forth in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment Article VIII hereof. Judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbiter may be entered by in any court having jurisdiction thereof. The arbitration shall take place in the Xxxx County in the State of Illinois, (v) except or such other place as otherwise required by applicable law to render this Section 7 fully enforceable, each party the parties may agree. The arbiter’s award shall be responsible for in writing and shall include (i) a provision that the prevailing party in the arbitration shall recover its own costs of the arbitration and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputefrom the other party, and (viii) each the amount of such costs and fees. (b) Notwithstanding subsection (a), (i) either party has knowingly may, if it believes that it requires or is entitled to injunctive relief, file a civil action in any court having jurisdiction seeking injunctive relief, (ii) Purchaser shall be entitled to specific performance to remedy any breach by Seller of its representations and voluntarily agreed to enter into this arbitration clause and, except as provided warranties contained in Section 1.7 2.4 (Title and Sufficiency of Transferred Assets) and the covenants contained in Section 4.1 (Further Assurances) and shall be entitled to file a civil action in any court having jurisdiction seeking such relief and (iii) Purchaser shall be entitled to specific performance and shall be entitled to file a civil action in any court having jurisdiction seeking such relief if Seller is in breach of its obligations under Section 4.6 (No Other Bids) hereof or if following the termination of the Severance Manufacturing Agreement, hereby waives any rights Purchaser has requested that might otherwise exist the Manufacturing Closing take place and the Manufacturing Assets be transferred to Purchaser in accordance with respect the terms of this Agreement and Seller has not, within ten (10) business days following such request, delivered and transferred the Manufacturing Assets to resolution of disputes between themPurchaser. Any claim to or demand for monetary damages shall, including with respect to however, be governed exclusively by the right to request a jury trial or other court proceedingprovisions for arbitration set forth in subsection (a).

Disputes. The parties hereby consent 11.1 A dispute shall be resolved using the following procedure: 11.1.1 A meeting at the request of either party specifying the matter in dispute between the officer nominated by the Chief Executive of the council for such purpose and agree that an officer nominated by the Association to be held within 5 Working Days of the dispute occurring or such other period as shall be agreed between parties 11.1.2 Should the dispute remain unresolved following the meeting referred to in Clause 11.1 then a meeting shall be arranged between a senior officer of the Council (ias appropriate) all disputes and the Chief Executive of the Association. This meeting to be held within 5 Working Days of the meeting referred to in Clause 11.1 or such other period as shall be agreed between the parties 11.1.3 Should the dispute continue unresolved then, including those relating the parties shall apply to the existence Centre for Effective Dispute Resolution in London for the matter to be referred to a mediator, and validity of this Release Agreement and any dispute as the parties agree to the arbitrability of a matter under this provision, shall attend such mediation. The mediation must be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 held within one month of the Severance Agreement meeting referred to in Clause 11 (or with respect to enforcement of any judgment upon such other period as may be agreed between the award rendered by the arbitratorsparties), and hereby waives the defense parties shall bear their own costs in complying with this clause and shall bear equally the costs of inconvenient forum to the maintenance of any such action or proceeding, (iii) mediator engaged 11.1.4 Should the dispute still remain unresolved following mediation either party may elect refer the matter to invoke arbitration in accordance with Clause 11.5 11.1.5 Any dispute or difference which shall arise between the Optional Rules for Emergency Measures parties and which has not been settled in accordance with Clauses 11.1 – 11.3 above shall if either the Council or the Association so require at any time by notice served on the other (the Arbitration Notice) be referred to the decision of Protection provided under an arbitrator (the AAA’s Employment Arbitration Rules Arbitrator) and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party arbitration shall be responsible for its own costs conducted in accordance with the Arbitration Xxx 0000 11.1.6 The Arbitrator shall be appointed by agreement between the Council and expenses the Association or (including attorneys’ fees)of any arbitration pursuant if within ten working days after service of the Arbitration Notice the Council and the Association have been unable to this Section 7; provided, however, that if agree) then on the Employee prevails on any dispute covered application of either the Council or the Association by this provision, then such one of the Company following as the Council and the Association shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except subject as provided in Section 1.7 Clause 11.7) agree to be appropriate having regard to the matter of the Severance Agreement, hereby waives dispute or difference in question: a the President for the time being of the Law Society b the President for the time being of the royal Institute of British Client representatives c the President for the time being of the Royal Institution of Chartered Surveyors d or (in each such case) the duly appointed deputy of such President or any rights that might otherwise exist with respect other person authorised by him to resolution make appointments on his behalf 11.1.7 if within twenty working days after service of disputes between them, including with respect the Arbitration notice the council and the Association have been unable to agree which of the right persons referred to request a jury trial in Clause 11.6 is appropriate to appoint the Arbitrator then the Arbitrator shall be appointed on the application of either the Council or the Association by the President for the time being of the Law Society or his duly appointed deputy or any other court proceeding.person authorised by him to make appointments on his behalf

Disputes. The parties hereby consent and agree that Any dispute, whether based on contract, tort, statute, or any other legal or equitable theory, arising out of or relating to: (ia) all disputes between this Agreement or the partiesrelationships which result from this Agreement; (b) the breach, termination or validity of this Agreement; and (c) any issue related to this Agreement or its scope, including those relating to the existence scope and validity of this Release Agreement and any dispute paragraph (a “Dispute”) shall be resolved as follows: (i) the Parties shall endeavour for a period of two weeks to resolve the arbitrability Dispute by negotiation, which period may be extended by agreement of the Parties; (ii) if negotiations are unsuccessful, the Parties shall, at the request of either party, attempt to mediate the Dispute before a matter under this provisionmutually acceptable mediator, which mediation shall be completed within three weeks of the request for mediation unless the Parties extend the period in writing; (iii) if the Dispute is not settled by mediation, the Dispute shall be submitted to full and binding arbitration in accordance with the Commonwealth Commercial Arbitration Act, 1996 (British Columbia), as amended and the Parties agree as follows: (A) the arbitration shall be conducted by a single arbitrator appointed as provided in the Commercial Arbitration Act, 1996 (British Columbia), as amended, and such arbitrator shall be experienced in the subject matter of Virginiathe Dispute; (B) the arbitration shall be conducted in Vancouver, before British Columbia at a panel of three arbitrators and administered location to be selected by the American Arbitration Association arbitrator; (“AAA”C) under its Employment Arbitration Rules the arbitrator may provide for such discovery or disclosure of positions, experts, evidence as the arbitrator deems to be prudent and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits efficient to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitration process; (D) the arbitrator shall issue a written ruling on the Dispute within six months after the submission of the Severance Agreement Dispute to arbitration and the prevailing Party shall be entitled to an award of costs and attorneys’ fees unless the arbitrator determines that each Party should bear its own costs and share the common costs or with respect to enforcement of arbitration; and (E) the arbitrator’s decision, including any judgment upon the award rendered by the arbitrators, arbitrator shall be final and hereby waives binding on the defense of inconvenient forum Parties and not subject to the maintenance of any such action appeal or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules review and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent and agree that (ia) all disputes between the parties, including those relating If prior to the existence and validity Closing any dispute arises out of this Release Agreement and any transaction, the dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered governed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, providedprovisions of the Tarion warranty. Provided, however, if such dispute is not subject to the dispute resolution provisions of Tarion, or in respect of which Tarion declines to be involved, the Vendor shall have the option, in its Discretion, to terminate this Agreement, in which event the Vendor shall pay to the Purchaser the total of all sums paid by the Purchaser pursuant to this Agreement, including all deposits and amounts paid on account of extras and upgrades, without interest. The said option may be exercised by the Vendor by giving notice to the Purchaser at any time prior to the Closing Date, if the Vendor determines, in its Discretion, that the Tarion warranty is inapplicable; and (b) Except for matters governed by Tarion, the Purchaser agrees that any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) that the Purchaser may have against the Vendor, its agents, employees, principals, successors, assigns, affiliates arising from or relating to this provision Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), the Purchaser’s purchase or use of the Property and/or the Dwelling or related purchase or the subdivision services (any of the foregoing being a “Claim”) shall be resolved exclusively and finally by binding arbitration pursuant to the Arbitration Act, 1991 (Ontario), as amended or replaced from time to time. Such arbitration shall be the exclusive forum for the resolution of any Claim by the Purchaser against the Vendor, and the Purchaser hereby agrees that it will not bring or participate in a Claim in any court whether directly, indirectly, by counterclaim or otherwise. The findings of the arbitrator and the proceedings of the arbitration shall be held in the strictest confidence and the Purchaser may not, directly or indirectly, disclose or permit anyone else to disclose same. In addition, the Purchaser shall not require arbitration be entitled to join or consolidate claims by other Purchasers, or arbitrate a claim as a representative of a class proceeding or participate as a member of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or class proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingclaim.

Disputes. The parties hereby consent and agree that 4.1 If (i) all disputes between Escrow Agent shall have received a Notice of objection as provided for in Section 3.4 hereof within the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, time therein prescribed or (ii) notwithstanding any other disagreement or dispute shall arise among the foregoingparties or any other persons resulting in adverse claims and demands being made for the Deposit and interest thereon whether or not litigation has been instituted, each party irrevocably submits then and in any such event, Escrow Agent shall refuse to comply with any claims or demands for the jurisdiction Deposit and shall continue to hold the same and all interest earned thereon until it receives either (x) a Notice executed by Buyer and Sellers and directing the disbursement of the Deposit and all interest earned thereon or (y) a final nonappealable order of a court of competent jurisdiction, entered in an action, suit or proceeding in which Buyer and Sellers are parties, directing the disbursement of the Deposit and all interest earned thereon, in either of which events Escrow Agent shall then disburse the Deposit and all interest earned thereon in accordance with such direction. Escrow Agent shall not be or become liable in any Commonwealth way or to any person for its refusal to comply with any such claims and demands unless and until it has received such direction. Upon compliance with such direction, Escrow Agent shall be released of Virginia State and from all liability hereunder, except for the bad faith, gross negligence or Federal court in willful misconduct of Escrow Agent. 4.2 Escrow Agent may institute or defend any action or proceeding provided for under Section 1.7 of the Severance Agreement legal process involving any matter referred to herein which in any manner affects it or with respect its duties and liabilities hereunder, but Escrow Agent shall not be required to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any institute or defend such action or proceedingprocess unless or until requested to do so by both Buyer and Sellers and then only upon receipt of an indemnity in such amount, (iii) either party and of such character, as it may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules reasonably require against any and Mediation Proceduresall claims, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereofliabilities, (v) except as otherwise required by applicable law to render this Section 7 fully enforceablejudgments, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following other expenses of every kind in relation thereto. All reasonable costs and expenses incurred by Escrow Agent in connection with any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed action or process are to enter into this arbitration clause and, except as provided in Section 1.7 of be paid by the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingnon‑prevailing party.

Disputes. The parties hereby consent and agree that (i) all disputes between the parties, including those Any dispute or controversy arising from or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and decided by binding arbitration in the Commonwealth State of VirginiaWisconsin, USA, before a panel of three arbitrators and administered by the American Arbitration Association in accordance with its National Rules for the Resolution of Employment Disputes. The arbitrator shall have full authority to award damages and other remedies as may be permitted under applicable law and, as the law permits, award costs and attorneys’ fees. Judgment upon such award may be entered in any state or federal court of competent jurisdiction. At the request of either JDI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by JDI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. JDI shall pay 100% of all costs related to any such arbitration, including without limitation AAA administrative fees, arbitrator compensation and expenses, and costs of witnesses called by the arbitrator (“AAAArbitration Costs”) under its Employment Arbitration Rules ), other than the Employee’s legal expenses. Upon the conclusion of the arbitration hearing and Mediation Proceduresbased upon evidence presented during that hearing, providedthe arbitrator have the right to require that, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding in addition to the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company JDI shall reimburse the Employee for his legal fees or that the Employee’s reasonable Employee reimburse JDI for up to 50% of the Arbitration Costs. In no event shall the Employee be required to reimburse JDI prohibitive costs that would effectively deny Employee a forum to vindicate his rights. Except to the extent set forth above and unless otherwise ordered by the Arbitrator under applicable law, each party shall bear his or its own expenses, such as attorneys’ fees and legal expensesfees, no later than thirty (30) days following any final resolution of such disputecosts, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingexpert witness fees.

Disputes. The (a) In the event that Seller disputes the Closing Statement in any respect, Seller shall so notify Purchaser within fifteen (15) days of its receipt of the Closing Statement (which notice shall specify in reasonable detail the disputed items). If the parties hereby consent and agree are unable to resolve such dispute within fifteen (15) days thereafter, the items that remain in dispute (ithe “Disputed Items”) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full an independent accounting firm that is mutually acceptable to Purchaser and Seller (the “Independent Accountant”) for determination. In the event that the parties do not agree upon an Independent Accountant within fifteen (15) days of the date on which an Independent Accountant is initially proposed by one party to the other, the parties shall submit the matter to the American Arbitration Association for a determination of the Independent Accountant. In connection with its review, the Independent Accountant shall (i) have the right to undertake such procedures as it may deem appropriate and examine all work papers utilized in connection with the preparation of the Closing Statement, and (ii) only make a determination as to the Disputed Items. The decision of the Independent Accountant as to the Disputed Items shall be final, conclusive and binding arbitration in upon the Commonwealth parties, without any right of Virginiafurther appeal (absent manifest error). The expense of (A) the Independent Accountant, before a panel of three arbitrators and administered by (B) the submission to the American Arbitration Association (“AAA”as set forth in this paragraph) under its Employment Arbitration Rules shall be (i) borne by Purchaser and Mediation ProceduresPurchaser Parent, providedjointly and severally, howeveron the one hand, that this provision shall not require arbitration and Seller, on the other hand, in proportion to the relative differences between (x) the final position of any claim which, by law, cannot be the subject parties prior to submission of a compulsory arbitration agreement, the matter to the Independent Accountant and (iiy) notwithstanding the foregoingdetermination of the Independent Accountant. (b) Promptly following the delivery of the Closing Statement, each party irrevocably submits to of Seller, the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Purchaser, and Purchaser Parent shall make the Files and Records of the Severance Agreement or with respect Embassy Business within their respective possession available to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails other on any dispute covered by this provision, then the Company shall reimburse the Employee reasonable notice during normal business hours in order for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed parties to enter into this arbitration clause and, except as provided in Section 1.7 verify the calculations of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to amounts set forth in the right to request a jury trial or other court proceedingClosing Statement.

Disputes. The parties hereby consent and agree that (i) all disputes Except as set forth in this Section 7, any dispute, claim or difference arising between the partiesParties including any dispute, including those relating to the existence and validity claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe JAMS. The arbitration shall be held Chicago, before Illinois unless the Parties mutually agree otherwise. Nothing contained in this Section 7 shall be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator shall be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Section 7 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent and agree that (iA) all disputes between Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the parties, including those relating Executive to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionCorporation either before suit thereupon is filed or within 20 business days thereafter, shall be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators and administered sitting (i) if the Executive is employed by the American Arbitration Association Corporation or any Subsidiary at the time of the initiation of the arbitration, in the municipality in which the Executive’s principal place of employment is located at the time, and (“AAA”ii) under its Employment Arbitration Rules and Mediation Proceduresif the Executive’s employment with the Corporation or any Subsidiary has terminated prior to the time of initiation of the arbitration, providedat a location which is within 50 miles of the location of the Executive’s principal place of employment at the time of his termination of employment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, that this provision shall not require arbitration be entitled to seek specific performance of the Corporation’s obligations hereunder during the pendency of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding dispute or controversy arising under or in connection with this Agreement. Notwithstanding the foregoing, each party the Corporation shall not be required to seek or participate in arbitration regarding any breach or threatened breach by the Executive of his obligations in Section 9, but may pursue its remedies for such breach in a court of competent jurisdiction in accordance with Section 11(B) below. (B) Any legal action concerning this Agreement, other than an arbitration described in paragraph (A) of this Section 11, whether instituted by the Corporation or the Executive, shall be brought and resolved only in a state court of competent jurisdiction located in the territory that encompasses the city, county, or parish in which the Executive’s principal residence is located at the time such action is commenced. The Corporation hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of any Commonwealth of Virginia State or Federal that court and hereby irrevocably agrees that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in that court. The Corporation agrees that such court is a convenient forum, and hereby waives irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such the action. Any final judgment in the action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered enforced in other jurisdictions by suit on the judgment or in any court having jurisdiction thereof, other manner provided by law. (vC) except as otherwise required To the fullest extent permitted by applicable law to render this Section 7 fully enforceablelaw, each party the Corporation shall be responsible for its own pay all costs and expenses (expenses, including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and disbursements, of the Corporation and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Corporation or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, provided that if the Executive instituted the proceeding and the judge, arbitrator, or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, the Executive shall pay all costs and expenses, no later than thirty including attorney’s fees and disbursements, of the Executive and the Corporation. The Corporation shall pay prejudgment interest, compounded annually, on any money judgment obtained by the Executive as a result of such proceeding, calculated at the prime rate (30as published in The Wall Street Journal) in effect as of the date the payment should otherwise have been provided. Any reimbursement or payment of amounts to the Executive provided under this Section 11(C), shall be subject to the following rules: (i) the expenses must be incurred at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 10th anniversary of the date of the Change in Control; (ii) the expenses shall be paid by the Corporation as incurred (within 10 days following the Corporation’s receipt of an invoice from the Executive); provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iii) the amount of expenses eligible for reimbursement during any final resolution calendar year shall not affect the amount of such disputeexpenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (viiv) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial reimbursement shall not be subject to liquidation or other court proceedingexchange for another benefit.

Disputes. The parties hereby consent and agree that (ia) all disputes between the partiesA SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD OF SUCH SERVICE RECIPIENT) MAY, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionWITHIN 60 DAYS AFTER RECEIPT OF AN INVOICE FROM THE SERVICE PROVIDER, shall be submitted to full and binding arbitration in the Commonwealth of VirginiaTAKE WRITTEN EXCEPTION TO ANY CHARGE, before a panel of three arbitrators and administered by the American Arbitration Association ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES. IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST OR EXPENSE INCURRED BY THE SERVICE PROVIDER IN CONNECTION WITH THE PROVISION OF SERVICES, SUCH AMOUNT OR PORTION THEREOF (“AAA”AS THE CASE MAY BE) under its Employment Arbitration Rules and Mediation ProceduresSHALL BE REFUNDED BY THE SERVICE PROVIDER TO SUCH SERVICE RECIPIENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, providedA SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD OF SUCH SERVICE RECIPIENT) MAY TAKE EXCEPTION TO ANY CHARGE WITHIN THE PERIOD SPECIFIED ABOVE NOTWITHSTANDING THAT THE RELATED INVOICE WAS PAID IN FULL. (b) If, however, that this provision shall not require arbitration within 20 days after receipt of any claim whichwritten exception pursuant to Section 3.3(a), by law, cannot be a Service Recipient (or the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 audit committee of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution Board of such Service Recipient) and the Service Provider have been unable to resolve any dispute, and if the aggregate amount in dispute exceeds $100,000, such Service Recipient (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 or the audit committee of the Severance AgreementBoard of such Service Recipient) or the Service Provider may submit the dispute to an independent third party accounting firm that is mutually agreeable to such Service Recipient (audit committee of the Board of such Service Recipient), hereby waives any rights that might otherwise exist on the one hand, and the Service Provider, on the other hand. The parties shall cooperate with respect such accounting firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution of disputes between them, including with respect to by such auditing firm shall be final and binding on the right to request a jury trial or other court proceedingparties.

Disputes. The parties hereby consent and agree that (ia) all disputes Except as expressly set forth elsewhere in this Agreement, it is mutually agreed between the partiesparties that arbitration shall be the sole and exclusive remedy to redress any dispute, including those relating claim or controversy (thereinafter referred to as “dispute”) involving the existence and validity interpretation of this Release Agreement or the terms, conditions or termination of this Agreement or the terms, conditions or termination of Executive’s employment with Emeritus. It is the intention of the parties that the arbitration award will be final and binding and that a judgment on the award may be entered in any dispute as court of competent jurisdiction and enforcement may be had according to the arbitrability of a matter under this provision, its terms. (b) The arbitrator shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before chosen from a panel of three arbitrators and administered list provided by the American Arbitration Association (“AAA”) under its Employment and the Arbitration Rules and Mediation Proceduresshall be conducted before a single arbitrator in Seattle, providedWashington, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Employment Dispute Resolution Rules of the Severance Agreement or with respect to enforcement American Arbitration Association then in effect. Emeritus shall bear all expenses of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each arbitration. Each party shall be responsible for its the costs of their own attorneys and related costs and expenses (including attorneys’ fees)of any arbitration pursuant expert witnesses, exhibits, etc.), except to this Section 7; provided, however, the extent that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable arbitrator awards attorneys’ fees and legal expensesas part of the arbitration decision. (c) The arbitrator shall not have jurisdiction or authority to change any provision of this Agreement by alterations of, no later than thirty additions to or subtractions from the terms hereof. The arbitrator’s sole authority shall be to interpret or apply any provision(s) of this Agreement. (30d) days following any final resolution of such disputeThe parties agree that the provisions hereof, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the decision of the Severance Agreement, hereby waives any rights that might otherwise exist arbitrator with respect to resolution any dispute, shall be the sole and exclusive remedy for any alleged breach of disputes between themthis Agreement or the employment relationship. The parties hereby acknowledge that since arbitration is the exclusive remedy, including neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement and that the decision of the arbitrator shall be a complete defense of any suit, action or proceeding instituted in any federal, state or local court before any administrative agency with respect to any dispute which is subject to arbitration as herein set forth. The arbitration provisions hereof shall, with respect to any dispute, survive the right to request a jury trial termination or other court proceedingexpiration of this Agreement.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesExcept as otherwise agreed, including those relating to the existence and validity of this Release Agreement and any dispute concerning this agreement will be resolved as to follows: 14.1 If either party believes that a dispute cannot be resolved by informal negotiation, the arbitrability of a matter under this provision, shall will be submitted to full mediation. The parties will agree upon a neutral impartial mediator experienced in the field of interactive electronic networks. At the commencement of the mediation, the parties will agree upon (a) a procedure for exchange of information related to the dispute, and (b) ground rules and a schedule for conducting the proceeding before the mediator. 14.2 If a dispute is not settled pursuant to mediation within the agreed time period, or if any party will not participate in the mediation, the dispute will be submitted to binding arbitration in Denver, Colorado, in accordance with the Commonwealth rules of Virginiathe CPR Institute for Dispute Resolution. The arbitration will be by a single arbitrator (or, before a panel if the amount in controversy is greater than $50,000, by three arbitrators, none of three arbitrators and administered whom will be appointed by either party) experienced in the field of interactive electronic networks. The arbitration will be governed by the American United States Arbitration Association (“AAA”) under its Employment Arbitration Rules Act, and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The arbitrators will not be empowered to award damages in excess of actual damages, but will be empowered (vnot required) except to require any party to pay the reasonable attorney fees, expert witness fees, and other arbitration costs of any other party. 14.3 Except as otherwise required by applicable law to render specified in section 11.4, the procedures described in this Section 7 fully enforceable, each party shall section will be responsible the exclusive procedures for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7the resolution of disputes; provided, however, that either party may seek preliminary judicial relief in Denver, Colorado, if in the Employee prevails on judgment of that party such relief is necessary to avoid irreparable damage. Despite the initiation of any dispute covered by this provisionsuch judicial proceedings, then the Company shall reimburse parties will continue to participate in good faith in the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution mediation or arbitration. Any cause of such dispute, and (vi) each action either party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist may have with respect to resolution this agreement will be barred unless it is commenced within one year after the cause of disputes between themaction arises, including is discovered, or should have been discovered with respect to the right to request a jury trial or other court proceedingexercise of reasonable diligence.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesAny controversy, including those claim or dispute arising out of or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAGREEMENT, shall be submitted to full and settled by mediation in Folsom, CA, if unresolved the issue will be settled by binding arbitration in Sacramento, CA. Such arbitration shall be conducted in accordance with the Commonwealth then-prevailing commercial arbitration rules of Virginiathe American Arbitration Association, before a panel of three arbitrators and administered with the following exceptions if in conflict: (a) one arbitrator will be chosen by the American Arbitration Association Association; (“AAA”b) under each party to the arbitration will pay its Employment Arbitration Rules pro rata share of the expenses and Mediation Proceduresfees of the arbitrator, provided, however, that this provision shall not require together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, party if written notice (ii) notwithstanding the foregoing, each party irrevocably submits pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 arbitrator’s rules and regulations) of the Severance Agreement or with respect proceeding has been given to enforcement of any judgment upon the award such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrators, arbitrator shall be final and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules conclusive and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofthereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party claims or disputes shall be responsible for its own costs and expenses (including attorneys’ fees)of settled in this manner in lieu of any arbitration pursuant to this Section 7; providedaction at law or equity, provided however, that if the Employee prevails on any dispute covered by nothing in this provision, then the Company subsection shall reimburse the Employee be construed as precluding bringing an action for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to injunctive relief or other equitable relief. The arbitrator shall not have the right to request a jury trial award punitive damages or other court proceedingspeculative damages to either party and shall not have the power to amend this AGREEMENT. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERTO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Disputes. The parties hereby consent Section 16.4 of the Franchise Agreement is deleted in its entirety and agree that (i) all disputes between replaced with the partiesfollowing: This Agreement shall be governed by the substantive law of the State of Oregon, including those relating USA, without regard to conflicts-of-law rules and without regard to the existence and validity United Nations Convention on Contracts for International Sale of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7Goods; provided, however, that if the Employee prevails on Federal Arbitration Act shall govern the provisions respecting arbitration and arbitrability. If this Agreement is translated into a language other than English for any reason, this English version of the Agreement shall be the controlling translation. All disputes and controversies arising out of or relating in any way to the performance or interpretation of this Agreement, or the transaction incidental to this Agreement, which dispute covered or controversy cannot be settled by mutual agreement of the parties, will be finally and conclusively settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”); provided, however, that: (a) the arbitration shall take place in Vancouver, Washington; (b) there shall be a panel of three (3) arbitrators (collectively, 38 the “Tribunal”), with each party selecting one (1) arbitrator and the third arbitrator to be appointed by the other two arbitrators in accordance with the AAA Rules; (c) the arbitration shall be conducted in the English language; (d) the Tribunal shall use reasonable efforts to schedule all matters regarding the arbitration so that the arbitration progresses in a timely fashion; (e) subject to legal privileges, each party shall be entitled to discovery in accordance with the Federal Rules of Civil Procedure; (f) at the arbitration hearing, each party may make written and oral presentations to the Tribunal, present testimony and written evidence and examine witnesses; (g) the Tribunal shall not have the power to award punitive damages; (h) the Tribunal shall issue a written decision explaining the basis for such decision; (i) the Tribunal may not make any award that is inconsistent with any express term of this provisionAgreement and may not use the equitable powers provided by the AAA Rules to modify the express terms of this Agreement in any way; (j) such decision shall be final, then binding and enforceable in any court of competent jurisdiction; (k) the Company parties shall reimburse share equally any fees and expenses of the Employee for Tribunal and of the EmployeeAmerican Arbitration Association, provided that the Tribunal shall have the authority to award, as part of the arbitrator’s decision, to the prevailing party its costs and expenses of the arbitration proceeding, including but not limited to the Tribunals’ own fees, and the prevailing party’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, experts’ fees; and (vil) each party has knowingly the parties agree that the arbitration proceedings and voluntarily agreed any decision and award of the arbitrator shall be kept confidential and not be disclosed to enter into this arbitration clause andthird parties, except as provided in Section 1.7 necessary to enforce or effectuate the terms of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial such decision or other court proceedingaward.

Disputes. The parties hereby consent and agree that (iA) all disputes between Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the parties, including those relating Executive to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionCorporation either before suit thereupon is filed or within 20 business days thereafter, shall be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators and administered sitting (i) if the Executive is employed by the American Arbitration Association Corporation or any Subsidiary at the time of the initiation of the arbitration, in the municipality in which the Executive’s principal place of employment is located at the time, and (“AAA”ii) under its Employment Arbitration Rules and Mediation Proceduresif the Executive’s employment with the Corporation or any Subsidiary has terminated prior to the time of initiation of the arbitration, providedat a location which is within 50 miles of the location of the Executive’s principal place of employment at the time of his termination of employment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, that this provision shall not require arbitration be entitled to seek specific performance of the Corporation’s obligations hereunder during the pendency of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding dispute or controversy arising under or in connection with this Agreement. Notwithstanding the foregoing, each party the Corporation shall not be required to seek or participate in arbitration regarding any breach or threatened breach by the Executive of his obligations in Section 9, but may pursue its remedies for such breach in a court of competent jurisdiction in accordance with Section 11(B) below. (B) Any legal action concerning this Agreement, other than an arbitration described in paragraph (A) of this Section 11, whether instituted by the Corporation or the Executive, shall be brought and resolved only in a state court of competent jurisdiction located in the territory that encompasses the city, county, or parish in which the Executive’s principal residence is located at the time such action is commenced. The Corporation hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of any Commonwealth of Virginia State or Federal that court and hereby irrevocably agrees that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in that court. The Corporation agrees that such court is a convenient forum, and hereby waives irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such the action. Any final judgment in the action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered enforced in other jurisdictions by suit on the judgment or in any court having jurisdiction thereof, other manner provided by law. (vC) except as otherwise required To the fullest extent permitted by applicable law to render this Section 7 fully enforceablelaw, each party the Corporation shall be responsible for its own pay all costs and expenses (expenses, including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and disbursements, of the Corporation and, at least monthly, the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Corporation or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, provided that if the Executive instituted the proceeding and the judge, arbitrator, or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, the Executive shall pay all costs and expenses, no later than thirty (30) days following including attorney’s fees and disbursements, of the Executive and the Corporation. The Corporation shall pay prejudgment interest on any final resolution money judgment obtained by the Executive as a result of such disputeproceeding, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as calculated at the rate provided in Section 1.7 1274(b)(2)(B) of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingCode.

Disputes. The parties hereby consent and agree that (i) all disputes 23.1 Subject to the terms as set forth in Article 22 of this Agreement, should a dispute arise between the partiesParties, including those relating the Parties shall promptly seek to resolve any such dispute by negotiations among the senior executives of the Parties who have the authority to settle such dispute (“Senior Executives”) prior to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration initiation of any claim which, by law, cannot be lawsuit. The Senior Executives shall meet at a mutually acceptable time and place within fifteen (15) days and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, dispute. All negotiations and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration communications pursuant to this Section 7; provided, however, that if 12(b) shall be treated and maintained by the Employee prevails on any dispute covered by this provision, then Parties as confidential information and shall be treated as compromise and settlement negotiations for purposes of the Company shall reimburse federal and state Rules of Evidence. If the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than matter has not been resolved within thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 after the initial meeting of the Severance AgreementSenior Executives, hereby waives or such longer period as may be mutually agreed upon, either Party may initiate a lawsuit. 23.2 THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, PROVISIONS CONCERNING LIMITATIONS OF ACTIONS) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, NOTWITHSTANDING ANY CONFLICT-OF-LAWS DOCTRINES OF SUCH STATE OR OTHER JURISDICTION TO THE CONTRARY. ALL MATTERS LITIGATED BY OR BETWEEN THE PARTIES THAT INVOLVE THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, OR ANY RELATED DOCUMENTS OR MATTERS HEREUNDER SHALL BE BROUGHT ONLY IN FORT WORTH, TARRANT COUNTY, TEXAS. 23.3 In any rights that might otherwise exist with respect suit filed by a Party hereto to resolution of disputes between them, including with respect resolve a dispute arising under this Agreement or related to the right services provided hereunder, each Party hereby covenants and agrees to request take all steps necessary to waive a jury trial or other court proceedingby jury.

Disputes. (a) Disclosure of proprietary information and non-competition. The parties hereby consent Executive acknowledges and agree agrees that CMC's remedy at law for a breach of any of the provisions of Sections 5 or 6 of the Agreement would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by the Executive of the provision of Sections 5 or 6 of this Agreement, it is agreed that, in addition to any other remedies it may have, CMC shall be entitled to equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Further, the Executive acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach of Sections 5 or 6 hereof and consequently agrees upon any such breach or threatened breach that CMC shall be entitled to the granting of injunctive relief prohibiting the sale of products and providing of services of the kind sold or provided by CMC. Nothing herein contained shall be construed as prohibiting CMC from pursuing any other remedies available to it for such breach. (ib) all disputes Except as set forth in (a) above, it is mutually agreed between the parties that any disputes regarding the interpretation or enforceability of this Agreement shall be resolved by binding arbitration before an arbitrator mutually acceptable to both parties, including those relating the arbitration to be held in Detroit, Michigan, in accordance with the existence and validity voluntary labor arbitration rules of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules Association, as then in effect. The arbitrator's sole authority shall be to interpret and Mediation Procedures, provided, however, that apply the provisions of this provision Agreement; the arbitrator shall not require change, add to, or subtract from, any of its provisions. The arbitrator shall have the power to compel attendance of witnesses at an arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any hearing. Any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be responsible for its own costs final and expenses (including attorneys’ fees)of binding on the claimant and CMC without appeal to any arbitration pursuant to court. Upon execution of this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect the Executive shall be deemed to resolution of disputes between them, including with respect to the have waived his right to request a jury trial or other court proceedingcommence litigation proceedings outside of arbitration without the express written consent of CMC.

Disputes. The parties hereby consent Except for any Dispute referred to an Expert pursuant to Clause 10.8, any Dispute arising out of, relating to or in connection with this Master Agreement or any Transaction shall, so far as is possible, be settled promptly and agree that (i) all disputes amicably by good faith discussions between the parties, including those relating Parties within sixty (60) Days after notice of such Dispute has been given by one Party to the existence other Party. If the Parties are unable to resolve any Dispute (other than any Dispute referred to an Expert pursuant to Clause 10.8) within sixty (60) Days after notice of such Dispute, or within such other period as the Parties may agree in writing, then such Dispute shall be exclusively, referred to and validity resolved by arbitration on the following terms: the arbitration shall be conducted in accordance with the [SIAC/LCIA] Rules in force at the time of this Release Agreement and any dispute as the Dispute; the number of arbitrators shall be three (3), with one (1) arbitrator to be appointed by each Party within thirty (30) Days after delivery of a Party’s written request for arbitration to the arbitrability other Party, and with the third arbitrator to be appointed by the first two arbitrators within thirty (30) Days after the appointment of a matter under this provisionthe second arbitrator. If either Party fails to appoint an arbitrator or the two (2) arbitrators appointed by the Parties fail to agree on the choice of the third arbitrator, then the appointing authority, in accordance with the [SIAC/LCIA] Rules, shall be submitted to full the Chairman of the [SIAC/LCIA Court]; the seat of arbitration shall be [Singapore/London, England]; the arbitration proceedings shall be conducted, and binding arbitration the award shall be rendered in the Commonwealth of VirginiaEnglish language and all documents submitted in connection with such proceeding shall be in the English language or, before if in another language, accompanied by a panel of three arbitrators certified English transaction; and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, including its validity and scope, shall be governed by English law. The arbitration award shall be final, conclusive and binding upon the Parties (ii) notwithstanding the foregoingsuch that, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 extent permitted by the law of the Severance Agreement seat of arbitration, the Parties shall be taken to have waived any right of appeal or with respect to enforcement review of any judgment upon the award rendered by the arbitratorsaward), and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereof(as per the New York Convention of 1958 on Recognition and Enforcement of foreign arbitral awards). Save to the extent otherwise specified in a final arbitration award, each Party shall bear the costs of its own lawyers, witnesses, experts and other assisting Persons it may utilise for any arbitration proceedings under this Clause 24. The cost of the venue of arbitration under this Clause 24 and the fees of the arbitration tribunal shall be borne equally by the Parties, unless otherwise specified by the arbitrators in a final arbitral award. Each Party consents: (vi) except to be joined to any arbitration commenced under or in respect of any Credit Support provided in connection with a Transaction; and (ii) to the consolidation of any two or more arbitrations commenced under this Master Agreement, any Transaction, any Credit Support provided in connection with a Transaction, or any combination of the foregoing, into a single arbitration as provided in the [SIAC/LCIA] Rules. The Parties consent to the bringing of a single arbitration for any claims arising under this Master Agreement, any Transaction and/or any Credit Support provided in connection with a Transaction. ANTI-CORRUPTION Each Party agrees and undertakes to the other Party that, in connection with this Master Agreement and any Transaction, it will comply with all applicable laws of the United Kingdom, the U.S. or any other relevant jurisdiction relating to this Master Agreement and/or any Transaction relating to anti-bribery and anti-money laundering, including the Bribery Act 2010 of the United Kingdom, the Foreign Corrupt Practices Act 1977 of the U.S. and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “Anti-Corruption Laws”). Each Party agrees and undertakes to the other Party that it and each of its directors, officers, employees and service providers (including but not limited to sub-contractors, agents and other intermediaries) will not, directly or indirectly, pay, offer, give or promise to pay, or authorise the payment, to any Person or solicit, accept or agree to accept from any Person, any monies or other things of value or otherwise engage in any other acts or transactions in violation of or inconsistent with Anti-Corruption Laws. In particular, each Party represents and warrants to the other Party that it and each of its directors, officers, employees and service providers (including but not limited to sub-contractors, agents, and other intermediaries) has not made any payments or given anything of value to public officials, officers or employees of any Competent Authority, or any political party or candidate for political office, in connection with any aspect of this Master Agreement and any Transaction which would be inconsistent with or contravene any Anti-Corruption Laws. Each Party shall, subject to any applicable legal restriction, privilege, or data privacy obligation: (i) on an on-going basis, immediately disclose in writing to the other Party details of any actual or alleged breach of the above representations, warranties, agreements and undertakings; (ii) ensure and monitor compliance with the above representations, warranties, agreements and undertakings; and (iii) permit the other Party to inspect and/or audit any books and records of the other Party relating to this Master Agreement and/or any Transaction, and the other Party’s compliance with the above representations, warranties, agreements and undertakings. COMPLIANCE WITH TRADE RESTRICTIONS A Party shall not be entitled to claim Force Majeure in respect of an LNG Cargo as a result of any event or circumstance that would otherwise constitute Force Majeure, if and to the extent that this Clause 26 applies in respect of such specific event or circumstance. Notwithstanding anything to the contrary elsewhere in this Master Agreement and/or any Transaction, neither Party shall be obliged to perform any obligation otherwise required by a Transaction, including without limitation any obligation to: deliver, accept, sell, or purchase LNG; pay or receive monies to, from, or through any Person; or engage in any other acts, in each case, if such performance would: (i) be in violation of, or inconsistent with any laws, demands, requests, rules, resolutions or requirements of the European Union, any European Union member state, the United Kingdom, the U.S. or the United Nations relating to trade sanctions, foreign trade controls, non-proliferation, anti-terrorism laws and other similar laws (the “Trade Restrictions”) that are applicable law to render this Section 7 fully enforceablesuch Party; or (ii) expose such Party or any of its Affiliates to punitive measures under any such Trade Restrictions. If the performance by a Party of any of its obligations with respect to an LNG Cargo under a Transaction would be in violation of, each party or inconsistent with, any Trade Restrictions applicable to such Party, or would expose such Party or any of its Affiliates to punitive measures under any such Trade Restrictions, then such Party shall be responsible the “Notifying Party”, and such LNG Cargo shall be an “Affected LNG Cargo”. Each Party shall notify the other Party promptly upon it becoming aware that any LNG Cargo is, or may become, an Affected LNG Cargo. The Notifying Party may: if an LNG Cargo becomes an Affected LNG Cargo as a result of: the nomination of the LNG Ship in respect of such LNG Cargo, as appropriate: (A) substitute; or (B) require the other Party to use reasonable endeavours to substitute, such LNG Ship in accordance with Clause 7.28 of this Master Agreement, with another LNG vessel that is not restricted or otherwise affected by such Trade Restrictions; and/or the nomination of the Loading Port in respect of such LNG Cargo, as appropriate: (A) substitute; or (B) require the other Party to use reasonable endeavours to substitute, such Loading Port with another loading port that is not restricted or otherwise affected by such Trade Restrictions, subject to: (1) the LNG from such loading port meeting the Quality Specifications; (2) ship-shore compatibility between such loading port and the applicable LNG Ship; and (3) acceptance of the applicable LNG Ship by such substitute loading port; and/or the nomination of the Discharge Port in respect of such LNG Cargo, as appropriate: (A) substitute; or (B) require the other Party to use reasonable endeavours to substitute, such Discharge Port with another discharge port that is not restricted or otherwise affected by such Trade Restrictions, subject to: (1) ship-shore compatibility between such discharge port and the applicable LNG Ship; and (2) acceptance of the applicable LNG Ship by such substitute discharge port, and if the LNG Ship, the Loading Port and/or the Discharge Port in respect of such Affected LNG Cargo is substituted in accordance with this Clause 26.4(a) such that the performance by the relevant Party of its obligations with respect to such Affected LNG Cargo would not be in violation of, or inconsistent with, any Trade Restrictions applicable to such Party and would not expose such Party or any of its Affiliates to punitive measures under any such Trade Restrictions, then such Affected LNG Cargo shall cease to be an Affected LNG for all purposes of the applicable Transaction; and/or without prejudice to Clause 26.4(a), immediately suspend performance of all of its own costs obligations under the applicable Transaction in respect of each Affected LNG Cargo (whether payment for, or delivery or receipt of such Affected LNG Cargo, or any other obligation), by written notice to the other Party, until such time as such Affected LNG Cargo ceases to be an Affected LNG Cargo in accordance with Clause 26.4(a) or all of the obligations in respect of such Affected LNG Cargo can otherwise be lawfully, and expenses (including attorneys’ fees)of without exposure of the Notifying Party or any arbitration of its Affiliates to punitive measures, performed under the applicable Transaction; provided that if: the Notifying Party suspends performance of its obligations in respect of an Affected LNG Cargo pursuant to this Section Clause 26.4(b): seven (7) Days or more before the scheduled loading date of such Affected LNG Cargo and, on the date falling seven (7) Days before the scheduled loading date of such Affected LNG Cargo, such Affected LNG Cargo continues to be an Affected LNG Cargo; providedor less than seven (7) Days before the scheduled loading date of such Affected LNG Cargo, howeverincluding following the loading date of such Affected LNG Cargo, that if the Employee prevails on any dispute covered by this provisionthen, then the Company in each case, such Affected LNG Cargo shall reimburse the Employee be automatically cancelled; or such suspension continues for the Employee’s reasonable attorneys’ fees and legal expenses, no later than a consecutive period of thirty (30) days Days following any final resolution notice of such disputesuspension, or such longer period as the Parties may mutually agree, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided any one or more of such obligations in Section 1.7 respect of the Severance AgreementAffected LNG Cargo remains unlawful or exposes the Notifying Party or any of its Affiliates to punitive measures, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect then the Affected LNG Cargo may be cancelled by either Party on written notice to the right other Party, and any such suspension or cancellation of an Affected LNG Cargo shall be without any obligations or liability whatsoever (including any damages for breach of contract, penalties, costs, fees and expenses) to request a jury trial either Party; provided that where the Affected LNG Cargo has been cancelled in accordance with Clauses 27.1(b)(i) or 27.1(b)(ii) and the relevant obligation relates to payment for LNG which has already been delivered, then the affected payment liability shall remain outstanding until such time as the relevant Party may lawfully, and without exposure of the Notifying Party or any of its Affiliates to punitive measures, resume payment and discharge such payment liability to the other court proceedingParty. Nothing in this Clause 26 shall be taken to limit or prevent the operation of the English common law doctrine of frustration.

Disputes. The parties hereby consent Parties acknowledge that the provisions of this Section 4 provide fair and agree that equitable notice to all occupants of their rights to relocate to a Replacement Unit, as well as fair and equitable procedures for adjudicating disputes regarding an occupant’s right to a Replacement Unit or relocation payments. Accordingly, the rights of any occupant of the Project Site to challenge his or her status as an Existing Tenant, to challenge his or her seniority in the To-Be Replaced Building (and, if applicable, a person’s seniority within an Existing Tenant if the Existing Tenant is more than one person), or to challenge the assignment of Replacement Units shall be limited to those expressly granted in this Section 4. If any such occupant(s) of the Project Site files such dispute with the Rent Board in the manner and within the timeframes permitted by this Section 4, and such dispute has not reached a final, binding, and non- appealable conclusion prior to the latter of (i) all disputes between the partiesdate upon which Developer issues a Lease Termination Notice to any tenant in a To-Be-Replaced Building, including those relating in order to permit Developer to demolish such To-Be-Replaced Building, Developer shall have the existence and validity right to relocate such occupant(s) to another unit of this Release Agreement and any similar size on the Project Site until such dispute as to the arbitrability of a matter under this provisionis final, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsbinding, and hereby waives non-appealable. Once the defense outcome of inconvenient forum to such dispute is final, binding, and non-appealable, the maintenance of occupant shall assigned any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration rights accorded them pursuant to this Section 74; provided, however, that if the Employee prevails on such occupant thereby qualifies for a specific Replacement Unit in a Replacement Building into which Relocated Tenant(s) have already relocated and occupy, such occupant shall qualify for (i) any dispute covered by this provisionremaining Replacement Units in such Replacement Building, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses(ii) relocation payments, no later than thirty or (30iii) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided a Replacement Unit located in Section 1.7 a to-be-constructed Replacement Building that is of the Severance Agreement, hereby waives any rights that might otherwise exist with respect type and size for which they qualify pursuant to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingSection 4.3.4 and Table 4.3.4.

Disputes. 6.2.1 The parties hereby consent and Parties agree that (i) to attempt to resolve all disputes between arising out of the parties, including those relating SCPSA Generator Interconnection Procedures according to the existence and validity provisions of this Release Agreement and any dispute as to section. 6.2.2 In the arbitrability event of a matter under this provisiondispute, either Party shall provide the other Party with a written notice of dispute. Such notice shall describe in detail the nature of the dispute. 6.2.3 If the dispute has not been resolved within ten (10) Business Days after receipt of the notice, shall be referred to a designated senior representative of the Authority and a senior representative of the Customer for resolution on an informal basis as promptly as practicable. In the event the designated representatives are unable to resolve the dispute within thirty (30) days [or such other period as the Parties may agree upon by mutual agreement], such dispute shall be submitted to full arbitration and binding resolved in accordance with the arbitration procedures set forth in Section 6.2.4. 6.2.4 Any arbitration initiated under this Section 6.2.4 shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten (10) days of the referral of the dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) days select a third arbitrator to chair the arbitration panel. In either case, the arbitrators shall be knowledgeable in electric utility matters, including electric distribution issues, and shall not have any current or past substantial business or financial relationships with any Party to the arbitration (other than previous arbitration experience). The arbitrator(s) shall provide each of the Parties an opportunity to be heard and, except as otherwise provided herein, shall generally conduct the arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association Association. Unless otherwise agreed, the arbitrator(s) shall render a decision to disputes under this Section 6.2.4 within ninety (“AAA”90) days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of the SCPSA Generator Interconnection Procedures and any agreement entered into under its Employment Arbitration Rules the SCPSA Generator Interconnection Procedures and Mediation Procedures, provided, however, that this provision shall not require arbitration have no power to modify or change any of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court above in any action or proceeding provided for under Section 1.7 manner. The decision of the Severance Agreement or with respect to enforcement of any judgment arbitrator(s) shall be final and binding upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party Parties. Each Party shall be responsible for its own costs incurred during the arbitration process and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expensesfollowing costs, no later than thirty if applicable: (30A) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 the cost of the Severance Agreement, hereby waives any rights that might otherwise exist with respect arbitrator chosen by the Party to resolution sit on the three member panel and one half of disputes between them, including with respect the cost of the third arbitrator chosen; or (B) one half the cost of the single arbitrator jointly chosen by the Parties. 6.2.5 Each Party agrees to the right to request a jury trial or other court proceedingconduct all negotiations in good faith.

Disputes. The parties hereby consent and agree that any and all disputes, controversies or claims of any nature whatsoever relating to, or arising out of, this Agreement or Executive’s employment, whether in contract, tort, or otherwise (i) all disputes between including, without limitation, claims of wrongful termination of employment, claims under Title VII of the partiesCivil Rights Act, including those relating to the existence and validity of this Release Agreement Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any dispute as to the arbitrability of a matter under this provisionother laws dealing with employees’ rights and remedies), shall be submitted to full and binding settled by mandatory arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Judicial Arbitration Association (“AAA”) under & Mediation Services, Inc. pursuant to its Employment Arbitration Rules & Procedures (the “Rules”) and Mediation Proceduresthe following provisions: (A) a single arbitrator (the “Arbitrator”), provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits mutually agreeable to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of Company and Executive, shall preside over the Severance Agreement or arbitration and shall make all decisions with respect to enforcement the resolution of the dispute, controversy or claim between the parties; (B) in the event that the Company and Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the “Arbitrator” for the purposes of this Section 9; (C) the place of arbitration shall be Dallas, Texas unless mutually agreed otherwise; (D) judgment may be entered on any judgment upon the award rendered by the arbitrators, Arbitrator in any federal or state court having jurisdiction over the parties; (E) all fees and hereby waives expenses of the defense of inconvenient forum Arbitrator shall be subject to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s JAMS Employment Arbitration Rules & Procedures; (F) the decision of the Arbitrator shall govern and Mediation Procedures, (iv) judgment shall be conclusive and binding upon the award rendered parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the arbitrators may Arbitrator; and (H) this provision shall be entered enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any court having jurisdiction thereoflegal action brought in violation of the duty to arbitrate. The parties hereby acknowledge that it is their intent to expedite the resolution of any dispute, (v) except as otherwise required by applicable law controversy or claim hereunder if the circumstances, dispute, controversy, claim and schedules of the parties lend themselves to render an expedited resolution and that the Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant construed to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the preclude Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial from obtaining injunctive or other court proceedingequitable relief to secure specific performance or to otherwise prevent Executive’s breach of Section 8 of this Agreement.

Disputes. The (A) In the event of a dispute arising between Buyer and Seller, which is not disposed of by agreement, Seller shall request a final written decision from Buyer's Procurement Manager. If the parties hereby consent and can’t agree that (i) on a dispute resolution process or otherwise resolve a dispute, the parties agree to be bound by binding arbitration of all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute described as to the arbitrability of a matter under this provision, follows: (a) All disputes arising from or in connection with these Terms shall be submitted to full and binding arbitration pursuant to the applicable Law and Venue clause hereof by three independent arbitrators in accordance with the Commonwealth commercial arbitration rules of Virginiathe American Arbitration Association; (b) Either Party may demand such arbitration in writing, before which demand shall include the name of the arbitrator appointed by the Party demanding the arbitration and a panel statement of three the matter in controversy; (c) Within ten days after such demand, the other Party shall name its arbitrator, and the two arbitrators and administered so named shall select a third arbitrator within ten days or, in lieu of an agreement on the third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, Association. If a second arbitrator is not selected within the time provided, howeverthe first arbitrator shall serve as sole arbitrator; (d) The arbitrators shall have the power to determine the procedure to be followed, that this provision whether discovery is to be allowed and to what extent, and to establish a schedule for resolving the controversy, but they shall not require arbitration have no power to alter, change, amend, modify, or subtract from, any of the provisions of these Terms or to award any claim which, by law, cannot punitive or exemplary damages; (e) The decision of a majority of the arbitrators shall be the subject decision of the arbitrators; (f) All decisions shall be in writing; and (g) The parties agree that the provisions hereof shall be a compulsory arbitration agreementcomplete defense to any suit, (ii) notwithstanding the foregoingaction, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court proceeding instituted in any action federal, state, or proceeding provided for under Section 1.7 of the Severance Agreement local court or before any administrative tribunal with respect to enforcement any controversy or dispute arising out of these Terms, that judgment may be rendered in any judgment upon the court of competent jurisdiction on any award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered made by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputethese Terms, and (vi) each party has knowingly and voluntarily agreed to enter into this that the arbitration clause and, except as provided in Section 1.7 provisions hereof shall survive the termination of the Severance Agreement, hereby waives an Order for any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingreason.

Disputes. The parties hereby consent and agree that (i) all disputes Except as set forth in this Section 6, any dispute, claim or difference arising between the partiesParties including any dispute, including those relating to the existence and validity claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe JAMS. The arbitration shall be held Richmond, before Virginia unless the Parties mutually agree otherwise. Nothing contained in this Section 6 shall be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator shall be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that any Party has acted in bad faith, the arbitrator shall have the discretion to require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision shall not require arbitration of discovery, the award of any claim whichremedies or penalties, by or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Section 6 unenforceable under applicable law. As to claims not relating to Employment Laws, cannot be the subject arbitrator shall have the authority to award any remedy or relief that a Court of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State could order or Federal court in any action or proceeding provided for under Section 1.7 grant. The decision and award of the Severance Agreement arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or with respect otherwise modify the provisions of this Agreement. Either Party to enforcement of any judgment upon the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and agree that Executive (i) all disputes between each a "Party," and jointly, the parties"Parties"), including those relating to the existence and validity any dispute, claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe Judicial Arbitration and Mediation Services, before Inc. ("JAMS"). The arbitration will be held Chicago, Illinois unless the Parties mutually agree otherwise. Nothing contained in this Paragraph 13 will be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law ("Employment Law"), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent and shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between executives or other persons who have authority to settle the controversy. If they are unable to resolve their dispute through negotiations, the parties agree that (i) all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any legal action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement this Agreement must be brought in the New York Supreme Court, New York County, New York or in the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, the Co-Manager and the Corporation irrevocably submit to the exclusive jurisdiction of such courts, and to appellate courts therefrom, for purposes of legal actions and proceedings hereunder and, in the case of any judgment upon such legal action or proceeding brought in the award rendered by the arbitratorsabove-named New York courts, and hereby waives the defense of inconvenient forum irrevocably consent, during such time, to the maintenance service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to the parties at their respective addresses as provided herein, or by any other means permitted by applicable law. If it becomes necessary for the purpose of service of process out of any such courts, the Co-Manager or the Corporation, as the case may be, shall take all such action as may be required to authorize a special agent to receive, for and on behalf of it, service of process in any such legal action or proceeding, and shall take all such action as may be necessary to continue said appointment in full force and effect so that the Co-Manager and the Corporation will at all times have an agent for service of process for the above purposes in the State of New York. To the extent permitted by law, final judgment against the Co-Manager or the Corporation in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on an unsatisfied judgment. TO THE EXTENT THAT THE CO-MANAGER OR CORPORATION HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY OF THE ABOVE- 105 NAMED COURTS OR FROM ANY LEGAL PROCESS THEREIN, THE CO-MANAGER AND THE CORPORATION HEREBY IRREVOCABLY WAIVE SUCH IMMUNITY, AND HEREBY IRREVOCABLY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING BROUGHT HEREUNDER IN ANY OF THE ABOVE-NAMED COURTS (iiiI) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation ProceduresANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, (ivII) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereofTHAT IT OR ANY OF ITS PROPERTY IS IMMUNE FROM THE ABOVE DESCRIBED LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, OR OTHERWISE), (vIII) except as otherwise required by applicable law to render this Section 7 fully enforceableTHAT SUCH ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, each party shall be responsible for its own costs and expenses THAT VENUE FOR THE ACTION OF PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, OR (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedIV) ANY DEFENSE THAT WOULD HINDER OR DELAY THE LEVY, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingEXECUTION OR COLLECTION OF ANY AMOUNT TO WHICH EITHER PARTY HERETO IS ENTITLED PURSUANT TO A FINAL JUDGMENT OF ANY COURT HAVING JURISDICTION. THE CO-MANAGER AND THE CORPORATION EXPRESSLY ACKNOWLEDGE THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE AND HEREBY WAIVE ANY RIGHT WHICH IT MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

Disputes. The parties hereby consent Except as set otherwise set forth in this Agreement, any claims, disputes, actions, controversies or other matters (including, but not limited to, any dispute regarding the scope or applicability of this Section 7.07 or concerning the meaning of any provision of this Agreement) between or among the Parties of any nature whatsoever and agree that (i) all disputes between the parties, including those directly or indirectly arising out of or in any way relating to this Agreement (each, a “Dispute”) shall be resolved in accordance with this Section 7.07. The Parties intend that the existence and validity provisions of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Section 7.07 shall be submitted to full valid, binding, enforceable and binding arbitration in the Commonwealth irrevocable and will survive any termination of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association this Agreement. Each Party (“AAA”a) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the exclusive jurisdiction of the state courts located in New Castle County, Delaware or if such dispute may not be brought in such courts for jurisdictional reasons, United States District Court for the District of Delaware (the “Chosen Courts”); (b) irrevocably waives any Commonwealth of Virginia State or Federal court objection to laying venue in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceedingproceeding in the Chosen Courts; and (c) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over such Party. Each of the Parties irrevocably waives any objections or immunities to jurisdiction to which he, she or it may otherwise be entitled or become entitled (iiiincluding sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) either party in any Proceeding against him, her or it arising out of or relating to this Agreement or the Transaction which is instituted in any Chosen Court. Noteholders’ Representative hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any Proceeding against Noteholders’ Representative by serving a copy thereof upon Noteholders’ Representative or by sending copies thereof by a recognized next day courier service to Noteholders’ Representative. Noteholders’ Representative agrees that service of process may elect also be effected by certified or registered mail, return receipt requested, or by reputable overnight courier service, directed to invoke Noteholders’ Representative at the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules address set forth herein in Section 7.02, and Mediation Procedures, (iv) service so made shall be completed when received. Each Party agrees that a final judgment upon the award rendered by the arbitrators in any action so brought will be conclusive and may be entered enforced by suit on the judgment or in any court having jurisdiction thereof, (v) except as otherwise required by applicable other manner provided at law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided or in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingequity.

Disputes. (a) In the event of any dispute concerning the interpretation, breach or threatened breach of this Agreement, the parties shall each designate an executive, who shall then meet and confer, in confidence, to attempt in good faith to resolve all outstanding differences between the parties (and none of the proposals, counter-proposals or statements made during their negotiations shall be admissible for any purpose in any later proceeding). These discussions will be treated as confidential settlement discussions. (b) If negotiated resolution has not been reached within 14 days of commencement of such conversations, then either party may require the other to participate in nonbinding commercial mediation proceedings before a neutral mediator acceptable to each party. Each party will participate in such mediation in good faith in an effort to resolve their differences. The mediation will be treated as a confidential settlement discussion. The mediator will not testify for either party in any later proceeding related to the dispute. No recording or transcript will be kept of the mediation proceedings. Each party will bear its own expenses incurred in mediation. The fees and expenses of the mediator will be shared equally by the parties. (c) If the parties hereby consent are unable to resolve the dispute within 30 days of commencement of mediation (or within 30 days of commencement of discussions under Section 8.6(a) if no mediation is commenced), then (except as otherwise provided below) all disputes that arise from or relate to this agreement, including without limitation any issue regarding the extent to which any dispute is subject to arbitration and agree that the applicability or enforceability of these dispute resolution procedures, shall be decided by binding arbitration in Orange County, California under the Commercial Arbitration Procedures of the American Arbitration Association, before a sole arbitrator, who shall be an attorney or a retired judge with at least fifteen (15) years of legal experience with transactions similar to those contemplated by this Agreement. During the twenty (20) days following the commencement of an arbitration, the parties will consult to define and limit the issues and will exchange those documents or other evidence each intends to use at the arbitration to support its case, and provide each other with names of all proposed witnesses. Each party shall be entitled to select and take the deposition of no more than three (3) persons in connection with the arbitration. Each party shall cooperate fully in facilitating discovery. Evidence in the arbitration will be limited to statements of counsel, documents disclosed during the 20-day period mentioned above, written submissions of witnesses identified during such period, and live testimony of not more than three (3) witnesses for each side. The arbitrator's decision shall be final, and may be confirmed by the judgment of a court of competent jurisdiction. However, any dispute concerning Confidential Information or intellectual property may, at either party's election, be decided by a court of competent jurisdiction in Orange County, California, as provided below, and upon commencement of any such proceeding, any arbitration then pending shall be stayed, insofar as it concerns Confidential Information or intellectual property. The arbitrator shall have no power or authority to award exemplary or punitive damages, or non-monetary or equitable relief of any sort. Each party reserves the rights to (i) all seek provisional remedies from a court of competent jurisdiction and (ii) to litigate disputes between concerning Confidential Information or intellectual property in courts of competent jurisdiction, as provided below. All aspects of the parties, including those relating to the existence and validity of this Release Agreement arbitration and any dispute as to the arbitrability of a matter under this provision, award shall be submitted confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to full comply with legal or regulatory requirements. Before making any such disclosure, a party will give written notice to all other parties and binding arbitration in the Commonwealth of Virginia, before shall afford such parties a panel of three arbitrators and administered by the American Arbitration Association reasonable opportunity to protect their interests. (“AAA”d) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreementAll proceedings concerning (i) provisional remedies, (ii) notwithstanding the foregoinginterpretation, each party irrevocably submits to performance, breach or threatened breach of the jurisdiction parties' contractual and legal obligations concerning intellectual property and Confidential Information and (iii) confirmation of any Commonwealth arbitral award shall be litigated and decided exclusively in California or federal courts in Orange County, California. This choice of Virginia State venue is intended by the parties to be mandatory and not permissive, thereby precluding the possibility of litigation between the parties with respect to or Federal court arising out of this Agreement or any Statement of Work in any other jurisdiction or venue. Each party hereby waives any right it may have to assert the doctrine of FORUM NON CONVIENS or any similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the California and federal courts located in Orange County, California shall have IN PERSONAM jurisdiction over each of them (and their respective indemnitees) for the purpose of litigating any such dispute, controversy or proceeding. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this action by registered or proceeding provided certified mail, return receipt requested, postage prepaid, to its address for under Section 1.7 the giving of notices as set forth in this Agreement. Nothing herein shall affect the Severance Agreement or with respect to enforcement right of any judgment party to serve process in any other manner permitted by law. (e) In the event of any breach or threatened breach of Section 5.4, or the provisions of this Agreement concerning Confidential Information and intellectual property, the parties acknowledge that monetary damages may be an inadequate remedy and the innocent party may suffer irreparable harm. Accordingly, those provisions may be enforced, without following the alternative dispute resolution procedures set forth herein, by appropriate equitable relief pursuant to Section 8.6(d), upon a showing that the award rendered by the arbitratorsmoving party has no adequate legal remedy, is likely to suffer irreparable harm, and hereby waives satisfies other applicable requirements for equitable relief. (f) During the defense of inconvenient forum to the maintenance pendency of any such action arbitral or court proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for bear its own attorneys' fees and costs, and the parties shall each pay half the arbitration costs. The prevailing party in any arbitration or court proceeding under this Agreement will be entitled to recover its fees and costs and expenses incurred in the arbitration or proceeding (including attorneys’ fees)of any attorneys and arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expensescosts) from the non-prevailing party, provided that the arbitrator or judge has the discretion to determine that there is no later than thirty (30) days following any final resolution prevailing party or to eliminate or reduce the prevailing party's recovery of such dispute, its fees and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect costs to the right extent that the arbitrator or judge determines that full recovery thereof would be unreasonable or disproportionate to request a jury trial or other court proceedingthe harm suffered by the prevailing party.

Disputes. The parties hereby consent i. I agree that this application, any subsequent centre approval and qualification approval, and all aspects of the relationship between the applicant and Pearson (together the "Agreement") are governed by and shall be construed in accordance with English law;; ii. my Organisation submits to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with the Agreement or its subject matter (including its formation, enforceability, validity and interpretation);; iii. I agree that if any provision of the Agreement is or becomes, or is declared by any competent court or body to be, illegal, invalid or unenforceable under the law of any jurisdiction this shall not affect or impair the legality, validity or enforceability of the remaining provisions of the Agreement;; iv. my Organisation will notify Pearson in writing of any issues or concerns it has in respect of Pearson or its representatives promptly or within one month of becoming aware of such issues by completing the online complaints form available at xxxx://xxxxxxxxxxxxxx;;pearson;;com/en/support/contact-­us/feedback-­ and-­complaints;;html v. I agree that, following centre approval, if any dispute arises in connection with the Agreement (other than in respect of a decision by Pearson to withdraw centre approval for reasons set out below), the parties' respective representatives shall meet together as soon as reasonably possible, and in any event within two months of the dispute first being notified, and seek to resolve the dispute and agree that (i) all disputes between any necessary action, and if the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be settled by such discussions, the subject of dispute shall be referred to mediation before a compulsory arbitration agreementmutually agreed mediator, or if such mediator cannot be agreed, by a mediator appointed by Centre for Effective Dispute Resolution (ii) notwithstanding CEDR);; vi. I note that nothing in the foregoing, each party irrevocably submits to the jurisdiction Agreement limits Xxxxxxx'x liability for death or personal injury resulting from Xxxxxxx'x negligence or fraud;; vii. I agree that Xxxxxxx'x aggregate liability in respect of any Commonwealth loss or damage suffered by my Organisation and arising out of Virginia State or Federal court in connection with the Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any action or proceeding provided for under Section 1.7 other way, shall not exceed the amount of the Severance fees actually paid to Pearson under the Agreement;; viii. I understand that Pearson will not be liable for any loss of profits, business or opportunity, any loss of goodwill or reputation, or any indirect or consequential loss or damage suffered or incurred by my Organisation or any third party arising out of or in connection with the Agreement;; ix. I understand that these terms and conditions including any policies and procedures referred to herein and together with the centre approval application (as updated) that forms part of this Agreement constitutes the entire agreement and understanding between the parties and supersedes all previous agreements between the parties relating to its subject matter;; I acknowledge that, in signing this application, that I do not rely on and shall have no right or with remedy in respect to enforcement of any judgment upon the award rendered by the arbitratorsassurance, and hereby waives the defense of inconvenient forum to the maintenance statement, warranty or representation made (whether innocently or negligently) of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themperson, including with respect to a Pearson regional representative, but note that nothing in this paragraph excludes Xxxxxxx'x liability for fraud;; x. I understand that Pearson reserves the right to request a jury trial or other court proceedingvary these terms and conditions from time to time and will communicate variations to the terms electronically. The prevailing version of the terms and conditions will be published on the xxxx://xxxxxxxxxxxxxx.xxxxxxx.xxx website.

Disputes. 3.1 If Aleph Cayman and A15 are unable to agree the Put Option Statement, within fifteen (15) Business Days of Aleph Cayman’s receipt of A15’s Put Option Non-Acceptance Notice, the disputed matters may be referred for determination by either Aleph Cayman or A15 to Ernst & Young or, if Ernst & Young is unable or unwilling to act, an independent reputable firm of accountants of international standing to be agreed by Aleph Cayman and A15 in writing or, failing such agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the “Expert”). 3.2 The parties hereby consent and agree that (i) all disputes between the parties, including those relating following provisions shall apply in relation to the existence Expert: (a) within ten (10) Business Days of the Expert’s appointment, A15 and validity of this Release Agreement and any dispute as to Aleph Cayman shall each prepare a statement in writing on the arbitrability of a matter under this provision, disputed matters which (together with the relevant supporting documents) shall be submitted to full the Expert and binding arbitration simultaneously copied to the other Party; (b) each of A15 and Aleph Cayman shall be entitled to comment in writing once only on the Commonwealth other’s submission by written notice to the Expert no later than five (5) Business Days after receiving that submission, following which neither Party shall be entitled to make further statements or submissions other than in response to a request from the Expert; (c) in making its decision in relation to the dispute, the Expert shall be directed to apply: (i) such terms of Virginia, before a panel of three arbitrators and administered reference as are submitted jointly to it by the American Arbitration Association (“AAA”) under Parties in writing any time prior to its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be final decision in relation to the subject of a compulsory arbitration agreement, dispute; and (ii) notwithstanding subject to paragraph 3.2(c)(i) above, such terms of reference as it deems reasonably appropriate; (d) in giving its determination, the foregoing, each party irrevocably submits Expert shall state what adjustments (if any) are necessary to the jurisdiction of any Commonwealth of Virginia State or Federal court Put Option Statement in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum relation to the maintenance disputed matters for the purposes of any such action or proceeding, this Agreement; (iiie) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party Expert shall be responsible for requested to notify Aleph Cayman and A15 of its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than decision within thirty (30) days following any Business Days of its appointment pursuant to this Schedule 7 (A15 Put Option), or such longer reasonable period as it may determine; (f) the Expert shall act as an expert (and not as an arbitrator) in making its determination; and (g) the Expert’s determination shall be final resolution and binding on the Parties in the absence of such dispute, manifest error or fraud and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect shall be applied to the right to request a jury trial or other court proceedingPut Option Statement which, as adjusted in the manner which the Expert has determined is necessary, shall constitute the Put Option Statement for the purposes of this Agreement.

Disputes. The parties hereby consent and agree that (ia) all disputes between the parties, including those Any dispute arising under or relating in any way to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in Denver, Colorado, or such other venue as the Commonwealth Parties may mutually determine, in front of Virginia, before a single arbitrator who is a member of the panel of three arbitrators and administered by former judges affiliated with the Judicial Arbiter Group (the "JAG"), in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA”) under its Employment Arbitration Rules then in effect, as the exclusive remedy for such dispute. Each Party shall submit a list of three names of proposed arbitrators from the JAG panel. If the Parties cannot mutually agree on an arbitrator from such lists, each Party shall strike two names from the other Party's list, and Mediation Proceduresthe arbitrator shall then be chosen at random by the JAG from the two remaining names. The Parties agree that such arbitration will be confidential and that no details, provideddescriptions, howeversettlements, that this provision or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other Party, unless required by law or in connection with enforcement of any decision in such arbitration. Any damages awarded in such arbitration shall be limited to the contract measure of damages, and shall not require arbitration include punitive damages. The award of the arbitrator may be entered as a judgment in any claim whichcourt of competent jurisdiction. (b) The Company agrees to pay as incurred (within 10 days following the Company's receipt of an invoice from Executive), to the full extent permitted by law, cannot be all legal fees and expenses that Executive may reasonably incur as a result of any contest (regardless of the subject outcome thereof unless Executive's claim is determined by a court to have been frivolous or made in bad faith, in which case Executive shall make prompt reimbursement of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits such fees and expenses to the jurisdiction extent already paid by the Company and received by Executive) by the Company, Executive, or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any Commonwealth contest by Executive about the amount of Virginia State or Federal court any payment pursuant to this Agreement), plus, in each case, interest on any action or proceeding delayed payment at the applicable federal rate provided for under in Section 1.7 7872(f)(2)(A) of the Severance Agreement or with respect Internal Revenue Code of 1986, as amended. (c) The Company agrees to enforcement of any judgment upon reimburse Executive for the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to incurred by Executive in negotiating this Section 7; providedAgreement, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputefurther agreements attached hereto, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except the press statement attached as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themExhibit D hereto, including with respect but not limited to the right to request a jury trial or other court proceedingfees of Executive's legal and public relations advisors.

Disputes. The parties hereby consent and agree that (i) all disputes between A. In the partiesevent of any dispute, including those controversy, or claim arising out of or relating to this Agreement, the existence and validity of this Release Agreement and any Parties shall make good faith efforts to resolve the dispute as to within ten (10) Business Days following the arbitrability delivered date of a matter under written notice of the Dispute by a Party. If the Parties are unable to resolve the dispute within this provisiontimeframe, it shall be submitted referred to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee officers for the Employee’s reasonable attorneys’ fees Parties, who shall negotiate and legal expenses, no later than attempt in good faith to resolve the dispute. If the Parties have not resolved the dispute within thirty (30) days following any final after the dispute was referred to officers of the Parties, or such longer period as the Parties may mutually agree is necessary to achieve resolution of such the dispute, such Party may then seek any and (vi) each party has knowingly all available legal and voluntarily agreed equitable remedies in a court of competent jurisdiction, but nothing herein shall limit a Party’s right to enter into this arbitration clause and, except as provided in Section 1.7 initiate litigation prior to the expiration of the Severance Agreementtime periods set forth herein, hereby waives if application of statutes of limitations would prevent a Party from filing a lawsuit within the time permitted by Applicable Law for filing lawsuits, or as necessary to seek injunctive relief. B. If multiple Disputes arise under this Agreement or any rights that might otherwise exist Related Agreement and no Party has initiated litigation with respect to resolution any then-active Dispute, the Parties shall work in good faith to consolidate into a single Dispute all then-active Disputes for the purposes of disputes between themresolving the Disputes together in accordance with the process outlined in Section XXII(A). If multiple suits have been instituted under this Agreement or any Related Agreement, including with respect the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations under this Agreement and the Related Agreements, then any Party may request that all such proceedings be consolidated into a single proceeding. Such request to consolidate litigation shall be directed to a court, judge, or other decisionmaker overseeing the litigation. The parties agree that nothing in this Agreement is (i) intended to limit any rights to consolidation that state or federal procedural rules may provide or (ii) intended to foreclose such consolidation. Notwithstanding the foregoing, the Parties reserve the right to request a jury trial oppose consolidation where such consolidation would result in material increased costs or other court proceedingdelay in the resolution of particular suits.

Disputes. The parties hereby consent Any dispute that may arise under this Escrow Agreement with respect to (a) any Notice by Purchaser or Escrow Committee; (b) the delivery, ownership, or right to possession of the Escrowed Funds or any portion thereof; (c) the instructions given to the Escrow Agent; and agree that (d) any other questions arising under this Agreement, shall be settled by (i) all disputes between mutual agreement of the partiesparties to such dispute (evidenced by appropriate instructions in writing to the Escrow Agent jointly by the Purchaser and the Escrow Committee, upon which the Escrow Agent may rely) or (ii) by a binding and final arbitration in accordance with the rules and procedures of the American Arbitration Association, whose determination shall be final and conclusive. The Purchaser shall cooperate in the voluntary exchange of information to expedite any such arbitration, including those relating without limitation, providing access to the existence Surviving Corporation's tax and validity of this Release Agreement financial information as required to verify occupancy tax matters. The Arbitration shall be conducted in New York City and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators who shall be recognized as experts in the New York City Commercial Real Estate Market and administered issues related thereto, one of which shall be selected by Purchaser, one of which shall be selected by the American Arbitration Association (“AAA”) Escrow Committee and the third of which shall be selected by the first two. The Escrow Agent shall be under its Employment Arbitration Rules no duty to institute or defend any such proceedings and Mediation Procedures, provided, however, that this provision shall not require arbitration none of the costs and expenses of any claim whichsuch proceedings shall be borne by the Escrow Agent. Prior to the settlement of any dispute as provided in this Section 5, by lawthe Escrow Agent is authorized and directed to retain in its possession, cannot be without liability to anyone (but subject to Section 4.4 hereof), the portion of the Escrowed Funds that is the subject of or involved in the dispute. The Escrow Agent shall be entitled to rely on a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 copy of the Severance Agreement or arbitration award with respect to enforcement of any judgment upon the award rendered such dispute delivered to it and certified as true and correct by the arbitratorsprevailing party. If the Purchaser is the prevailing party in any such dispute, and hereby waives the defense of inconvenient forum it shall be entitled to recover as an addition to the maintenance Escrowed Funds distributable pursuant to the final resolution of any such action or proceedingthe Contingency in dispute, (iii) either party may elect Escrowed Funds equal to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own all reasonable costs and expenses (including attorneys’ fees)of legal fees, incurred by Purchaser in connection with the dispute. If the Shareholders are the prevailing party in any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, they shall be entitled to recover from the Purchaser, all reasonable costs and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themexpenses, including legal fees and Escrow Agent fees and expenses incurred by the Shareholders in connection with respect to the right to request a jury trial or other court proceedingdispute. SECTION 6.

Disputes. The parties hereby consent Subject to Section 5.6, this Section 7 applies to any controversy or claim between you and agree that (i) all disputes between the parties, including those Company or its affiliates arising out of or relating to or concerning this Agreement or any aspect of your employment with the existence and validity Company, its affiliates or Volcano or the termination of this Release Agreement and any dispute as that employment (together, an “Employment Matter”). Subject to the arbitrability provisions of a matter under Section 5.6 and this provisionSection 7, shall any Employment Matter will be submitted to full and binding finally settled by arbitration in the Commonwealth County of Virginia, before a panel of three arbitrators and San Diego administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation Proceduresthen in effect. However, provided, however, that this provision shall not require arbitration of any claim which, by law, canthe rules will be modified in the following ways: (i) the decision must not be a compromise but must be the subject adoption of a compulsory arbitration agreementthe submission by one of the parties, (ii) notwithstanding each arbitrator will agree to treat as confidential evidence and other information presented, (iii) a decision must be rendered within 15 business days of the foregoingparties’ closing statements or submission of post-hearing briefs and (iv) the arbitration will be conducted before a panel of three arbitrators, each party one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 20 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association). You or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of San Diego to enforce any arbitration award under this Section 7. You and the Company irrevocably submits submit to the exclusive jurisdiction of any Commonwealth state or federal court located in the County of Virginia State San Diego over any Employment Matter that is not otherwise arbitrated or Federal court in any action or proceeding provided for under resolved according to Section 1.7 7. Each of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsus hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby waives the defense agree that mailing of inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators proceeding in any manner as may be entered permitted by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs valid and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingsufficient service thereof.

Disputes. The parties hereby consent and agree that (i) all disputes Except as expressly set forth elsewhere in this Agreement, it is mutually agreed between the partiesparties that arbitration shall be the sole and exclusive remedy to redress any dispute, including those relating claim or controversy (hereinafter referred to as "grievance") involving the existence and validity interpretation of this Release Agreement and any dispute as to or the arbitrability terms, conditions or termination of a matter under this provisionAgreement or the terms, conditions, or termination of the Consultant's Services with the Corporation. It is the intention of the parties that the arbitration award shall be submitted to full final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. Any and all grievances shall be disposed of as follows: (a) Any and all grievances must be submitted in writing by the aggrieved party. Within 30 days following the submission of the written grievance, the party to whom the grievance is submitted shall respond in writing. If no written response is submitted within 30 days, the grievance shall be deemed denied. (b) If the grievance is denied, either party may, within 30 days of the denial, refer the grievance to arbitration in Detroit, Michigan. Any grievance shall be deemed waived unless presented within the Commonwealth time limits specified herein. The arbitrator shall be chosen in accordance with the Voluntary Labor Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association Association, then in effect. If the Consultant prevails under the grievance, the Corporation shall bear the expenses of the arbitration (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, including the reasonable attorneys' fees of the Consultant); provided, howeverfurther, that this provision shall not require arbitration of any claim which, by law, cannot be in the subject of a compulsory arbitration agreement, (ii) notwithstanding event the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceableCorporation prevails, each party shall be responsible for bear its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if of the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputearbitration, and any expenses not properly allocable to one party shall be borne jointly in equal parts. (vic) each party has knowingly and voluntarily agreed The arbitrator shall not have jurisdiction or authority to enter into change any of the provisions of this arbitration Agreement by alterations of, additions to or subtractions from the terms hereof. The arbitrator's sole authority shall be to interpret or apply any clause and, except or clauses of this Agreement. (d) Except as provided in Section 1.7 Sections 4 and 5 hereof, the parties stipulate that the provisions hereof, and the decision of the Severance Agreement, hereby waives any rights that might otherwise exist arbitrator with respect to resolution any grievance, shall be the sole and exclusive remedy for any alleged breach of disputes between them, including with respect to the right to request a jury trial or other court proceeding.consulting relationship. The parties 49

Disputes. The parties hereby consent and agree that (ia) all All material disputes arising between the partiesParties concerning validity, including those relating construction or effect of this Agreement or the rights and obligations created hereunder shall be promptly brought to the existence attention of the account managers first. The account managers shall then discuss the disputes and validity of this Release Agreement and attempt to reach resolution thereof. If the account managers shall have reached a resolution upon any dispute as such dispute, then they shall submit their instructions to the arbitrability of a Parties for implementation thereof. If the account managers are unable to reach any resolution within two (2) weeks, or such additional time as they may determine, then the matter under this provision, shall be submitted referred to full each of the respective top management officers of JVC and binding Nikola, consisting of President of JVC and the CEO of Nikola (each, the “Top Management”) who then shall discuss the matter and attempt to reach a resolution upon such matter. If the Top Management shall have reached a resolution, then they shall submit their instructions to the Parties for implementation. If the Top Management are unable to reach any resolution within two (2) weeks, or such additional time as they may determine, the matter shall be resolved in accordance with Section 15.1 b) hereof. (b) If a dispute is not resolved pursuant to Section 15.1 a) within the period provided therein, any party or Party may demand arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) LCIA under its Employment rules presently in force (the “Rules”). The decision of the arbitration panel shall be final and binding on the Parties, and it will not be subject to any appeal or proceedings to vacate. The arbitration award may be enforced in any court of competent jurisdiction. The situs of the arbitration and any evidentiary proceedings shall be London and all proceedings and submissions shall be in the English language. The panel may conduct proceedings in other locations if necessary for the taking of evidence or as otherwise agreed by the Parties involved in such arbitration. The arbitration panel shall consist of three members, one to be appointed by Nikola, one to be appointed by JVC, and the third arbitrator, who shall preside over the arbitration panel, to be chosen by the two Party-appointed arbitrators. If either Nikola or JVC fails to appoint an arbitrator or the two Party-appointed arbitrators fail to appoint the third within the time periods prescribed below, then the appointments shall be made by the Secretariat of the LCIA pursuant to the Rules. Arbitration Rules may be commenced by any Party by giving written notice setting out the nature of the dispute to each other Party and Mediation Proceduresto the LCIA pursuant to the Rules. Within 5 calendar days of such notice, providedthe party demanding arbitration shall appoint its arbitrator. Within 15 calendar days of that appointment, howeverthe other party shall appoint its arbitrator. Within 30 calendar days after the appointment of both Party-appointed arbitrators, that this provision those two Party- appointed arbitrators shall not require arbitration of any claim which, appoint the third arbitrator. Except as required by applicable law, cannot be none of Nikola, JVC or the subject arbitration panel may disclose the existence, content or results of a compulsory the arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits unless and to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise extent that disclosure is required by applicable law or is necessary for permitted court proceedings. The arbitration panel shall be authorized to render award monetary damages and to grant injunctive relief, including interim relief pending the final award. Any interim or provisional measure in the form of conservatory or injunctive relief ordered by the arbitration panel shall, to the extent permitted by applicable law, be deemed a final arbitration award for purposes of enforceability. For the avoidance of doubt, nothing in this Section 7 fully enforceable, each should be interpreted to preclude any party from seeking interim relief from a court of competent jurisdiction prior to the formation of the arbitration panel. Any monetary award may include interest and shall be responsible for its own costs stated and expenses (including attorneys’ fees)of any payable in U.S. currency. The arbitration pursuant panel is not authorized to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial award punitive or other court proceedingexemplary damages.

Disputes. The parties (a) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THAT OTHERWISE RELATES TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. (b) For all purposes of this Agreement, and for all purposes of any action or litigation arising out of or relating to the transactions contemplated hereby consent or for recognition or enforcement of any judgment, each party hereto submits to the exclusive personal jurisdiction of the courts of the State of Delaware and agree the federal courts of the United States sitting in the State of Delaware, and hereby irrevocably and unconditionally agrees that any such Action shall be heard and determined only in such Delaware court or, to the extent permitted by law, in such federal court. Each Party hereto agrees that a final judgment in any such action or litigation may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law. (c) Each Party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so: (i) all disputes between any objection which it may now or hereafter have to the parties, including those laying of venue of any action or litigation arising out of or relating to the existence and validity of this Release Agreement and or any dispute as to the arbitrability of a related matter under this provision, shall be submitted to full and binding arbitration in any state or federal court located in the Commonwealth State of VirginiaDelaware, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of an inconvenient forum to the maintenance of any such action or proceedinglitigation in any such court. (d) In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines (iiiin a judgment not subject to further appeal or for which the time for appeal has expired) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Proceduresthat any Party has breached this Agreement, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party then such Party shall be responsible for its own costs liable and expenses pay to each non-breaching Party the reasonable legal fees incurred by such non-breaching Party in connection with such litigation, including any appeal therefrom. (including attorneys’ fees)of any arbitration pursuant e) Each Party hereto irrevocably consents to this Section 7; providedservice of process by registered mail, howeverreturn receipt requested, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 6.1. Nothing in this Agreement will affect the right of any Party hereto to serve process in any other manner permitted by applicable law. (f) Notwithstanding any other provision of this Agreement to the contrary, the Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy, and no other adequate remedy would exist at law or in equity, in each case in the event that at any time during the Term any of the Severance Agreementprovisions of this Agreement were not performed by any Investor in accordance with their specific terms or were otherwise breached by any Investor (or any Investor threatens such a breach). It is accordingly agreed that, hereby waives during the Term, (i) Eldorado shall be entitled at its election to seek an injunction or injunctions to prevent any rights that might otherwise exist with respect breach of this Agreement and to resolution seek to enforce specifically the terms and provisions hereof in any federal or state court described in Section 6.8(b), this being in addition to any other remedy to which Eldorado is entitled at law or in equity and (ii) each Investor will waive, in any action for specific performance, the defense of disputes between them, including with respect to the right to request adequacy of a jury trial or other court proceedingremedy at law.

Disputes. (a) The parties hereby consent and agree that (i) all disputes between to negotiate in good faith to resolve any dispute among them regarding this Agreement. If the parties, including those relating negotiations do not resolve the dispute to the existence and validity reasonable satisfaction of this Release Agreement and any dispute as all Parties to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than within thirty (30) days following of notification of the dispute in writing by one party delivered to the other Party, the dispute shall be referred to arbitration under Section 8(b). (b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties hereto shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator. If either Party to the arbitration does not appoint an arbitrator who has consented to participate within the said thirty (30) day period, the relevant appointment shall be made by the Chairman of the HKIAC. (c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 8, including the provisions concerning the appointment of arbitrators, the provisions of this Section 8 shall prevail. (d) Each party shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the party receiving the request. (e) The award of the arbitration tribunal shall be final resolution and binding upon and the exclusive remedy of the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such disputeaward. (f) Any party to the dispute shall be entitled to seek preliminary injunctive relief, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andif possible, except as provided in Section 1.7 from any court of competent jurisdiction pending the constitution of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingarbitral tribunal.

Disputes. The parties hereby consent LIGAND, the JV, and ALRT on the one hand and FOUNDATION and/or SRI on the other agree that (i) all disputes between upon request of any party to arbitrate any dispute arising under Sections 6.12 and 6.13 concerning the parties, including those relating scope of LIGAND's option arising under Section 6.01 as it relates to the existence and subject matter of any invention, discovery or development made during the Option Term as defined in Section 9.01. The arbitrator of such a dispute will have no right to consider the validity of this Release Agreement any patent included in the Ligand Patented Technology or any other factor affecting the scope of the option except whether the disputed invention, discovery or development was enabled by, reduced to practice or otherwise derived from or facilitated by an act or acts within the claims of the Ligand Patented Technology. FOUNDATION and/or SRI will not be permitted any discovery in the arbitration. LIGAND and/or the JV and/or ALRT will be permitted to discover, absent a showing of good cause, only the laboratory notebooks and other records of FOUNDATION and/or SRI and take the deposition of FOUNDATION and/or SRI scientists concerning conception and reduction to practice of the invention, discovery or development and use of Ligand Patented Technology and to depose custodians of records or other persons necessary to authenticate or corroborate FOUNDATION and/or SRI records concerning such conception and reduction to practice and use of Ligand Patented Technology and to take the testimony of any witness for impeachment purposes. The burden of proof in any such arbitration will be on FOUNDATION and/or SRI and by a preponderance of the evidence. The arbitration shall be binding, except that a Party may contend in any dispute as concerning the result thereof that the arbitrator acted outside of the scope authorized by this Section 8.01, and unless another procedure is agreed upon by the parties thereto shall be conducted before a single impartial arbitrator selected by the Parties or, if they are unable to the arbitrability agree within fifteen (15) days of a matter demand, selected under this provision, shall be submitted to full and binding arbitration in the Commonwealth Commercial Arbitration Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) and conducted under its Employment Arbitration Rules and Mediation Procedures, provided, however, that those rules except as modified or limited by this provision shall not require Section 8.01. The award in the arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by enforced in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render over the parties. Any arbitration under this Section 7 fully enforceable, each party 8.01 shall be responsible conducted in San Diego, California. A demand for its own costs and expenses arbitration under this section will not be enforceable against another Party when a dispute otherwise subject to arbitration is combined with any other justiciable claim which (including attorneys’ fees)of any i) is not subject to a demand for arbitration pursuant to under this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, Agreement and (viii) each party has knowingly which is brought in any court having appropriate subject matter jurisdiction and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 jurisdiction over the parties. All expenses of the Severance Agreementarbitration including the reasonable attorney's fees of all parties, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to shall be borne by the right to request a jury trial or other court proceedinglosing party.

Disputes. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration. In such arbitration, the parties shall follow the American Arbitration Association's National Rules for the Resolution of Employment Disputes to the extent that those Rules are not inconsistent with the terms of this provision. Nothing contained in this Section shall preclude the Executive from pursuing proceedings that are mandatory for him to submit to any federal or state administrative body, including, but not limited to, claims required to brought first before the EEOC, the DOL, OSHA, the Workers' Compensation Commission, or the Employment Security Commission; provided, however, the parties agree that their intent is to have any disputes submitted to arbitration to the fullest extent permitted by law and not to use any of the above listed items as an attempt to avoid arbitration. The parties hereby consent further agree that: (1) no claim may be pursued by any party in arbitration which is barred by the applicable statute of limitations; (2) the arbitration shall be private and any award rendered by the arbitrator(s) shall be kept confidential by the parties (subject to disclosure under applicable securities laws or stock exchange rules), it being agreed that any claims arising out of or relating to this obligation, or the breach thereof by any party, shall be settled by arbitration in accordance with the terms of this Agreement; (3) if the arbitration involves claims or counterclaims, either of which exceed $100,000, the dispute shall be heard by three arbitrators: one party arbitrator selected by the Executive, one party arbitrator selected by the Company, and the third neutral selected by the two party arbitrators; (4) hearsay evidence shall not be presented by the parties or considered by the arbitrator(s), except that which would be permissible by the North Carolina Rules of Evidence in effect at the time of the arbitration; (5) the parties shall have the right at least sixty days in advance of the arbitration hearing to inspect originals and receive copies of all documents to be relied upon by the other party at the arbitration and shall also have the right, upon thirty days notice in writing to the other party, to request and then inspect and copy all relevant documents, it being agreed that the arbitrator(s) shall resolve any disputes concerning the relevance of documents to be produced and that the documents produced or relied upon by any party shall be subject to the same obligation of confidentiality as set forth above; (6) the parties shall have the right to take the deposition of any other party to the arbitration or the representative(s) of any party who have knowledge of any facts relating to the claims or counterclaims asserted or the defenses related thereto, provided that the number of depositions by any one party shall not exceed three in the aggregate; (7) where one party intends to rely upon the testimony of an expert or experts, the expert(s) must be disclosed at least ninety days in advance of the arbitration and the other party shall have the right within thirty days thereafter to take the deposition of the expert upon payment of the expert's reasonable fees for the in-deposition time of the expert, it being agreed that the other party who did not intend to use an expert until this disclosure occurred shall have thirty days after the deposition of the expert to disclose that party's expert and the other party shall be entitled to a deposition of the expert upon payment of the expert's reasonable fee for the in-deposition time of the expert; (8) the arbitrators may rule on pre-hearing disputes, but may only entertain motions for summary judgment and motions to dismiss to the extent agreed to by the parties in writing at the time of the arbitration; and (9) testimony by affidavit shall not be permitted at the arbitration. Before proceeding with arbitration as set forth in this Agreement, the parties agree that (i) all disputes between first to try in good faith to settle any dispute covered by this Agreement in mediation, which mediation shall be in accordance with procedures agreed to by the parties, including those relating to the existence and validity of this Release Agreement and any dispute or if no agreement can be reached, then as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Mediation Rules then in effect. The arbitration shall take place in or near Charlotte, North Carolina. The language to be used in the arbitral proceedings shall be English. The decision in such arbitration shall be final, conclusive and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be binding on the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any parties and judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators decision may be entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render . All payments due under the portions of this Section 7 fully enforceable, each party Agreement not the subject of the arbitration proceedings shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to paid when due. Notwithstanding the above, nothing in this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then Agreement shall prevent the Company shall reimburse or the Employee for the Employee’s reasonable attorneys’ fees Parent from immediately seeking injunctive relief, specific performance or other remedies to enforce and legal expenses, no later than thirty (30) days following any final resolution protect its or their rights under Section 6 of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives expressly including without limitation any rights that might otherwise exist with respect to resolution breach or violation of disputes between themSections 6.1, including with respect to 6.2, 6.3 or 6.4 by the right to request a jury trial or other court proceedingExecutive.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesAny controversy, including those claim or dispute arising out of or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall be submitted to full and settled by binding arbitration in Jackson, Mississippi. Such arbitration shall be conducted in accordance with the Commonwealth then prevailing commercial arbitration rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”), with the following exceptions if in conflict: (a) under one arbitrator shall be chosen by AAA, (b) each party to the arbitration will pay its Employment Arbitration Rules pro rata share of the expenses and Mediation Proceduresfees of the arbitrator, provided, however, that this provision shall not require together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, party if written notice (ii) notwithstanding the foregoing, each party irrevocably submits pursuant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Arbitrator’s rules and regulations) of the Severance Agreement or with respect proceeding has been given to enforcement of any judgment upon the award such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrators, arbitrator shall be final and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules conclusive and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by in any court having jurisdiction thereofthereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party claims or disputes shall be responsible for its own costs and expenses (including attorneys’ fees)of settled in this manner in lieu of any arbitration pursuant to this Section 7; providedaction at law or equity, provided however, that if the Employee prevails on any dispute covered by nothing in this provision, then the Company subsection shall reimburse the Employee be construed as precluding brining an action for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to injunctive relief or other equitable relief. The arbitrator shall not have the right to request a jury trial award punitive damages or other court proceedingspeculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY: (A) IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO; AND (B) AGREES AND SUBMITS TO THE JURISDICTION AND VENUE OF STATE AND U.S. FEDERAL COURTS HAVING WITHIN THEIR JURISDICTION THE LOCATION OF XXXX.XXXXX’S PRINCIPAL PLACE OF BUSINESS AS THE SOLE JURISDICTION AND VENUE FOR ACTIONS RELATED TO THE SUBJECT MATTER HEREOF SHALL BE BOTH PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE THAT PROCESS MAY BE SERVED IN THE MANNER PROVIDED HEREIN FOR GIVING OF NOTICES OR OTHERWISE AS ALLOWED BY MISSISSIPPI STATE OR U.S. FEDERAL LAW. ADDENDUM NO. 1 TO EXHIBIT A: 911 Services Definitions.

Disputes. The parties (a) In the event any Party commences any Action in connection with or relating to this Agreement, the Parties hereby consent and agree that (i) all disputes between agree that any Action shall be instituted exclusively in the partiesCourt of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any state or federal court within the State of Delaware) (such courts, including those relating to appellate courts therefrom, the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAASpecified Courts”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement), (ii) notwithstanding agree that in the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance event of any such litigation, proceeding or action, the Parties will consent and submit to personal jurisdiction in the applicable Specified Court and to service of process upon them in accordance with the rules and statutes governing service of process (it being understood that nothing in this Section 9.11(a)shall be deemed to prevent any Party from seeking to remove any action or proceedingto a United States federal court that is a Specified Court), (iii) either party agree to waive to the full extent permitted by Law any objection that they may elect now or hereafter have to invoke the Optional Rules for Emergency Measures venue of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Proceduresany Action in any such court or that any such Action was brought in an inconvenient forum, (iv) judgment upon the award rendered agree as an alternative method of service to service of process in any legal proceeding by the arbitrators may be entered by any court having jurisdiction thereofmailing of copies thereof to such party at its address set forth in Section 9.5 for communications to such Party, (v) except agree that any service made as otherwise required by applicable law to render this Section 7 fully enforceable, each party provided herein shall be responsible for its own costs effective and expenses binding service in every respect and (including attorneys’ fees)of vi) agree that nothing herein shall affect the rights of any arbitration pursuant Party to this Section 7effect service of process in any other manner permitted by Law. The Parties agree that a final trial court judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that if nothing in the Employee prevails on foregoing shall restrict any dispute covered party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (b) Notwithstanding anything in Section 9.11(a) to the contrary, each of Sellers and Buyer hereby irrevocably agrees that any Action against any Financing Related Party in any way relating to this Agreement, any of the transactions contemplated by this provisionAgreement or the Financing shall be brought only to the exclusive jurisdiction of the Supreme Court of the State of New York, then County of New York, or, if under applicable law exclusive jurisdiction is vested in the Company shall reimburse Federal courts, the Employee United States District Court for the Employee’s reasonable attorneys’ fees Southern District of New York (and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingappellate courts thereof).

Disputes. The parties hereby consent Except as set otherwise set forth in this Agreement, any claims, disputes, actions, controversies or other matters (including, but not limited to, any dispute regarding the scope or applicability of this Section 7.8 or concerning the meaning of any provision of this Agreement) between or among the Parties of any nature whatsoever and agree that (i) all disputes between the parties, including those directly or indirectly arising out of or in any way relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or other than with respect to enforcement of any judgment upon the award rendered by the arbitratorsNon-Competition Agreements) (each, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iiia “Dispute”) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may shall be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render resolved in accordance with this Section 7 fully enforceable, each party 7.8. The Parties intend that the provisions of this Section 7.8 shall be responsible for its own costs valid, binding, enforceable and expenses irrevocable and will survive any termination of this Agreement. If any Party wishes to assert a Dispute, such Party will promptly notify the other Parties in writing of such Dispute (including attorneys’ fees)of provided that any arbitration pursuant failure or delay by a Party to notify any other Party of such Dispute shall not be deemed a breach of this Section 7; provided, however, that if 7.8 unless such failure or delay causes actual and material prejudice to such other Party) and the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee Parties will attempt for the Employee’s reasonable attorneys’ fees and legal expenses, no later than a period of thirty (30) days following to resolve any final resolution such Dispute promptly by negotiation between the Parties (with executives who have authority to settle such Dispute) (the “Negotiation Period”). After the expiration of the Negotiation Period, any such disputeDispute shall be resolved pursuant to this Section 7.8 by traditional court proceedings. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or if such dispute may not be brought in such court for jurisdictional reasons, in the United States District Court in Wilmington, Delaware (the “Chosen Courts”); (b) irrevocably waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (vic) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over such Party. Each of the Severance Agreement, hereby Parties irrevocably waives any rights objections or immunities to jurisdiction to which he, she or it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any Proceeding against him, her or it arising out of or relating to this Agreement or the Transaction which is instituted in any Chosen Court. Seller shall promptly and unconditionally designate, appoint and empower National Registered Agents, Inc., 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, XXX as its designee, appointee and agent (the “Agent”) to receive for and on its behalf service of any and all legal process, summons, notices and documents that might otherwise exist may be served in any Proceeding brought against Seller in any Chosen Court with respect to resolution their obligations, liabilities or any other matter arising out of disputes between themor in connection with this Agreement and the Transaction and that may be made on such designee, including appointee and agent in accordance with respect legal procedures prescribed for in any Chosen Court. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, Seller agrees to promptly designate a new designee, appointee and agent in the State of Delaware on the terms and for the purposes of this Section 7.8 reasonably satisfactory to Buyer. Seller hereby irrevocably consents and agrees to the right service of any and all legal process, summons, notices and documents in any Proceeding against Seller by serving a copy thereof upon the relevant agent for service of process referred to request in this Section 7.8 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by sending copies thereof by a jury trial recognized next day courier service to Seller at their address specified or designated pursuant to this Agreement. Seller agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any Proceeding based thereon. Seller agrees that service of process may also be effected by certified or registered mail, return receipt requested, or by reputable overnight courier service, directed to Seller at the address set forth herein in Section 7.2, and service so made shall be completed when received. Each Party agrees that a final judgment in any action so brought will be conclusive and may be enforced by suit on the judgment or in any other court proceedingmanner provided at law or in equity. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesSubject to Section 13(c)(ii), including those any dispute, controversy or claim arising out of or relating to this Agreement or the existence and validity Executive’s employment with any member of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall Company Group will be submitted to full and binding finally settled by arbitration in New York, New York before, and in accordance with the Commonwealth of Virginia, before a panel of three arbitrators and administered by the then-existing American Arbitration Association (“AAA”) under its Employment Arbitration Rules Rules. The arbitration award shall be final and Mediation Proceduresbinding on both parties. Any arbitration conducted under this Section 13(c) shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, providedthe Arbitrator shall have the power to (A) gather such materials, howeverinformation, that this provision shall not require arbitration of any claim which, by law, cannot be testimony and evidence as the subject of a compulsory arbitration agreement, Arbitrator deems relevant to the dispute before him or her (ii) notwithstanding the foregoing, and each party irrevocably submits to will provide such materials, information, testimony and evidence requested by the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Arbitrator), and (B) grant injunctive relief and enforce specific performance. The decision of the Severance Agreement or with respect to enforcement of any Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereofof competent jurisdiction. (ii) Notwithstanding Section 13(c)(i) above, the Company (vand any member of the Company Group) except as otherwise required by applicable law may make an application for, and obtain, judicial emergency or temporary injunctive relief to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of enforce any arbitration pursuant to this Section 7of the Restrictive Covenants; provided, however, that if the Employee prevails on remainder of any such dispute covered by (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty Section 13(c). (30iii) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter By entering into this Agreement and entering into the arbitration clause andprovisions of this Section 13(c), except as provided THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (iv) Nothing in this Section 1.7 of 13(c) shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the Severance other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The Any dispute or controversy between the parties hereby consent in relation to or arising out of the existence, interpretation, validity, breach, or termination of this Agreement (a “Dispute”) shall be exclusively, definitely and agree that finally settled through arbitration by Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (“HKIAC Rules”) in accordance with the following: (a) All procedures in any such arbitration shall be conducted in English and a daily transcript in English of such proceedings shall be prepared. (b) There shall be three (3) arbitrators, each of whom shall be an attorney qualified to practice law and fluent in English and shall be appointed as follows: (i) The parties shall, within thirty (30) days of the date on which the Dispute was referred to arbitration, each appoint one (1) arbitrator, who shall jointly appoint the third arbitrator, who shall chair the arbitration panel and shall be a national of a country other than the U.S.A. and China. All arbitrators appointed to preside over a Dispute shall be and remain at all disputes between times impartial and independent of the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, . (ii) notwithstanding the foregoing, each If either party irrevocably submits fails to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 appoint an arbitrator within thirty (30) days of the Severance Agreement or with respect date on which the Dispute was referred to enforcement arbitration, the Chairman of any judgment upon the award rendered by HKIAC shall appoint the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, missing arbitrator. (iii) either party may elect If the appointed arbitrators are unable to invoke agree on the Optional Rules for Emergency Measures third (3rd) arbitrator within thirty (30) days of Protection provided under their appointment, then the AAA’s Employment Arbitration Rules and Mediation Procedures, Chairman of the HKIAC shall appoint the third (iv3rd) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, arbitrator. (vc) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party Discovery shall be responsible for its own costs and expenses permitted. (including attorneys’ fees)of d) Any award in the arbitration proceeding shall be rendered in English. (e) In any arbitration pursuant to this Section 79.9, the arbitrators are not empowered to award: (i) Punitive, exemplary or consequential damages and the parties hereby waive any right to recover such damages except in the event that one of the parties is found liable for fraud or intentional misconduct; providedand (ii) any equitable remedies except to the extent that such remedies enforce the obligations of this Agreement. (f) The arbitrators shall decide in the award the allocation of costs, howeverincluding the arbitrators’ fees, expenses for translators and translations required in connection with the arbitration and all other costs to which the Dispute may give rise. (g) The venue and seat of the arbitration shall be Hong Kong. The award of the arbitrators shall be final, binding and without appeal. Any award of the arbitrators may be enforced by any court having jurisdiction over the party against which the award has been rendered, or wherever assets of that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such disputeparty are located, and shall be enforceable in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (vi) each party has knowingly and voluntarily agreed 1958). A court may refuse to enter into this arbitration clause andenforce any award rendered in accordance herewith, except as provided in Section 1.7 if it finds that any of the Severance Agreement, hereby waives any rights that might otherwise exist with respect arbitrators appointed to resolution preside over the Dispute are not independent or impartial of disputes between them, including with respect to the right to request a jury trial or other court proceedingparties.

Disputes. The parties hereby consent (a) Before any arbitration pursuant to Section 8.11(b), the Company, the Rights Agent and agree that the Holder Representative will negotiate in good faith for a period of thirty (i30) days to resolve any controversy or claim arising out of or relating to this Agreement or the breach thereof. (b) Any and all disputes between the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter arising under this provision, Agreement (including but not limited to any claims brought by the Holder Representative on behalf of the Holders) shall be submitted to full settled by final and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Commercial Arbitration Rules and Mediation ProceduresRules, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon except as modified herein. Judgment on the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators arbitrator may be entered by in any court having jurisdiction thereof. In any arbitration under this Section 8.11(b), the number of arbitrators will be one, and such arbitrator will be selected in accordance with the AAA’s Commercial Arbitration Rules. The place of the arbitration will be [Dallas, Texas]. The arbitrator will be a lawyer or retired judge with experience in the fintech industry and with mergers and acquisitions. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. The hearing shall not last longer than two days, with each hearing day lasting no longer than eight (v) except 8) hours. The arbitrator shall agree to these limits prior to accepting appointment. Except as otherwise may be required by applicable law law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the other parties (provided that the Holder Representative may disclose to render this Section 7 fully enforceablethe Holders any such information without the consent of the Company). The fees and expenses of the arbitration, each party shall be responsible for its own including the costs and expenses (including attorneys’ fees)of any arbitration pursuant billed by the arbitrator in connection with the performance of its duties described herein, will be paid by the non-prevailing party, as determined by the arbitrator, in proportion with the extent to this Section 7which the prevailing party prevails, and the remainder of such costs and expenses will be paid by the prevailing party; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 expenses of the Severance Agreementarbitration incurred by the Holder Representative shall be offset against any CVR Payment Amount, hereby waives if any. Each party will be responsible for its own attorney fees, expenses and costs of investigation provided, however, that any rights that might otherwise exist with respect to resolution of disputes between themsuch fees, including with respect to expenses and costs incurred by the right to request a jury trial or other court proceedingHolder Representative shall be offset against any CVR Payment Amount, if any.

Disputes. The parties hereby consent Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and agree that Executive (i) all disputes between each a “Party,” and jointly, the parties“Parties”), including those relating to the existence and validity any dispute, claim or difference arising out of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionAgreement, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginiathe Judicial Arbitration and Mediation Services, before Inc. (“JAMS”). The arbitration will be held Chicago, Illinois unless the Parties mutually agree otherwise. Nothing contained in this Paragraph 13 will be construed to limit or preclude a panel Party from bringing any action in any court of three arbitrators competent jurisdiction for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Each Party shall bear its own costs and administered fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresParties, provided, however, if the arbitrator determines that this provision any Party has acted in bad faith, the arbitrator shall not have the discretion to require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State one or Federal court in any action or proceeding provided for under Section 1.7 more of the Severance Agreement Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to enforcement claims that, but for this mandatory arbitration clause, could be brought against Company under any applicable federal or state labor or employment law (“Employment Law”), the arbitrator shall be granted and shall be required to exercise all discretion belonging to a court of competent jurisdiction under such Employment Law to decide the dispute, EXECUTIVE EMPLOYMENT AGREEMENT whether such discretion relates to the provision of discovery, the award of any judgment upon remedies or penalties, or otherwise and provided further that Company may be required to pay filing or administrative fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, the arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award rendered by of the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be arbitrator entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party . All aspects of the arbitration shall be responsible for its own costs considered confidential and expenses (including attorneys’ fees)of shall not be disseminated by any arbitration pursuant to this Section 7; provided, however, that if Party with the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 exception of the Severance Agreementability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, hereby waives any rights upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that might otherwise exist the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with respect to resolution the exception of disputes between them, including with respect to the right to request its subpoena by a jury trial or other court proceedingof competent jurisdiction in an unrelated proceeding brought by a third party.

Disputes. The parties hereby consent and agree that (iA) all disputes between the partiesany dispute or controversy arising under or in connection with this Agreement. (B) Any legal action concerning this Agreement, including those relating to the existence and validity other than a mediation or an arbitration described in paragraph (A) of this Release Agreement and any dispute as to Section 8, whether instituted by the arbitrability of a matter under this provisionCompany or the Executive, shall be submitted to full brought and binding arbitration resolved only in a state court of competent jurisdiction located in the Commonwealth of Virginiaterritory that encompasses the city, before a panel of three arbitrators county, or parish in which the Executive's principal residence is located at the time such action is commenced. The Company hereby irrevocably consents and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to and shall take any action necessary to subject itself to the personal jurisdiction of any Commonwealth of Virginia State or Federal that court and hereby irrevocably agrees that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in that court. The Company agrees that such court is a convenient forum, and hereby waives irrevocably agrees that all claims in respect of the action shall be instituted, heard, and determined in that court, and hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any such action other manner provided by law. (C) The Company shall pay all costs and expenses, including attorneys' fees and disbursements, of the Company and, at least monthly, the Executive in connection with any legal proceeding (including arbitration), whether or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered not instituted by the arbitrators may be entered by Company or the Executive, relating to the interpretation or enforcement of any court having jurisdiction thereofprovision of this Agreement, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, provided that if the Employee prevails Executive instituted the proceeding and the judge, arbitrator, or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, the Executive shall pay all costs and expenses, including attorneys' fees and disbursements, of Executive and the Company. The Company shall pay prejudgment interest on any dispute covered money judgment obtained by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution Executive as a result of such disputeproceeding, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as calculated at the rate provided in Section 1.7 1274(b)(2) (B) of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingCode.

Disputes. The parties hereby consent and Parties agree that (i) any and all disputes between the partiesdisputes, including those claims or controversies arising out of or relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Contract that are not resolved by their mutual agreement shall be submitted to full final and binding arbitration in San Diego County, California before JAMS, or its successor, pursuant to the Commonwealth United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either Party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment JAMS’ Streamlined Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration Procedures in effect at the time of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 filing of the Severance Agreement or demand for arbitration. The parties will cooperate with respect to enforcement JAMS and with one another in selecting an arbitrator from JAMS’ panel of any judgment upon the award rendered by the arbitratorsneutrals, and hereby waives in scheduling the defense arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs. The provisions of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators this paragraph may be entered enforced by any court having jurisdiction thereofof competent jurisdiction, (v) except and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys fees, to be paid by the Party against whom enforcement is ordered. Pending resolution of any dispute hereunder, Seller shall proceed diligently with the performance of work, including the delivery of goods in accordance with Purchaser’s direction, as long as Purchaser continues to pay Seller for Products accepted at the Contract price and as otherwise required by applicable law to render this Section 7 fully enforceablereasonably allowable for Seller under the circumstances. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL LAWS OF THE STATE OF CALIFORNIA AND, each party shall be responsible for its own costs and expenses ADDITIONALLY, WITH RESPECT TO PRODUCTS DELIVERED OUTSIDE THE UNITED STATES, THE UNITED STATES OF AMERICA (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingWITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS). THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

Disputes. The parties hereby consent (a) Contractor and Subcontractor agree that (i) time is of the essence with respect to this Subcontract; consequently, the Parties hereto agree to exercise their best efforts to settle or resolve all disagreements, questions, claims, controversies, or disputes between arising hereunder promptly and at the partieslowest level possible. If the Parties hereto should reach an impasse on an issue that is not resolved within 15 calendar days thereafter, including those relating the issue shall be referred immediately to the existence senior representatives of the Contractor and validity Subcontractor for decision. (b) In the event the senior representatives are unable to reach a decision within 15 days, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Release Agreement shall be brought in the United States District Court for the District of Maryland (or, if subject matter jurisdiction is unavailable, in the state courts of the State of Maryland), and any dispute as each of the parties hereto hereby consents to the arbitrability exclusive jurisdiction of a matter under this provisionsuch courts (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on Subcontractor anywhere in the world, whether within or without the State of Maryland. Without limiting the foregoing, Subcontractor agrees that service of process upon Subcontractor at the address referred to in the Subcontract Agreement, together with written notice of such service to Subcontractor, shall be submitted to full and binding arbitration in the Commonwealth deemed effective service of Virginiaprocess upon Subcontractor. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, before a panel of three arbitrators and administered by the American Arbitration Association WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (“AAA”c) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State Pending settlement or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance final decision of any such action dispute, Subcontractor shall proceed diligently with the performance of this Subcontract in accordance with the direction of Contractor and shall not be entitled to suspend or proceedingotherwise delay its performance of the Work. (d) If the Subcontract is a first tier subcontract issued under a Government prime contract, (iii) either party Contractor may elect consider requests from the Subcontractor to invoke appeal in Contractor’s name any final determination of the Optional Rules for Emergency Measures of Protection provided under Government Contracting Officer which affects the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7Subcontractor only; provided, however, that if the Employee prevails Subcontractor shall itself prosecute such appeal and pay any and all costs to Contractor (including reasonable attorney’s fees) in connection with or resulting from such appeal. Contractor, in its sole and absolute discretion, shall determine whether or not to grant such Subcontractor requests. The decision rendered in any such appeal shall be final and binding on any dispute covered by the Subcontractor. In the event the Subcontractor elects to appeal under this provision, then the Company decision of the court or board is binding on the Subcontractor and the remedies are exclusive. (e) Notwithstanding any other provision of this Clause N.17, in the event: a) Owner and Contractor become involved in any arbitration, mediation, litigation or other proceedings, and b) Contractor determines that it would be appropriate that disputes under this Subcontract be resolved in such dispute proceeding due to the existence of common issues of fact or law, Subcontractor shall reimburse consent to joinder to, and a consolidated resolution of issues in, that proceeding. Subcontractor hereby consents to such joinder and irrevocably waives any objection which it may now or hereafter have to the Employee bringing of any such action or proceeding in such jurisdiction, including any objection to the laying of venue based on the grounds of forum non conveniens and any objection based on the grounds of lack of in personam jurisdiction. (f) In the event Subcontractor submits or pursues a poorly substantiated or frivolous change order or claim against Contractor or Owner or their respective other contractors, Contractor shall be entitled to back-charge Subcontractor for all cost and expense (including but not limited to attorney’s fees) incurred by Contractor and/or Owner because of such change order or claim. In the Employeeevent Subcontractor should submits and/or pursues any such change order or claim against Contractor, Subcontractor shall pay to Contractor any and all costs and expenses (including but not limited to attorney’s reasonable attorneys’ fees and legal expensesfees) incurred in investigating and/or defending against and/or resolving such claim or change order, no later than within thirty (30) days following any final resolution after Contractor’s submission of such disputeits invoice (which may be interim or total) to Subcontractor therefor. (g) Any prime contract Disputes clause (e.g., and FAR 52.233-1) that may be flowed down to this Subcontract is for informational purposes only as this clause (viN.17) each party has knowingly and voluntarily agreed to enter into this arbitration applies. This clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of (Clause N.17) will govern disputes between themContractor and Subcontractor, including with respect to not the right to request a jury trial or other court proceedingprime contract Disputes clause.

Disputes. (a) The parties hereby consent Parties shall use their best efforts to resolve amicably any and agree that all disputes, controversies, claims or differences (i“DISPUTES”) all disputes between the parties, including those relating to this AGREEMENT. If either Party gives written notice to the existence other Party that a DISPUTE has arisen, and validity the Parties are unable within five (5) days of such written notice to resolve the DISPUTE, then it shall be referred to the Chief Executive Officers (or their designees) of the respective Parties. If the Chief Executive Officers (or their designees) of the respective Parties are unable within five (5) days to resolve the DISPUTE, then either Party may submit the DISPUTE to arbitration in accordance with the provisions of this Release Agreement and any dispute as Article 10.10(b). (b) Any DISPUTE that is not resolved pursuant to the arbitrability of a matter under this provisionArticle 10.10(a), shall be submitted to full and resolved by binding arbitration in the Commonwealth of Virginiaarbitration, before a panel of three arbitrators and which shall be administered by the American Arbitration Association (“AAA”) under its Employment and shall be conducted in accordance with the Commercial Arbitration Rules of the AAA (the “RULES”), as such RULES may be amended from time to time, with the hearing locale to be Baltimore, Maryland, unless some other location and/or arbitrator are chosen by mutual consent of the Parties. A single neutral arbitrator (the “ARBITRATOR”) shall preside over the arbitration and Mediation Proceduresdecide the Dispute (the “DECISION”). The AAA shall use its normal procedures pursuant to the Rules for selection of the ARBITRATOR. The DECISION shall be binding, providedand the prevailing Party may enforce such decision in any court of competent jurisdiction. The Parties shall cooperate with each other in causing the arbitration to be held in as efficient and expeditious a manner as practicable and, howeverin this connection, to furnish such documents and make available such Persons as the ARBITRATOR may request. The Parties have selected arbitration in order to expedite the resolution of DISPUTES and to reduce the costs and burdens associated with litigation. The Parties agree that this provision the ARBITRATOR should take these concerns into account when determining whether to authorize discovery and, if so, the scope of permissible discovery and other hearing and pre-hearing procedures. Without limiting any other remedies that may be available under applicable law, the ARBITRATOR shall have no authority to award punitive damages. The ARBITRATOR shall render a DECISION within ninety (90) days after accepting an appointment to serve as ARBITRATOR unless the Parties otherwise agree or the ARBITRATOR makes a finding that a Party has carried the burden of showing good cause for a longer period. All proceedings and decisions of the ARBITRATOR shall be maintained in confidence, to the extent legally permissible, and shall not require arbitration be made public by any Party or any ARBITRATOR without the prior written consent of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits all Parties to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause andarbitration, except as provided in Section 1.7 may be required by law. The expenses of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect arbitration shall be borne by the non-prevailing party to the right to request a jury trial or other court proceedingarbitration, including, but not limited to, the cost of experts, evidence and legal counsel.

Disputes. The parties hereby consent and agree that (iA) all disputes between Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the parties, including those relating Executive to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionCorporation either before suit thereupon is filed or within 20 business days thereafter, shall be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth Commercial Arbitration Rules of Virginia, the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators and administered sitting (i) if the Executive is employed by the American Arbitration Association Corporation or any Subsidiary at the time of the initiation of the arbitration, in the municipality in which the Executive's principal place of employment is located at the time, and (“AAA”ii) under its Employment Arbitration Rules and Mediation Proceduresif the Executive's employment with the Corporation or any Subsidiary has terminated prior to the time of initiation of-the arbitration, providedat a location which is within 50 miles of the location of the Executive's principal place of employment at the time of his termination of employment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The Executive shall, however, that be entitled to seek specific performance of the Corporation's obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this provision Agreement. Notwithstanding the foregoing,the Corporation shall not require be required to seek or participate in arbitration regarding any breach or threatened breach by the Executive of any claim whichhis obligations in Section 9, but may pursue its remedies for such breach in a court of competent jurisdiction in accordance with Section 11(B) below. (B) Any legal action concerning this Agreement, other than an arbitration escribed in paragraph (A) of this Section 11, whether instituted by lawthe Corporation or the Executive, cannot shall be brought and resolved only in a state court of competent jurisdiction located in the subject of a compulsory arbitration agreementterritory that encompasses the city, (ii) notwithstanding county, or parish in which the foregoing, each party Executive's principal residence is located at the time such action is commenced. The Corporation hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of any Commonwealth of Virginia State or Federal that court and hereby irrevocably agrees that all claims in any action or proceeding provided for under Section 1.7 respect of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsaction shall be instituted, heard, and determined in that court. The Corporation agrees that such court is a convenient forum, and hereby waives irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (C) To the fullest extent permitted by applicable law, the Corporation shall pay all costs and expenses, including attorneys' fees and disbursements, of the Corporation and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Corporation or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, provided that if the Executive instituted the proceeding and the judge, arbitrator, or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, the Executive shall pay all costs and expenses,including attorney's fees and disbursements, of the Executive and the Corporation. The Corporation shall pay prejudgment interest, compounded annually, on any money judgment obtained by the Executive as a result of such action or proceeding, calculated at the prime rate (as published in The Wall Street Journal) in effect as of the date the payment should otherwise have been provided. Any reimbursement or payment of amounts to the Executive provided under this Section 11(C), shall be subject to the following rules: (i) the expenses must be incurred at anytime from the date of this Agreement through the Executive's remaining lifetime or, if longer,through the 10th anniversary of the date of the Change in Control; (ii) the expenses shall be paid by the Corporation as incurred (within 10 days following the Corporation's receipt of an invoice from the Executive); provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iii) either party may elect the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules be provided, during any other calendar year; and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial reimbursement shall not be subject to liquidation or other court proceedingexchange for another benefit.

Disputes. The parties hereby consent and agree that (i) all disputes between In the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability event of a matter under dispute regarding the Account to Account Transfer Service, you and we agree to resolve the dispute by looking to this provisionAgreement. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, shall be submitted the party requesting relief may elect to full resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through Judicial Arbitration and binding arbitration in the Commonwealth of VirginiaMediation Services ("JAMS"), before a panel of three arbitrators and administered by the American Arbitration Association (“"AAA”"), or an established alternative dispute resolution (ADR) under its Employment Arbitration Rules and Mediation Proceduresadministrator mutually agreed upon by the parties. The parties agree that the following rules shall apply: (a) the arbitration may be conducted telephonically, providedonline and/or be solely based on written submissions, however, that this provision at the election of the party initiating the arbitration; (b) the arbitration shall not require arbitration of involve any claim whichpersonal appearance by the parties, their representatives or witnesses unless otherwise mutually agreed by law, canthe parties; (c) discovery shall not be permitted; (d) the subject matter shall be submitted for decision within ninety (90) days of a compulsory arbitration agreementinitiation of arbitration, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered unless otherwise agreed by the arbitratorsparties, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to arbitrator must render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than a decision within thirty (30) days following of submission; and (e) any award in such arbitration shall be final and binding upon the parties and may be submitted to any court of competent jurisdiction for confirmation. The parties acknowledge that remedies available under federal, state and local laws remain available through arbitration. NO CLASS ACTION, OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION. Law and Forum for Disputes. Unless our account agreement with you states otherwise, this Agreement shall be governed by and construed in accordance with the laws of the State in which you reside, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect. Unless our account agreement with you states otherwise, you agree that any claim or dispute you may have against us (other than those which are arbitrated under Section 35 (Arbitration) above) must be resolved by a court located in the county in which you reside. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all claims or disputes unless said claim is submitted to arbitration under Section 35 (Arbitration) of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Both parties agree to waive any right to have a jury participate in the resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into any dispute or claim between the parties or any of their respective Affiliates arising under this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding.

Disputes. The parties hereby consent and agree that (ia) all disputes between In the parties, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability event of a matter under dispute among the Parties arising out of, in connection with or in relation to this provisionAgreement, the Transaction Documents or the Contemplated Transactions, the matter, on written request of any Party, shall be submitted referred to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 representatives of the Severance Agreement or Parties for decision (the “Dispute Representatives”). The Dispute Representatives shall promptly meet in a good faith effort to resolve the dispute. (b) If the Dispute Representatives do not agree upon a decision within 30 calendar days after reference of the matter to them, then all actions with respect to any dispute arising out of, in connection with or in relation to this Agreement, the Transaction Documents or the Contemplated Transactions, and any Persons or matters in respect of the disputes, shall be fully and finally settled under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”) in force as of the Effective Date, which Rules are deemed to be incorporated by reference into this clause. The referral of such disputes to the ICC shall include, but is not limited to, any questions regarding the validity, interpretation, construction, performance and enforcement of this Agreement, any judgment upon Transaction Document, or the Contemplated Transactions, and all non-contractual obligations (if any) that may relate to this Agreement, any Transaction Documents, or the Contemplated Transactions. The arbitration shall be conducted in London. The arbitration shall be conducted in English, and all documents and other exhibits must be submitted in English. The arbitration will be conducted by three arbitrators. The Parties agree that one arbitrator shall be appointed by each of Seller and Purchaser, and the third presiding arbitrator shall be appointed by agreement of the two appointed arbitrators, failing which the third arbitrator shall be appointed in accordance with the Rules. The Parties agree that the award rendered by of the arbitratorsarbitrators shall be final and binding on the Parties, and hereby waives that nothing in this Section 11.11(b) limits the defense right of inconvenient forum a Party to bring Proceedings against the other Party in any courts of competent jurisdiction to enforce an arbitration award rendered in accordance with this Section 11.11(b). For the avoidance of doubt, to the maintenance extent any disputes relate to, arise out of or are in conjunction with any Transaction Document or the Contemplated Transactions, as set forth above, such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided disputes shall be consolidated into one proceeding under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable11.11(b), each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to in accordance with Rule 10 of the Rules. The provisions of this Section 7; provided, however, that if 11.11(b) shall apply to each Transaction Document regardless of whether such Transaction Document is executed and delivered on or after the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingInitial Closing Date.

Disputes. Mandatory, Bilateral Arbitration. ANY DISPUTE OR CLAIM IN CONNECTION WITH THIS AGREEMENT ("Dispute") SHALL BE RESOLVED ONLY BY FINAL AND BINDING BILATERAL ARBITRATION, except that each party retains the right to bring an individual action in a small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s Intellectual Property Rights. The parties hereby consent arbitrator’s decision and agree that award shall be final and binding, with some exceptions under the FAA (idefined below). Arbitration Rules. The Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA") applies to this agreement to arbitrate, and governs all disputes between questions of whether a Dispute is subject to arbitration. Unless otherwise agreed in writing in respect of a Dispute, the partiesarbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to JAMS Streamlined Arbitration Rules and Procedures ("JAMS Streamlined Rules"), as modified by this Agreement (this Section shall govern if it conflicts with any of the JAMS Streamlined Rules), and consistent with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness ("JAMS Consumer Fairness Standards"). The arbitrator must honor this Agreement (including without limitation all liability exclusions and limitations), and can award damages and relief, including those relating to the existence and validity of this Release Agreement and any attorneys’ fees authorized by Law. BY ENTERING INTO THIS AGREEMENT, YOU AND TONARA HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION (OR OTHER CLASS-WIDE PROCEEDING). Notwithstanding JAMS Streamlined Rule 8(b), any dispute as to the arbitrability of a matter under this provision, Dispute shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before resolved by a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided set forth in Section 1.7 of 22 below. No Class Arbitrations. THIS ARBITRATION AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF JAMS WOULD. RATHER, YOU AND TONARA ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS. FURTHER, AND UNLESS OTHERWISE AGREED IN WRITING IN RESPECT OF A DISPUTE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL PARTY’S DISPUTE WITH ANY OTHER PARTY’S DISPUTE(S), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING. Location. Unless otherwise agreed in writing, the Severance Agreementarbitration will take place in-person in New York City, hereby waives any rights that might otherwise exist with respect to resolution of disputes between themNew York, including with respect to the right to request a jury trial or other court proceedingUSA.