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 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 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 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 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 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 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 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 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 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 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 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. (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 (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. 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 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 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 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 International Commercial Arbitration( ICA ) located in the state of Nevada, U.S.A. (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 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 (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 (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. 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 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. 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 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 (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 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 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 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 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 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 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. Endeavour to agree If a dispute arises in any way related to this Agreement (other than any renewal of it or the fixing of any prices upon any renewal), the Parties shall in good faith endeavour to resolve the dispute by agreement. Senior Executives If the dispute is not promptly resolved, it shall be referred jointly to the Senior Executives named at Schedule 1: Quick Reference Information, clause 3. Mediation / arbitration If the dispute is unable to be resolved by agreement by Senior Executives, either Party may, in writing, request that the dispute be referred to mediation. The parties hereby consent and agree that (i) all disputes cost of the mediator will be shared equally between the partiesParties (50% paid by the Purchasers and 50% by the Provider). If the other Party does not wish the dispute to be referred to mediation or if it is not possible to agree on a mediator within 10 Working Days or to resolve the dispute through mediation, including those relating to either Party may refer the existence and validity of this Release Agreement and any dispute as to the arbitrability for determination by arbitration of a matter single arbitrator (to be appointed by the President of the New Zealand Law Society if not agreed within 10 Working Days of reference) under this provisionthe Arbitration Xxx 0000. Injunctive relief Notwithstanding clause 16.3, shall the Provider agrees that it may be submitted impossible to full measure in money the damage that would be suffered if the Provider fails to comply with any of the obligations imposed on it and binding arbitration that 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 event of any such failure, the Purchasers will be irreparably damaged and will not have an adequate remedy at law. The Purchasers shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, the Provider shall not raise the defence that there is an adequate remedy at law. The Parties to continue to comply with the Agreement Notwithstanding the existence of a dispute, the Parties shall continue to fully comply with their obligations under this Agreement in accordance with and subject to its provisions. Notices Sending All notices and other communications provided for or proceedingpermitted under this Agreement shall be sent by email, (iii) either party mail with postage prepaid or by hand delivery, as shown on the relevant addresses set out in Schedule 1: Quick Reference Information, clause 2 or to such other address or person as that Party may elect specify by notice in writing to invoke the Optional Rules for Emergency Measures others. Deemed time of Protection provided under giving All such notices or communications shall be deemed to have been duly given or made: four days after being deposited in the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered mail by the arbitrators may be entered sender with all postage prepaid on delivery when delivered by any court having jurisdiction thereofhand or on behalf of the sender if sent by email, in accordance with section 214 of the Contract and Commercial Xxx 0000. Deemed time (vdelivery or email) except as otherwise required Delivery by applicable law hand or transmission by secure email prior to render this Section 7 fully enforceable, each party 5.00 pm on a Working Day shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if deemed effected on 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 date of such disputedelivery or transmission, 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 delivery or other court proceeding.transmission after

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 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 (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 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 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 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 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 (a) All disputes and agree that (i) all disputes between other controversies arising out of or relating to this Agreement or the partiesbreach, termination or validity thereof, including those all issues relating to the existence and validity a Person’s ownership of this Release Agreement and or right to use any dispute as to the arbitrability of a matter Intellectual Property Rights under this provisionAgreement (each, a “Dispute”), shall be submitted finally resolved in accordance with the procedures set forth in this Section 9.7. (b) At such time as a Dispute arises, any Party may deliver notice of such Dispute in accordance with Section 9.3 (a “Dispute Notice”). Upon delivery of a Dispute Notice, the Dispute (unless concerning a Material Issue) will be referred to full and binding arbitration the designated representatives of the Parties set forth in Schedule 9.7(b) (the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAAFirst-Level Negotiators”) under its Employment Arbitration Rules for good faith discussion and Mediation Procedures, provided, however, that this provision shall not require arbitration negotiations for a period 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 from the date of receipt by a Party of the Dispute Notice (such period, including any extension thereof mutually agreed to by the Parties in writing, the “First-Level Negotiation Period”); provided that (i) if the Dispute concerns a Material Issue or (ii) the First-Level Negotiators are unable to resolve the Dispute to each Party’s satisfaction during the First-Level Negotiation Period, the Dispute will be referred to the senior management of the Parties (the “Second-Level Negotiators”) for good faith discussion and negotiations for a period of thirty (30) days from the date of receipt by a Party of the Dispute Notice regarding the Material Issue or the expiration of the First-Level Negotiation Period, as applicable (such period, including any extension thereof mutually agreed to by the Parties in writing, the “Second-Level Negotiation Period”). The Parties shall use commercially reasonable efforts to resolve any Dispute during the First-Level Negotiation Period and Second-Level Negotiation Period, as applicable. Any resolution by the First-Level Negotiators or Second-Level Negotiators that is reduced to writing and executed by the First-Level Negotiators or Second-Level Negotiators, as applicable, shall be final and binding on the Parties. If, and only if, the Second-Level Negotiators do not reach a mutually acceptable written 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 Dispute by the end of the Severance AgreementSecond-Level Negotiation Period, hereby waives without limiting any rights that might otherwise exist with respect right of a Party to terminate this Agreement pursuant to Article V, either Party may seek resolution of disputes between themthe Dispute through the courts pursuant to Section 9.8. (c) All offers, promises, conduct and statements, whether oral or written, made in the course of the Negotiation Period by any of the Parties or their agents, employees, experts or attorneys are confidential, privileged and inadmissible for any purpose, including with respect to impeachment, in any court proceeding involving the right to request Parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-disclosable as a jury trial or other court proceedingresult of its use in the negotiation.

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 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 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. Subject to Section 2.8(i), if Seller and Buyer are unable to mutually agree upon the Computed Amounts within twenty (20) days after receipt of an Earnout Protest Letter by Buyer, the Arbiter will be engaged by Seller and Buyer to determine the Computed Amounts. The parties hereby consent and agree that Arbiter: (i) all disputes between the parties, including those relating to the existence will be jointly engaged by Seller 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, Buyer; (ii) notwithstanding will be provided, within the foregoingten (10) Business Days of accepting the engagement, each party irrevocably submits with a definitive written statement from Seller and Buyer of their respective positions and a copy of the Earnout Statement and the Earnout Protest Letter; (iii) will be advised in the engagement letter that Seller and Buyer accept the Arbiter as the appropriate Person to interpret this Agreement for all purposes relevant to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 resolution of the Severance Agreement or Computed Amounts; (iv) will be granted access to all records and personnel of the Companies and (v) will have forty (45) days to carry out a review and prepare a written statement of its decision regarding the Computed Amounts, which shall be binding and final upon Seller and Buyer. Seller and Buyer shall each submit their proposed Computed Amounts to the Arbiter. In no event shall the Arbiter's determination be outside of the range of amounts claimed by the respective Parties with respect to enforcement those items in dispute. Each Party will be afforded the opportunity to present to the Arbiter any material such Party deems relevant to the determination. For the avoidance of doubt, the Arbiter shall have no authority to interpret the legal provisions of this Agreement except for the calculation of the Computed Amounts and definitions contained (whether directly or indirectly) therein. The decision of the Arbiter shall be final and binding upon the Parties except in the event of manifest error (in which case the relevant part of the Arbiter's determination shall be void and the matter shall be remitted to the Arbiter for correction) and shall be in substitution for and precludes the bringing of any judgment upon Proceedings by either Party, including in any court, in connection with any dispute under this Section 2.8. The fees and expenses of the award rendered Arbiter incurred in resolving the disputed matter shall be shared equally by Seller, on the arbitratorsone hand, and hereby waives Buyer, on 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 proceedinghand.

Disputes. The It is understood and agreed that, upon the request of any party to this Agreement, any dispute, claim or controversy of any kind, whether in contract or in tort, statutory or common law, legal or equitable, now existing or hereinafter arising between the parties hereby consent and agree that in any way arising out of, pertaining to or in connection with: (i) all disputes between the partiesthis Agreement, including those relating to the existence and validity of this Release Agreement and or any dispute as to the arbitrability of a matter under this provisionrelated agreements, 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 agreementdocuments or instruments, (ii) notwithstanding all past and present loans, credits, accounts, deposit accounts (whether demand deposits or time deposits), safe deposit boxes, safekeeping agreements, guarantees, letters of credit, goods or services, or other transactions, contracts or agreements of any kind, (iii) any incidents, omissions, acts, practices, or occurrences causing injury to any party whereby another party or its agents, employees or representatives may be liable, in whole or in part, or (iv) any aspect of the foregoingpast or present relationships of the parties, each shall be resolved through a two-step dispute resolution process administered by the Judicial Arbitration & Mediation Services, Inc. ("JAMS") as follows: B. Step I - Mediation. At the request of any party irrevocably submits to the jurisdiction dispute, claim or controversy, the matter shall be referred to the nearest office of any Commonwealth of Virginia State JAMS for mediation, which is an informal, non- binding conference or Federal court conferences between the parties in any action which a retired judge or proceeding provided for under Section 1.7 justice from the JAMS panel will seek to guide the parties to a resolution of the Severance Agreement case. C. Step II - Arbitration (Contracts Not Secured By Real Property). Should any dispute, claim or controversy remain unresolved at the conclusion of the Step I Mediation Phase, then (subject to the restriction at the end of this subparagraph) all such remaining matters shall be resolved by final and binding arbitration before a different judicial panelist, unless the parties shall agree to have the mediator panelist act as arbitrator. The hearing shall be conducted at a location determined by the arbitrator in Los Angeles, California (or such other city as may be agreed upon by the parties) and shall be administered by and in accordance with respect to enforcement the then existing Rules of Practice and Procedure of JAMS and judgement upon 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 any State or Federal Court having jurisdiction thereof. The arbitrator shall determine which is the prevailing party and shall include in the award that party's reasonable attorneys' fees and costs. This subparagraph shall apply only if, at the time of the submission of the matter to JAMS, the dispute or issues involved do not arise out of any transaction which is secured by real property collateral or, if so secured, all parties consent to such submission. As soon as practicable after selection of the arbitrator, the arbitrator, or the arbitrator's designated representative, shall determine a reasonable estimate of anticipated fees and costs of the arbitrator, and render a statement to each party setting forth that party's pro-rata share of said fees and costs. Thereafter, each party shall, within 10 days of receipt of said statement, deposit said sum with the arbitrator. Failure of any party to make such a deposit shall result in a forfeiture by the non-depositing party of the right to prosecute or defend the claim which is the subject of the arbitration, but shall not otherwise serve to abate, xxxy or suspend the arbitration proceedings. D. Step II - Trial By Court Reference (Contracts Secured By Real Property). If the dispute, claim or controversy is not one required or agreed to be submitted to arbitration, as provided in the above subparagraph, and has not been resolved by Step I mediation, then any remaining dispute, claim or controversy shall be submitted for determination by a trial on Order of Reference conducted by a retired judge or justice from the panel of JAMS appointed pursuant to the provisions of Section 638(1) of the California Code of Civil Procedure, or any amendment, addition or successor section thereto, to hear the case and report a statement of decision thereon. The parties intend this general reference agreement to be specifically enforceable in accordance with said section. If the parties are unable to agree upon a member of the JAMS panel to act as referee, then one shall be appointed by the Presiding Judge of the county wherein the hearing is to be held. The parties shall pay in advance, to the referee, the estimated reasonable fees and costs of the reference, as may be specified in advance by the referee. The parties shall initially share equally, by paying their proportionate amount of the estimated fees and costs of the reference. Failure of any party to make such a fee deposit shall result in a forfeiture by the non-depositing party of the right to prosecute or defend any cause of action which is the subject of the reference, but shall not otherwise serve to abate, xxxy or suspend the reference proceeding. E. Provisional Remedies, Self Help and Foreclosure. No provision of, or the exercise of any rights under any portion of this Dispute Resolution provision, shall limit the right of any party to exercise self help remedies such as set off, foreclosure against any real or personal property collateral, or the obtaining of provisional or ancillary remedies, such as injunctive relief or the appointment of a receiver, from any court having jurisdiction thereofbefore, (v) except as otherwise required during or after the pendency of any arbitration. At the Bank's option, foreclosure under a deed of trust or mortgage may be accomplished either by applicable law to render this Section 7 fully enforceableexercise of power of sale under the deed of trust or mortgage, each party or by judicial foreclosure. The institution and maintenance of an action for provisional remedies, pursuit of provisional or ancillary remedies or exercise of self help remedies 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 not constitute a waiver of the Severance Agreement, hereby waives right of any rights that might otherwise exist with respect party to resolution of disputes between them, including with respect submit the controversy or claim to the right to request a jury trial or other court proceedingarbitration.

Disputes. The parties hereby consent have mutually decided and agreed to resolve disputes as noted in Paragraph 13 and its subparts by binding arbitration. The parties have come to this mutually agreeable and voluntary decision due to the following reasons: (1) arbitration provides the opportunity to resolve disputes more efficiently than a court case; (2) arbitration may be less costly than a court case; and (3) to avoid the public forum for resolving what could be mutual and/or highly personal claims. The parties have negotiated over this arbitration agreement and agree that as noted below. (ia) all disputes Except as set forth in this Paragraph 13, any dispute, claim or difference arising between Company and Executive (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 Agreement, and any dispute as to the arbitrability of a matter under this provision, shall class or collective action 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. (b) 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 If there is a dispute between a Buyer Entity, on the one hand, and agree that Xxxxxxxx or a Xxxxxxxx Service Provider, on the other hand, regarding the amounts shown as billed to the Buyer on any Monthly Invoice, (i) all disputes between the partiesXxxxxxxx shall, including those relating where applicable and practicable, furnish or cause to be furnished to the existence Buyer additional supporting documentation to reasonably substantiate the amounts billed including listings of the dates, times and validity amounts of this Release Agreement the Transition Services in question, 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 Buyer Entities may withhold payment with respect to enforcement all or any portion of any judgment upon such invoiced amounts that such Buyer Entity believes in good faith are inaccurate or are otherwise not in accordance with the award rendered by terms of this Agreement until resolution in accordance with 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 procedures set forth below in this Section 7 fully enforceable5(b); provided that the Buyer Entities shall pay any undisputed portion of such amount in accordance with Section 5(a). Upon delivery of such additional documentation, each party Xxxxxxxx and the Buyer Entities shall be responsible for its own costs cooperate and expenses use their reasonable efforts to resolve such dispute. If they are unable to resolve their dispute within twenty (including attorneys’ fees)of any arbitration pursuant to this Section 7; provided, however, that if 20) business days of the Employee prevails on any dispute covered delivery of such additional supporting documentation by this provisionXxxxxxxx, then the Company dispute shall reimburse be referred for resolution by a firm of independent accountants of nationally recognized standing (the Employee for "Accounting Referee") to be selected in the Employee’s reasonable attorneys’ fees following manner: Xxxxxxxx will select three (3) candidates and legal expensesdeliver a written notice containing the names of such candidates to Buyer, no later than and within five (5) days of receiving such notice, Buyer will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by Xxxxxxxx or Buyer, or their respective Affiliates, in connection with the transactions contemplated under this Agreement or the Transaction Documents and may not have performed any material services on behalf of Xxxxxxxx or Buyer, or their respective Affiliates, during the five (5) years immediately preceding the date of this Agreement. The Accounting Referee shall determine the validity of the disputed amounts within thirty (30) days following of the referral of such dispute to such Accounting Referee. The determination of the Accounting Referee shall not require the Buyer Entities to pay more than the amount in dispute nor require any final Xxxxxxxx Service Provider to return any amount previously paid by the Buyer Entities. The determination of the Accounting Referee shall be finally binding. The fees and expenses of the Accounting Referee shall be borne (i) by the Buyer if the difference between the amount set forth in such determination by the Accounting Referee (the "Determination Amount") and the Buyer's estimation of what the invoice amount should have been (which the Buyer shall provide to the Accounting Referee at such time the dispute is referred to such Accounting Referee) is greater than the difference between the Determination Amount and the amount set forth on the Monthly Invoice, (ii) by Xxxxxxxx if the first such difference is less than the second such difference and (iii) otherwise equally by Xxxxxxxx and the Buyer; provided, if any invoice dispute is resolved in favor of the Buyer Entities and Buyer has paid such amount, Xxxxxxxx shall offset the amount of any overpayment against future invoices to Buyer; or, if there are no additional invoices to be paid, Xxxxxxxx shall refund any amount owed within fifteen (15) days of resolution of the dispute. Such offset or refund shall be credited or paid to Buyer together with interest at the Interest Rate from the date of overpayment to Xxxxxxxx until the date of such disputeoffset or refund. If a dispute is resolved in favor of Xxxxxxxx, Buyer shall, or shall cause the Buyer Entities to, pay interest on the undisputed amount of an invoice from the due date thereof up to and (vi) each party has knowingly including the date when such amount and voluntarily agreed interest thereon are paid in full, at the rate per annum equal to enter into this arbitration clause and, except the rate published as provided the "prime rate" in Section 1.7 The Wall Street Journal for the first business day of the Severance Agreementmonth in which such invoice is paid, hereby waives plus 2%, but in no event at any rights rate that might otherwise exist with respect to resolution of disputes between themis greater than the maximum interest rate allowed by applicable Laws (such rate, including with respect to the right to request a jury trial or other court proceeding"Interest Rate").

Disputes. The parties hereby consent Any disputes or disagreements arising in, or referred to, the Research Management Committee that cannot be resolved by the members of the Research Management Committee shall be referred to the Chief Executive Officer of ABX and agree that the Executive Vice President of Discovery (ior one of his or her direct reports) all disputes between of AZ for resolution. If such senior officers are unable to resolve any such dispute within [Confidential treatment requested] following the partiesdate of the meeting at which such dispute first arose, then (a) if such dispute relates to whether to designate a Proposed Antigen as a Prioritized Antigen, whether to designate a Prioritized Antigen as a Collaboration Antigen, the prioritization of Proposed Antigens and Prioritized Antigens for review, the selection of an Antibody as a Research Antibody, the prioritization of Research Programs with respect to Collaboration Antigens, the overall allocation of resources among the Research Programs, whether AZ is to perform an activity under a Research Program Work Plan, including those relating providing quantities of Antigen for immunization pursuant to Section 2.3.1, whether or not to designate a Research Antibody as a Candidate Drug or whether to perform additional work under a Research Program Work Plan (provided in no event shall ABX be required to perform more than [Confidential treatment requested] of such additional work in any year in the existence and validity aggregate as provided for herein, without its consent), AZ shall have the deciding vote, (b) if such dispute relates to any other matter other than a Party’s interpretation of, or any allegation of breach of, this Release Agreement and any Agreement, including a dispute as to what the arbitrability CDTP criteria should be for a particular Antigen, whether or not a Research Antibody meets or exceeds the applicable Candidate Drug Target Profile, then either Party shall have the right to refer such dispute to an Expert for expedited arbitration as set forth in Section 3.6.1, and (c) if such dispute relates to a Party’s interpretation of, or any allegation of a matter breach of, this Agreement, then either Party shall have the right to litigate such dispute in accordance with Section 20.1 or to pursue such other dispute resolution mechanism as the Parties may agree. The Parties acknowledge and agree that, subject to the provisions of this Section 3.6, ABX shall have the right to make day-to-day operational decisions regarding the implementation of each Research Program within the scope of the applicable Research Program Work Plan. 3.6.1 With respect to disputes under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered Section 3.6(b) above that are not resolved 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 applicable senior officers of the Severance Agreement Parties pursuant to Section 3.6 or any disputes with respect to enforcement of any judgment Additional Technology, Antibody Technology (other than Core Antibody Technology) or XenoMouse Methods (other than Core XenoMouse Technology) to be included in the applicable Research Program Work Plan or Development Program Work Plan pursuant to Sections 2.2.2(b), 2.2.3(b) and 5.3.1, upon the award rendered written request by the arbitrators, and hereby waives the defense of inconvenient forum either Party to the maintenance of any other Party, the Parties shall appoint a mutually acceptable, independent Third Party to resolve 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 7dispute; provided, however, that if in no event shall the Employee prevails on Parties utilize any Additional Technology, XenoMouse Methods (other than Core XenoMouse Technology) or Antibody Technology (other than Core Antibody Technology) in a Research Program Work Plan or Development Program Work Plan over the objection of AZ. Such independent Third Party shall have the scientific, technical and regulatory experience with respect to the research and development of antibody-based products necessary to resolve such dispute covered by this provision(an “Expert”). If the Parties cannot agree upon an Expert within [Confidential treatment requested] following the date of the meeting at which such dispute first arose, then such Expert shall be appointed by the Company Chief Executive Officer of ABX and the Executive Vice President of Discovery of AZ, provided that if such Parties cannot agree, each Party shall reimburse appoint one Expert and such Experts shall jointly appoint a third Expert, which Expert shall be the Employee sole Expert for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute. Within [Confidential treatment requested] after the appointment of such Expert, and (vi) the Parties shall each party has knowingly and voluntarily agreed simultaneously submit to enter into this arbitration clause and, except as provided in Section 1.7 the Expert a written statement of their respective positions on such dispute. Upon the receipt of the Severance Agreementwritten statements of both Parties, hereby waives the Expert shall promptly provide each Party with the written statement of the other Party. Each Party shall have [Confidential treatment requested] from receipt of the other Party’s submission to submit a written response thereto, which shall include any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to scientific and technical information in support thereof. The Expert shall have the right to request meet with the Parties, either alone or together, as necessary to make a jury trial or other court proceedingdetermination. No later than [Confidential treatment requested] after the designation of the Expert, the Expert shall make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most fair and reasonable to the Parties in light of the totality of the circumstances and shall provide the Parties with a brief written statement setting forth the basis of the determination in connection therewith. The decision of the Expert shall be final and conclusive, absent manifest error. The fees and costs of such Expert shall be borne by the Party whose proposed resolution was not accepted by the Expert.

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 and agree that (ia) all disputes between the partiesPaymentBanc shall have no responsibility whatsoever to receive, including those relating to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionconsider, 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 mediate or Federal court in any action or proceeding provided for under Section 1.7 of the Severance Agreement or act with respect to enforcement arguments, disagreements, controversies or disputes among Clinic, its customers, Covetrus, Servicer, and/or any other party (“Dispute(s)”), but shall only be responsible for allocating and disbursing funds on deposit in the Settlement Account as expressly set forth in the Agreement, with available Clinic Proceeds on hand in the Settlement Account or as directed in a written document agreed to and executed by Clinic. Except for forwarding information regarding deposits, debits, credits and disbursements and similar information provided to PaymentBanc, PaymentBanc shall not be called to testify and shall not be a party to any dispute between Clinic and Covetrus regarding the allocation of sales proceeds or any judgment upon the award rendered by the arbitratorsdispute between Clinic and Servicer regarding processing fees, and hereby waives the defense of inconvenient forum chargebacks or other transactions with Servicer or otherwise pursuant to the maintenance MPA. (b) While any legal proceeding between PaymentBanc and Clinic or concerning the terms of any the Agreement is pending, regardless of who 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 may be entered by initiated by, PaymentBanc shall have the option to stop further performance until the rights of all parties shall have been fully and finally adjudicated. (c) In the event of an unresolved dispute, PaymentBanc shall have the right to interplead into the custody of any court having jurisdiction thereofany part of or all of the balance of Clinic’s Share and to deduct from Clinic’s Share the fees and expenses incurred by PaymentBanc in filing such action. Upon filing such action, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party PaymentBanc shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7discharged from all further duties under the Agreement regarding the disbursement of funds; provided, however, that if PaymentBanc’s rights under the Employee prevails Agreement, including its right to be paid fees, the limitations on liability, and its right to be indemnified, shall remain in full force and effect. (d) Clinic hereby releases and shall indemnify, defend and hold harmless PaymentBanc and its officers, directors, members, owners (direct and indirect), employees, agents, and their respective estates, successors and assigns, from and against any dispute covered by this provisionand all claims, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ losses, damages, liabilities and expenses (including attorney fees and legal expenses, no later than thirty (30) days following incurred by any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except them as provided in Section 1.7 a result of the Severance Agreementnonfulfillment or breach of any covenant, hereby waives any rights that might otherwise exist with respect to resolution agreement or obligation of disputes between them, including with respect Clinic pursuant to the right to request Agreement. (e) PaymentBanc shall indemnify, defend and hold harmless Clinic (including any affiliated entity) its officers, directors, employees or agents and their respective estates, successors and assigns, from and against any and all claims, losses, damages, liabilities and expenses (including attorney fees and legal expenses) incurred by any of them as a jury trial result of any fraudulent, intentional or other court proceedinggrossly negligent act of PaymentBanc or any employee or agent of PaymentBanc.

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. 8.1.1 Any dispute arising out of this Schedule shall be referred to the determination of an independent surveyor acting as an arbitrator in accordance with the provisions of the Arbitration Xxx 0000 8.1.2 The parties hereby consent and agree that said surveyor shall be appointed (i) all in the absence of agreement} on the application of either party by or on behalf of the President for the time being of The Royal Institution of Chartered Surveyors 8.1.3 In the event of there being disputes between the parties, including those relating to the existence Landlord 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 two or more tenants 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 Building with respect to the right same Certificate, the Landlord shall be entitled to request require all such disputes to be consolidated before the same independent surveyor 8.1.4 The Tenant shall not be entitled to dispute or question the amount of any item in the Services Costs on the sole ground that it exceeds the amount shown in the relevant Estimate nor on the ground that it could have been provided or performed at lower cost 8.1.5 No dispute or question in relation to the contents of any Certificate shall be valid unless made by the Tenant in written notice specifying the item or items | disputed or questioned and served on the Landlord within one month of the service of the Certificate (time being of the essence) 8.1.6 No dispute or question affecting any Certificate or Statement shall entitle the tenant to withhold payment of the sums specified in paragraph 5.1.7 of this Schedule or any other sums payable under the terms of this Lease but if it shall be ascertained (by virtue of a jury trial determination under paragraphs 8.1.1 to 8.1.3 of this Schedule or other court proceeding.otherwise) that the Tenant has made any overpayment in respect of the Service Costs the Landlord shall repay the amount of the overpayment to the Tenant within 14 days THE SEVENTH SCHEDULE Clause 3.16: Authorised Guarantee Agreement THIS AGREEMENT is made on 19{ } - (1) {FIRST PARTY} of/(registered no. { } ) whose registered ---------------- office is at { } ("the Landlord" which expression ------------------- includes the person for the time being entitled to the reversion immediateiy expectant on the determination of the Term); and (2) {SECOND PARTY) of (registered no. { } ) whose registered ------------- office is at { } {"the Tenant" which expression -------------------- includes its successor or successors in title and permitted assigns)

Disputes. The parties hereby consent and agree that If the Representative timely delivers a Dispute Notice to Parent within the Dispute Period (i) all disputes between the parties, including those relating with a copy to the existence Escrow Agent if the Claim involves recovery against the Escrow Fund), Parent and validity of this Release Agreement the Representative shall promptly meet and any use their reasonable efforts to settle the dispute as to whether and to what extent the arbitrability Parent Indemnitees are entitled to indemnification hereunder on account of a matter under this provision, shall be submitted such Claim. If Parent and the Representative are able 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 reach agreement within thirty (30) days following after Parent receives such Dispute Notice, then the Representative and Parent shall deliver a joint written instruction to the Escrow Agent setting forth such agreement and instructing the Escrow Agent to pay to Parent from the Escrow Funds and, if applicable, the Founder Escrow Funds, an amount in accordance with such agreement. If Parent and the Representative are unable to reach agreement within thirty (30) days after Parent receives such Dispute Notice, then either Parent or the Representative may resort to other legal remedies in accordance with Section 11.12, subject to the limitations set forth in this Article IX. For all purposes of this Article IX (including those pertaining to disputes under this Section 9.5 and the substantiation of Claims set forth in any final Claim Notice), Parent and the Representative shall cooperate with and make available to the other party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as may be reasonably required and reasonably requested in connection with the resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided disputes and/or the substantiation of Claims set forth 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 Notice.

Disputes. The parties hereby consent (a) This Agreement shall be deemed to be made in and agree in all respects shall be interpreted, construed and governed by and in accordance with the Laws of the State of Delaware without regard to the conflict of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (ib) all disputes between Subject to Section 5.8 and the partiesother terms of this Agreement, including those any controversy or claim arising out of or relating to this Agreement, or the existence and breach, termination or validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provisionthereof, whether arising in contract or tort, shall be submitted to full settled by arbitration administered in accordance with the JAMS International Arbitration Rules. The number of arbitrators shall be three, one of whom shall be appointed by each of the Initial Members and binding arbitration in the Commonwealth third of Virginiawhom shall be selected by mutual agreement of the co-arbitrators with the input of the Initial Members, before a panel if possible, within 30 days of three arbitrators the selection of the second arbitrator and administered thereafter by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation Proceduresadministering authority. The place of arbitration shall be New York, 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 New York. The language 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 arbitration shall be English. The arbitration award rendered by the arbitrators shall be final and binding on the parties. Judgment on the award may be entered by in any court having jurisdiction thereof. (c) The parties to such arbitration shall keep any such arbitration confidential and shall not disclose to any Person, (v) except as otherwise other than those necessary to the proceedings, the existence of the arbitration, any information, testimony or documents submitted during the arbitration or received from any other party, a witness or the arbitrators in connection with the arbitration, and any award, unless and to the extent that disclosure is required by applicable law Law or is necessary for permitted court proceedings, such as proceedings to render this Section 7 fully enforceablerecognize or enforce an award. (d) The arbitrators shall award to the prevailing party its costs and expenses, each including its reasonable legal fees and other costs of legal representation, as determined by the arbitrators. If the arbitrators determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrators may award the prevailing party a corresponding percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. (e) Any party may make an application to the arbitrators or to any court of competent jurisdiction seeking any interim measures, including injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. 4859-2554-6723 v.3 (f) The procedures for the taking of evidence shall be responsible governed by the IBA Rules on the Taking of Evidence in International Arbitration. (g) The Parties waive any defense based on sovereignty, including immunity to arbitration, immunity to judicial proceedings to enforce or aid any such arbitration, and immunity to enforcement and execution of the award or any judgment thereon. This waiver includes pre-award and prejudgment attachments. (h) An arbitral tribunal constituted under this Agreement, or JAMS at any time prior to the arbitral tribunal being constituted, may, at the request of a party to the arbitration proceeding, consolidate the arbitration proceeding with any other arbitration arising under this Agreement or any related agreements, if the arbitration proceedings raise common questions of law or fact, and consolidation would not prejudice the rights of any party. If two or more arbitral tribunals under such agreements issue consolidation orders, the order issued by the arbitral tribunal first constituted shall prevail. In addition, any party may bring claims under such agreements. (i) The Company and the Members mutually consent and submit to the jurisdiction of the federal and state courts for its own costs and expenses (including attorneys’ fees)of New Castle County, Delaware for the purposes of confirming any arbitration award and entering judgment thereon 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 dispute14.7, 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 irrevocably waive any rights that might otherwise exist with respect to resolution of disputes between them, including with respect objection to the right to request a jury trial laying of venue of any such Proceeding in such court or other that any such court proceedingis an inconvenient forum. THE COMPANY AND THE MEMBERS ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS SECTION AND AGREE WILLINGLY TO ITS TERMS.

Disputes. The parties hereby consent and agree that (i) all disputes 11.1 If: 11.1.1 there is any dispute between the partiesOrganiser and the Exhibitor with regard to the interpretation of the contract the implementation hereof or the enforcement of the Organiser's rights in terms hereof; or 11.1.2 there is any dispute between the Exhibitor or any other Exhibitor at the exhibition in relation to any matter arising from their respective rights and obligations vis a vis the Organiser or with regard to the conduct of the exhibition generally; or 11.1.3 there is any dispute between the Exhibitor and the landlord in relation to any matter arising from their respective rights and obligations vis a vis the Organiser or with regard to the conduct of the exhibition generally; or 11.1.4 there is any dispute between the Exhibitor and a person attending the exhibition arising from his attendance at the exhibition; or Then: 11.1.5 there is a dispute between the Exhibitor and a designated contractor pursuant to the provisions of paragraph 5.8 above in relation to the preparation of the stand; 11.1.6 the Exhibitor shall forthwith notify the Organiser in writing of the full particulars of such dispute and the names and addresses of the parties thereto: 11.1.7 the Organiser shall have the right to declare that the whole or any portion of such dispute shall be referred to arbitration upon and subject to the terms and conditions recorded hereunder: 11.1.8 if the Organiser elects to refer such dispute to arbitration then the Exhibitor shall not be entitled to avail itself of any other legal remedy which it may have arising from such dispute unless the other protagonist/s in such dispute is/are for any reason not legally bound to abide by the decision of such arbitration: 11.1.9 if the other protagonist/s is/are not legally bound by such arbitration then the Exhibitor shall in any event refrain from instituting any legal proceeding against such protagonist/s until the exhibition has been completed unless such delay shall preclude the Exhibitor from obtaining substantial redress against such protagonist/s. 11.2 Any dispute referred to arbitration pursuant to the provisions of paragraph 11.1 above shall be dealt with in the following manner: 11.2.1 the Organiser shall at its discretion appoint the arbitrator who shall be an advocate of the Supreme Court who has practised as such for a period of no less than 5 (FIVE) years. 11.2.2 the arbitration shall be informal and the arbitrator shall be entitled to dispense with the requirement for pleadings, legal representation and any of the formalities including those relating to the existence evidence as he may in his discretion determine. 11.2.3 the decision of the arbitrator shall be final and validity binding upon the parties including his decision as to who shall bear the cost of such arbitration. 11.2.4 any party to such arbitration proceedings shall be entitled in its discretion to apply to court to have the award of the arbitrator made an Order of Court such application being at the cost of the party seeking such order save to the extent that such application may be opposed in which event the costs of opposition shall be borne by the opposing party on the scale as between an attorney and his own client. 11.3 Any dispute of the type referred to in paragraph 11.1 above which comes to the attention of the Organiser other than by notice from the Exhibitor shall likewise be subject to the provisions of paragraph 11.1 above, mutatis mutandis. 11.4 The provisions of this Release Agreement and contract shall not be construed as placing any obligation on the Organiser to enforce its rights against any one or more Exhibitor at the exhibition. 11.5 The referral to arbitration by the Organiser of 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 provisions of paragraph 11.1 above shall not be construed as limiting or vitiating in any dispute covered by this provision, then way 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 Organiser's right to request a jury trial or other court proceeding.enforce the provisions of this contract despite and simultaneously with such referral to arbitration

Disputes. The Nothing in this Section 14.e shall preclude a party from initiating an action for temporary injunctive relief to temporarily enjoin any conduct threatening imminent and irreparable injury. In all other circumstances in which a dispute arises between the parties hereby consent and under or in connection with this Agreement, the parties agree that (i) to resolve all disputes between the partiesthrough final, 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 confidential and binding arbitration in Volusia County, Florida, under the Commonwealth Federal Arbitration Act, by a single arbitrator in accordance with the 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, howeverhowever that, that this provision the arbitrator shall not require arbitration allow for discovery sufficient to adequately arbitrate any claims including access to documents and witnesses; provided, further that, the parties will be entitled to any ​ and all relief available under applicable law and the Rules shall be modified by the arbitrator to the extent necessary to be consistent with applicable law. The written decision of any claim whichthe arbitrator, by which shall include findings of fact and conclusions of law, cannot shall be the subject of a compulsory arbitration agreementconfidential, (ii) notwithstanding the foregoingfinal, 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 and binding upon the award rendered by the arbitrators, parties and hereby waives the defense of inconvenient forum to the maintenance of any in 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) form that judgment upon the award rendered by the arbitrators may be entered in and enforced by any court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party over the parties. The arbitrator shall be responsible for entitled to award reasonable attorneys’ fees to the prevailing party in any arbitration or judicial action under this Agreement, or in connection with any statutory claim available under applicable law. Each party otherwise should pay its own costs and expenses (including attorneys’ fees)of fees in any arbitration pursuant to this Section 7such arbitration; provided, however, that if the Employee prevails on any dispute covered by this provision, then the Company shall reimburse the Employee pay 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 themadministrative or filing fees, including with respect to the right to request arbitrator’s fee, that the Executive would not have otherwise incurred if the dispute was adjudicated in a jury trial or other court proceeding.of law, rather than through arbitration. THE PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING OR OTHER LITIGATION RESULTING FROM OR INVOLVING THE ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THE EXECUTIVE’S EMPLOYMENT. ​

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 In the event that (i) all disputes between the partiesEscrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 27.1 hereof and within the time therein prescribed, 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, or (ii) notwithstanding any other disagreement or dispute shall arise between the foregoingparties hereto resulting in adverse claims or demands being made for the Deposit and/or interest thereon, each party irrevocably submits if any, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit and the interest thereon, if any, as applicable, until the Escrow Agent receives either (a) a written notice signed by the Sellers and Purchaser directing the disposition of the Deposit and the interest thereon, if any, as applicable, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which the Sellers, Purchaser and the Escrow Agent are named as parties, directing the disposition of the Deposit and the interest thereon, if any, as applicable, in either of which events the Escrow Agent shall then dispose of the Deposit and the interest thereon, if any, as applicable, in accordance with said direction. The Escrow Agent shall not be or become liable in any way to any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in (a) or (b) above. Upon the taking by the Escrow Agent of any of the actions described in (a) and (b) above, the Escrow Agent shall be released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 27.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either the Sellers or Purchaser advising that litigation between the Sellers and Purchaser over entitlement to the jurisdiction Deposit or any portion thereof and/or the interest thereon, if any, has been commenced, the Escrow Agent may, on written notice to the Sellers and Purchaser, deposit the Deposit, and the interest thereon, if any, as applicable, with the clerk of any Commonwealth of Virginia State or Federal the court in any action which such litigation is pending, or proceeding provided for under Section 1.7 (z) the Escrow Agent may, on written notice to the Sellers and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Severance Agreement or Deposit and interest thereon, if any, as applicable, with respect a court of competent jurisdiction and the commencement of an action in interpleader, the costs thereof to enforcement of any judgment upon the award rendered be borne 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 whichever of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution Sellers or Purchaser is the losing party. Upon the taking by Escrow Agent of disputes between them, including with respect to either of the right to request a jury trial or other court proceeding.actions described in (y) or

Disputes. The parties hereby consent and agree To the extent that the applicable licensee under an Outbound License or a sublicense thereunder (ithe “Outbound Licensee”) all disputes between the parties, including those relating does not pay to the existence Seller (or an Affiliate thereof) any amounts due and validity of this Release Agreement and any dispute as payable to the arbitrability Seller (or an Affiliate thereof) for Ampreloxetine Net Sales under an Outbound License, the Seller may withhold the affected portion(s) of a matter under this provision, shall be submitted Ampreloxetine Royalty Payment(s) until such unpaid amounts are paid to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered Seller (or an Affiliate thereof) by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresOutbound Licensee, provided, howeverthat, the Seller (or its Affiliate) will Dispute such unpaid amounts in good faith pursuant to the Outbound License. Such corresponding Ampreloxetine Royalty Payment(s) that are withheld pursuant to the foregoing in this provision Section 5.12(g) shall not require arbitration of be subject to any claim which, by law, cannot be the subject of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits interest pursuant to the jurisdiction last sentence 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 5.12(a) with respect to enforcement of any judgment upon the award rendered by the arbitratorssuch withheld Ampreloxetine Royalty Payments unless and until, 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 only for the Employee’s reasonable attorneys’ fees and legal expensestime period after (if applicable), no later than thirty (30) days following after such amounts under Dispute are paid to the Seller (or its Affiliate). If the Seller (or any final resolution Affiliate thereof) receives any interest on such withheld Ampreloxetine Royalty Payments, the Purchaser shall be entitled to its pro rata portion thereof. “Dispute” means to notify the Outbound Licensee of non-payment and reasonably pursue payment of such disputeamounts, and (vi) each party has knowingly and voluntarily agreed to enter into this arbitration clause and, except including by the exercise of any internal informal dispute resolution process as provided in Section 1.7 between personnel of the Severance Agreementparties that may be included in the Outbound License and otherwise escalating the matter within the Outbound Licensee’s organization as appropriate, hereby waives provided, that, the Seller (or its Affiliate) will have no obligation to undertake any rights that might otherwise exist litigation, arbitration, mediation, administrative action or similar proceeding in connection with respect such matter in order to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceeding“Dispute” such matter.

Disputes. The parties hereby consent Subject to and agree without prejudice to either Party’s right to seek immediate specific performance at any time, in the event of any material dispute between the Parties relating to the Services or this TSA that is not resolved by the Parties’ respective points of contact (“Dispute”), the points of contact may escalate the Dispute to senior management of the Parties or their designated delegates, which for WDC shall initially be Xxxxx Xxxxx, and for Spinco shall initially be Xxxxxxx (Mingying) Fan. Within five (5) Business Days of the receipt by a Party of a notice from the other Party of the existence of a Dispute (the “Dispute Notice”), the receiving Party shall submit a written response to the other Party (the “Dispute Response”). Both the Dispute Notice and the Dispute Response shall include (i) all disputes between a statement of the parties, including those relating disputing Party’s position with regard to the existence Dispute and validity a summary of this Release Agreement arguments supporting that position; 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 name and title of the Severance Agreement or with respect senior executive who will represent that Party in attempting to enforcement of any judgment upon resolve 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 Dispute pursuant to this Section 7; provided3.2.2. Within five (5) Business Days of receipt of the Dispute Response, howeverthe designated executives shall meet (including by teleconference or video conference) and attempt to resolve the Dispute. All communications made in connection with this clause shall be protected to the same extent as provided in Rule 408 of the Federal Rules of Evidence, that if confidential and shall not be referred to, or admissible for any purpose, in any subsequent proceedings. If any Dispute is not resolved within twenty (20) Business Days of receipt of the Employee prevails on any dispute covered by this provisionDispute Notice (or within such longer period as to which the Parties have agreed in writing), then the Company shall reimburse Parties may pursue all available remedies in accordance with Section 12.5. Each Party agrees that it will, unless otherwise directed or if rendered impracticable by the Employee for other Party, continue performing its other undisputed obligations under this TSA while any dispute is being resolved until the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution expiration or termination of such disputethe Agreement Term, and (vi) each party has knowingly and voluntarily agreed any disputed Service shall continue to enter into this arbitration clause and, except as be provided by the Service Provider unless suspended for non-payment in accordance with Section 1.7 4.5 or an act or omission of the Severance Agreement, hereby waives any rights that might otherwise exist with respect Service Recipient directly or indirectly renders such disputed Service impracticable to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingreasonably perform.

Disputes. The parties hereby consent Any and agree that (i) all disputes arising between the parties, including those relating to parties under this Agreement and/or arising from the existence and validity relationship of the parties created by virtue of this Release Agreement and any dispute as to Agreement, including, without limitation, disputes involving interpretation and/or performance of this Agreement, the arbitrability rendition of a matter services under this provisionAgreement, shall the subject matter of this Agreement, and/or the granting of any rights and/or benefits under this Agreement (including, without limitation, disputes involving the actual or purported right of any party to terminate and/or rescind this Agreement for any reason or cause, whatsoever, as well as the rights and obligations of the parties following any such purported termination and/or rescission),shall all be solely and exclusively submitted to full final and binding arbitration ("Arbitration') in accordance with the Commonwealth arbitration rules of Virginiathe Independent Film & Television ("Rules"), before a panel single neutral arbitrator experienced in matters involving the entertainment industry determined in accordance with the Rules ("Arbitrator"), which Arbitration shall be conducted in the county of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresLos Angeles, providedCalifornia, 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 in accordance with such Rules. Each party hereto irrevocably submits to the jurisdiction of such Arbitrator in Arbitration, agrees to be bound by any Commonwealth final Arbitrator's Award rendered pursuant to such Arbitration, provided the same has been confirmed by the "Court" (as hereafter defined), and consents to the service process of Virginia any demands for Arbitration, or other notices and documents pertaining to such Arbitration and/or any confirmation proceedings described in the next paragraph, by international courier and/or by personal delivery to the addresses set forth in this Agreement. Any award of the Arbitrator in connection with any such Arbitration may be confirmed by any party hereto in any State or Federal court of competent jurisdiction ("Court") sitting in any action or proceeding provided for under Section 1.7 the State of California and each party hereto irrevocably agrees and consents to such jurisdiction of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered Court for such purpose. The prevailing party as determined 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 Arbitrator shall be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration pursuant entitled 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 an award of such prevailing party's reasonable attorneys’ ' fees and legal expenses, no later than thirty (30) days following any final resolution costs 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 proceedingArbitration.

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 Company and Employee agree that (i) all disputes between any dispute, -------- controversy or claim arising out of, relating to, or in connection with this Agreement or Employee's employment with, or termination of employment from, 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, Company shall be submitted to full and settled by binding arbitration in accordance with either: 1) the Commonwealth National Rules for the Resolution of Virginia, before a panel Employment Disputes then in effect of three arbitrators and administered by the American Arbitration Association (“"AAA”"); or 2) under its the JAMS Employment Arbitration Rules and Mediation ProceduresProcedures then if effect. The party submitting a claim for arbitration may elect to submit such claim to either the AAA or JAMS. Arbitration shall be conducted by a single arbitrator with all proceedings to be held in Xxxxxx County, providedNew Jersey or such other place as both parties may agree. Prior to the appointment of the arbitrator, howeverthe parties shall submit the dispute to AAA or JAMS (each, the "ADR Forum") for mediation. The parties will cooperate with the ADR Forum and with one another in selecting a mediator from the ADR Forum's panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that this provision they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator are confidential and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not require arbitration be rendered inadmissible or non-discoverable as a result of any claim which, by law, canits use in the mediation. If the dispute is not be resolved within thirty days from 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 date of the Severance Agreement submission of the dispute to mediation (or with respect to enforcement such later date as the parties may mutually agree in writing), the selection of any judgment the arbitrator and the administration of the arbitration shall proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as the arbitrator in the case. The arbitrator may grant injunctions or other relief in such dispute or controversy. All awards of the arbitrator shall be binding and non-appealable. Judgment upon 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 arbitrator may be entered by in any court having jurisdiction thereof, (v) except as otherwise required by applicable jurisdiction. The arbitrator shall apply New Jersey 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 merits of any dispute covered by this provisionor claims, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following without reference to any final resolution rules 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 conflicts of the Severance Agreement, hereby waives any rights law that might otherwise exist with respect to resolution result in the application of disputes between them, including with respect to the right to request a jury trial or any other court proceedingstate's law.

Disputes. The parties hereby consent and agree that (i) all disputes between be entitled to increase the parties, including those relating fees payments by such amount as necessary in order to recover such increased cost from the existence and validity Owner. 13.1 At the option of the company any action or application arising out of this Release Agreement and agreement, its 15.9 No amendments or substitutions shall constitute a variation of any dispute prior obligations of the enforcement or cancellation, may be brought either: In a small claims court or a Magistrate's Owner to company, save as to where the arbitrability old terms and conditions are inconsistent with the Court, or a High Court that the company may elect, notwithstanding that the amount in issue new terms. may exceed the jurisdiction of a matter under this provisionsuch Court, 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 Owner hereby consents to the jurisdiction 15.10 Renewal of agreements and/or the additions of more Company services or installations thereof. by Owner shall automatically be bound by the latest amendments or substitutions to this 13.2 The Owner shall be liable for all legal costs (including attorney and client costs) incurred agreement. by company in enforcing its rights in this agreement as well as for expenses incurred by 15.11 The address given in the Application shall be the Owner’s chosen address for legal company in exercising any Commonwealth rights arising out of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 breach of the Severance Agreement Owner’s obligations herein notices unless otherwise indicated in writing. including but not limited to collection charges and/or tracing fees. 16 Owners shall ensure that they notify the company of their latest particulars & details. 13.3 Queries by Owners regarding the accuracy or activity of their account with respect to enforcement of the company 17 TERM, FEES & CANCELLATION or regarding any judgment upon the award rendered reports provided by the arbitratorscompany, 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 must 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, submitted in writing no later than thirty (30) 17.1 In the case where the owner has purchased outright the Equipment from the 30 days following after the due date, failing which the Owner shall have no right to ventilate any final resolution of such dispute, query in Company and (vi) each party the Company has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 not subsidized any of the Severance Agreementinstallation thereof, hereby waives then: 17.1.1. 1This agreement shall endure for a minimum period of 1 (one) month (“Initial Period”) 13.4 Any dispute relating to any rights that might otherwise exist with respect adjustments in fees and/or fees charged shall be referred to resolution of disputes between them, including the and shall thereafter automatically be renewable for a further 12 Month period (“Subsequent periods”). person/s signed up with respect to the right to request a jury trial or other court proceedingcompany’s services described herein.

Disputes. The parties hereby consent and agree that (ia) all disputes In the event of any dispute between the partiesparties hereto, including those relating to the existence and validity of this Release Agreement and any dispute as to Escrow Agent may tender into 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 registry or custody of any claim which, by law, cannot be the subject court of a compulsory arbitration agreement, (ii) notwithstanding the foregoing, each party irrevocably submits competent jurisdiction all money or property in its hands delivered 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 it pursuant to this Section 7Agreement, together with such pleadings as it deems appropriate, and shall, thereupon, be discharged from all further duties and liabilities under this Agreement; provided, however, that if the Employee prevails on filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties hereunder. (b) Notwithstanding anything in this Agreement to the contrary, in the event that the Escrow Agent incurs any fees and expenses in connection with any dispute covered by under this provisionAgreement for which it is entitled to reimbursement under this Agreement, then the Company Purchaser and the Sellers shall promptly reimburse the Employee Escrow Agent therefor in equal amounts by the Purchaser on the one hand and the Sellers on the other hand, and they shall be jointly and severally responsible therefor (with a right of contribution as between the Purchaser for 50% of such expenses and the Employee’s reasonable attorneysSellers for 50% of such expenses, which shall be pro rated among the Sellers in accordance with the Sellers’ Pro Rata Shares). If any fees or expenses of the Escrow Agent are not paid in full when due, the Escrow Agent may deduct the unpaid portion of such additional fees and legal expenses, no later than thirty (30) days following if any, from any final resolution of such dispute, and (vi) each party has knowingly and voluntarily agreed payment 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 be made to the right to request a jury trial Purchaser or other court proceedingthe Sellers hereunder. This Section shall survive any termination of this Agreement.

Disputes. The parties (a) Each of the Company, Parent and Merger Sub irrevocably agrees that any Legal Proceeding arising out of or relating to this Agreement or any of the Transactions shall be brought and determined in the Court of Chancery of the State of Delaware or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any court of the United States or any state court located in the State of Delaware (and each such party shall not bring any Legal Proceeding arising out of or relating to this Agreement or any of the Transactions in any court other than the aforesaid courts), and each of the Company, Parent and Merger Sub hereby consent irrevocably submits with regard to any such Legal Proceeding for itself and agree that in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Legal Proceeding, (i) all disputes between the parties, including those relating any claim that it is not personally subject to the existence and validity jurisdiction of this Release Agreement and the above-named courts for any dispute as reason other than the failure 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 agreementlawfully serve process, (ii) notwithstanding the foregoing, each party irrevocably submits to the that it or its property is exempt or immune from jurisdiction of such court or from any Commonwealth legal process commenced in such courts (whether through service of Virginia State notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment 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 arbitratorsotherwise), 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 Proceduresthat (x) such Legal Proceeding in any such court is brought in an inconvenient forum, (ivx) judgment upon the award rendered by venue of such Legal Proceeding is improper and (z) this Agreement, the arbitrators may be entered by any court having jurisdiction Transactions or the subject matter hereof or thereof, may not be enforced in or by such courts. (vb) except as otherwise required by applicable law to render this Section 7 fully enforceableEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, each party shall be responsible for its own costs and expenses THEREFORE, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (including attorneys’ fees)of any arbitration pursuant to this Section 7; providedI) NO REPRESENTATIVE OF ANY OTHER PARTIES HAS REPRESENTED, howeverEXPRESSLY OR OTHERWISE, that if the Employee prevails on any dispute covered by this provisionTHAT SUCH OTHER PARTIES WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH LEGAL PROCEEDING, then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses(II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, no later than thirty (30III) days following any final resolution of such disputeSUCH PARTY MAKES THIS WAIVER VOLUNTARILY, and AND (viIV) each party has knowingly and voluntarily agreed to enter into this arbitration clause andSUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, except as provided in Section 1.7 of the Severance AgreementAMONG OTHER THINGS, 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 proceedingTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(B).

Disputes. The parties hereby consent Any disputes or disagreements arising in, or referred to, the Research Management Committee that cannot be resolved by the members of the Research Management Committee shall be referred to the Chief Executive Officer of ABX and agree that the Executive Vice President of Discovery (ior one of his or her direct reports) all disputes between of AZ for resolution. If such senior officers are unable to resolve any such dispute within [Confidential treatment requested] following the partiesdate of the meeting at which such dispute first arose, then (a) if such dispute relates to whether to designate a Proposed Antigen as a Prioritized Antigen, whether to designate a Prioritized Antigen as a Collaboration Antigen, the prioritization of Proposed Antigens and Prioritized Antigens for review, the selection of an Antibody as a Research Antibody, the prioritization of Research Programs with respect to Collaboration Antigens, the overall allocation of resources among the Research Programs, whether AZ is to perform an activity under a Research Program Work Plan, including those relating providing quantities of Antigen for immunization pursuant to Section 2.3.1, whether or not to designate a Research Antibody as a Candidate Drug or whether to perform additional work under a Research Program Work Plan (provided in no event shall ABX be required to perform more than [Confidential treatment requested] of such additional work in any year in the existence and validity aggregate as provided for herein, without its consent), AZ shall have the deciding vote, (b) if such dispute relates to any other matter other than a Party’s interpretation of, or any allegation of breach of, this Release Agreement and any Agreement, including a dispute as to what the arbitrability CDTP criteria should be for a particular Antigen, whether or not a Research Antibody meets or exceeds the applicable Candidate Drug Target Profile, then either Party shall have the right to refer such dispute to an Expert for expedited arbitration as set forth in Section 3.6.1, and (c) if such dispute relates to a Party’s interpretation of, or any allegation of a matter breach of, this Agreement, then either Party shall have the right to litigate such dispute in accordance with Section 20.1 or to pursue such other dispute resolution mechanism as the Parties may agree. The Parties acknowledge and agree that, subject to the provisions of this Section 3.6, ABX shall have the right to make day-to-day operational decisions regarding the implementation of each Research Program within the scope of the applicable Research Program Work Plan. 3.6.1 With respect to disputes under this provision, shall be submitted to full and binding arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered Section 3.6(b) above that are not resolved 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 applicable senior officers of the Severance Agreement Parties pursuant to Section 3.6 or any disputes with respect to enforcement of any judgment Additional Technology, Antibody Technology (other than Core Antibody Technology) or XenoMouse Methods (other than Core XenoMouse Technology) to be included in the applicable Research Program Work Plan or Development Program Work Plan pursuant to Sections 2.2.2(b), 2.2.3(b) and 5.3.1, upon the award rendered written request by the arbitrators, and hereby waives the defense of inconvenient forum either Party to the maintenance of any other Party, the Parties shall appoint a mutually acceptable, independent Third Party to resolve 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 7dispute; provided, however, that if in no event shall the Employee prevails on Parties utilize any Additional Technology, XenoMouse Methods (other than Core XenoMouse Technology) or Antibody Technology (other than Core Antibody Technology) in a Research Program Work Plan or Development Program Work Plan over the objection of AZ. Such independent Third Party shall have the scientific, technical and regulatory experience with respect to the research and development of antibody- based products necessary to resolve such dispute covered by this provision(an “Expert”). If the Parties cannot agree upon an Expert within [Confidential treatment requested] following the date of the meeting at which such dispute first arose, then such Expert shall be appointed by the Company Chief Executive Officer of ABX and the Executive Vice President of Discovery of AZ, provided that if such Parties cannot agree, each Party shall reimburse appoint one Expert and such Experts shall jointly appoint a third Expert, which Expert shall be the Employee sole Expert for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute. Within [Confidential treatment requested] after the appointment of such Expert, and (vi) the Parties shall each party has knowingly and voluntarily agreed simultaneously submit to enter into this arbitration clause and, except as provided in Section 1.7 the Expert a written statement of their respective positions on such dispute. Upon the receipt of the Severance Agreementwritten statements of both Parties, hereby waives the Expert shall promptly provide each Party with the written statement of the other Party. Each Party shall have [Confidential treatment requested] from receipt of the other Party’s submission to submit a written response thereto, which shall include any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to scientific and technical information in support thereof. The Expert shall have the right to request meet with the Parties, either alone or together, as necessary to make a jury trial or other court proceedingdetermination. No later than [Confidential treatment requested] after the designation of the Expert, the Expert shall make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most fair and reasonable to the Parties in light of the totality of the circumstances and shall provide the Parties with a brief written statement setting forth the basis of the determination in connection therewith. The decision of the Expert shall be final and conclusive, absent manifest error. The fees and costs of such Expert shall be borne by the Party whose proposed resolution was not accepted by the Expert.

Disputes. In the event of a dispute between the Parties and the Parties are not able to reach an agreement, the Parties then agree to first submit to non-binding mediation within 30 days of notification of said dispute being unresolved. If mediation fails, or if any of the Parties choose to not submit to non-binding mediation within the designated timeframe, then all Parties agree that the non-responding Party(s) waives mediation – and the next step of binding arbitration is to begin within 45 days of notification of the mediation settlement being unsuccessful unless agreed to a different timeframe by mutual agreement. Parties prefer to utilize an independent mediator/arbitrator, but also agree to formally accept AAA (American Arbitration Association) office closest to the location of the proposed mediation as an option if AAA is preferred. Further, if any of the Parties chooses not to participate in arbitration, then all Parties agree that the arbitrator is none the less still bound to provide a finding on the matter within 45 days from the mediation cutoff date of the Parties (or Party) having submitted their summary. In the event of any litigation between the Parties arising from this Agreement, the prevailing Party(s) shall be awarded its costs of suit, including reasonable attorney’s fees. (a) Notwithstanding anything to the contrary in this Agreement: The parties hereby consent recognize that their business relationships may give rise to the need for one or more of the parties to seek emergency, provisional, or summary judicial relief to, among other things, repossess and sell or otherwise dispose of goods, equipment and/or fixtures, to prevent the sale or transfer of goods, equipment, fixtures, and other real and personal property, to protect real or personal property from injury, to obtain possession of real property, to enforce indemnification rights, and for temporary injunctive relief. Immediately following the issuance of any such relief, the parties agree that (i) to the stay of any judicial proceedings pending mediation or arbitration of all disputes underlying claims between the parties. The parties recognize that, 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 applicable law, the arbitrators may not have the power to order equitable relief and the parties do not by this Agreement waive any rights they may have to seek and enforce equitable relief. Therefore, any claims for equitable relief that cannot be fully awarded by the subject arbitrators are outside the scope of this Agreement and the parties are free to pursue civil remedies for such claims. Any such claim(s) shall be brought in the Cleveland, Ohio Court. Nothing shall restrict the right of a compulsory arbitration agreementparty to file counterclaims, (ii) notwithstanding the foregoing, each cross claims or third-party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court claims in any action litigation brought by a third party. (b) Depositions, other than those taken in lieu of live testimony, shall not be taken except under the arbitrators' finding of special need. The parties shall be entitled to conduct document discovery in accordance with a procedure where responses to information requests shall be made within 45 days from their receipt. The parties knowingly and voluntarily waive their rights to have any Dispute tried and adjudicated by a judge or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment a jury. (c) 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 in any court having jurisdiction thereofjurisdiction. Notwithstanding the foregoing, upon the application by either party to a court for an order confirming, modifying, or vacating the award, the court shall have the power to review whether, as a matter of law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (vand shall stipulate to the court) except that the findings of fact made by the arbitrator(s) shall be final and binding on the parties and shall serve as the facts to be submitted to and relied upon by the court in determining the extent to which the award should be confirmed, modified or vacated. (d) Except as otherwise required by applicable law law, the parties and the arbitrator(s) shall keep confidential and not disclose to render this Section 7 fully enforceablethird parties any information or documents obtained in connection with arbitration process, 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 the Dispute. If either party has knowingly and voluntarily agreed fails to enter into this proceed with arbitration clause and, except as provided in Section 1.7 of the Severance this Agreement, hereby waives any rights that might otherwise exist or unsuccessfully seeks to stay the arbitration, or fails to comply with respect the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to resolution of disputes between thema petition or application for judicial review, the other party may be entitled to be awarded costs, including with respect reasonable attorneys' fees, paid or incurred in successfully compelling such arbitration or defending against the attempt to stay, vacate, or modify such arbitration award and/or successfully defending or enforcing the right award, the determination of awarding costs to request a jury trial or other court proceedingbe made by the arbitrator(s).

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 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 27 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 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 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 27 will be construed and enforced under the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

Disputes. 14.1 JAWW will establish a Rules and Disputes Committee which shall determine any dispute arising out of the Member Agreement and the Policies and Procedures and any issue of interpretation and application of the Member Agreement and the Policies and Procedures. Any of JAWW, the ROCs and the Members may refer a matter to the Rules and Disputes Committee and any decision made by the Rules and Disputes Committee shall (subject to Clause 14.4) be final and binding on the Members, JAWW and the ROCs but without waiver by JAWW or any Non-originating Member of any rights or remedies it may have in law or in equity to enforce and protect its rights in any properties. 14.2 The parties hereby consent governance and agree that (i) all disputes between the parties, including those procedures relating to the existence Rules and validity Disputes Committee, including provisions relating to the appointment of committee members, are set out in the Policies and Procedures. 14.3 A dismissal process may be commenced under Clause 13 notwithstanding the provisions of this Release Agreement and Clause 14. 14.4 In the event of any dispute as arising out of or in connection with this Agreement that is not finally resolved to the arbitrability satisfaction of a matter the parties under this provisionthe dispute resolution provisions of Clause 14.1, the parties agree that any such dispute shall be submitted finally settled under the International Chamber of Commerce ("ICC") Rules of Arbitration (the "ICC Rules") by one (1) arbitrator appointed as an arbitral tribunal in accordance with such rules. If the parties are unable to full agree on the location of the arbitration within five (5) business days of initiation of proceedings under the ICC Rules then such proceedings under the ICC Rules shall be conducted in London. The arbitration shall be conducted in the English language. The party which the arbitrator determines to have prevailed in the arbitration shall be entitled to recover all costs actually incurred in connection with the arbitration, including reasonable attorneys’ fees, in addition to any other relief to which such party may be entitled. Any arbitration order or award shall be final and binding arbitration on all parties and may be reduced to judgment, enforced and collected through (a) the courts located in the Commonwealth of Virginia, before a panel of three arbitrators London 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 hereby 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 arbitratorssuch courts, and hereby waives the defense of inconvenient forum to the maintenance of (b) 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 other court having jurisdiction thereof, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each over the 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 against whom 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 order or other court proceedingaward is rendered or over such party's property.

Disputes. (a) A SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD) MAY, WITHIN 20 DAYS AFTER RECEIPT OF AN INVOICE FROM THE SERVICE PROVIDER, TAKE WRITTEN EXCEPTION TO ANY CHARGE, 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 (AS THE CASE MAY BE) SHALL BE REFUNDED BY THE SERVICE PROVIDER TO SUCH SERVICE RECIPIENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A SERVICE RECIPIENT (OR THE AUDIT COMMITTEE OF THE BOARD) MAY TAKE EXCEPTION TO ANY CHARGE WITHIN THE PERIOD SPECIFIED ABOVE NOTWITHSTANDING THAT THE RELATED INVOICE WAS PAID IN FULL. (b) If, within 20 days after receipt of any written exception pursuant to Section 3.3(a), the Service Recipient (or the audit committee of the Board) and the Service Provider have been unable to resolve any dispute, and if the aggregate amount in dispute exceeds $100,000, such Service Recipient (or the audit committee of the Board) or the Service Provider may submit the dispute to an independent third party accounting firm that is mutually agreeable to such Service Recipient (or the audit committee of the Board), on the one hand, and the Service Provider, on the other hand. The parties hereby consent shall cooperate with such accounting firm and agree 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 by such auditing firm shall be final and binding on the parties and the costs of such accounting firm shall be shared by the Service Provider and the Service Recipients equally. (c) Absent a dispute, as described above, if Service Recipients fails to timely pay any fee or cost or any of the amounts described in Section 3.1 within thirty (30) days, Service Provider may, at its option, suspend all or any portion of the provision of Services hereunder until such time as the default has been cured and all indebtedness of Service Provider under this Agreement for such suspended Services is paid in full. Without limiting the foregoing, in instances of such non-payment, Service Provider will also have the right to set off the amounts of the non-payments against all amounts, revenues and other proceeds that have been received by Service Provider on Service Recipients’ behalf (or for Service Recipients’ account) in performing the Services hereunder. In the event of a good faith dispute with respect to any invoice: (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, Service Recipients 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 agreementpromptly provide Service Provider notice thereof, (ii) notwithstanding the foregoing, each party irrevocably submits Service Recipients shall not be required to the jurisdiction make payment of any Commonwealth of Virginia State or Federal court amounts 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 pending resolution of such dispute, (iii) Service Recipients and Service Provider shall seek to resolve such dispute and (viiv) each party has knowingly Service Provider shall not be required to perform the Services in accordance with this Agreement pending resolution of such dispute. (d) All amounts owed under this Agreement shall be paid by wire transfer of immediately available funds in U.S. Dollars sent to the bank and voluntarily agreed to enter into account designated by Service Provider. Any amounts due under this arbitration clause and, except as provided in Section 1.7 Agreement will accrue interest at the Prime Rate beginning on the next Business Day following the due date of the Severance Agreement, hereby waives any rights that might otherwise exist with respect applicable invoice until the date paid to resolution of disputes between them, including with respect to the right to request a jury trial or other court proceedingService Provider.

Disputes. (a) If there shall be any dispute, controversy or claim (“Dispute”) between the Parties arising out of, relating to, or connected with this Agreement, the breach, termination or invalidity hereof, or the provisions contained herein or omitted herefrom, other than a Dispute under Section 2.10, the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair and equitable to the Parties. If one Party notifies another Party that a Dispute has arisen and the Parties are unable to resolve the Dispute within 30 days from such notice, then, unless the Parties agree to extend this period of time, the matter shall be referred to the Chief Financial Officer of the Parties (as applicable), who shall act by mutual agreement on all such matters. No recourse to arbitration under this Agreement shall take place unless and until the Chief Financial Officer of the Parties (as applicable) have been unable to resolve the Dispute within 30 days after the expiration of the 30-day period referred to above or any extension thereof. (b) The parties hereby consent and Parties irrevocably agree that any Disputes, other than a Dispute under Section 2.10, that are not resolved in accordance with paragraph (ia) all disputes between within the partiestwo abovementioned 30 day periods or extensions thereof shall be finally settled by means of arbitration in Brussels, including those relating Belgium, by three arbitrators appointed and proceeding in accordance with the Rules of Arbitration (the “CEPANI Rules”) of the Belgian Center for Mediation and Arbitration (“CEPANI”) as the exclusive means of resolving such Disputes. For purposes of appointing such arbitrators, each of the Sellers and the Buyer shall appoint one arbitrator and either the third arbitrator shall be selected by the two Party-appointed arbitrators or, failing agreement within 30 days after the Party-appointed arbitrators have been confirmed, by CEPANI in accordance with the CEPANI Rules. All submissions and awards in relation to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter arbitration under this provision, Agreement shall be submitted to full made in English and binding all arbitration proceedings and all pleadings shall be in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association English. (“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 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 Except as may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law law, stock exchange rules, Governmental Authority, or in connection with the ordinary course of business, the Parties agree to render this maintain confidentiality as to all aspects of the arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding the arbitration for purposes of enforcing the award of the arbitral tribunal or in any court proceedings involving the Parties. The Parties further agree to obtain the arbitral tribunal’s agreement to preserve the confidentiality of the arbitration. (d) In the event of a Dispute, other than a Dispute under Section 7 fully enforceable2.10, each party Party shall be responsible for its own costs entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party. These injunctive remedies are cumulative and expenses (including attorneys’ fees)of in addition to any arbitration pursuant to this Section 7; provided, however, other rights and remedies 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 aggrieved Party may have 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 law or other court proceeding.in equity. ATI-2587197v29 75

Disputes. The parties hereby consent PARTIES understand there are many documents needed to carry out their objectives as described herein and that they will negotiate in good faith to resolve any differences of opinion in order to carry out the express intent of this relationship. In the unlikely event that the PARTIES are not able (through good-faith negotiation and mediation) to resolve any differences of opinion or dispute, they agree that as follows: 8.1 Any Dispute, controversy or claim arising under, out of or relating to this AGREEMENT (iand subsequent amendments thereof) all disputes between the partiesand its valid conclusion, binding effect, interpretation, performance, breach or termination, including those relating tort claims (hereinafter referred to as "the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, Dispute") shall be submitted to full and binding arbitration Mediation in accordance with the Commonwealth Rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) under its Employment in force at the time of initiating the mediation procedure. 8.2 If the Dispute has not been settled pursuant to the Mediation procedure within 60 days of the initiation of the Mediation, or if either Party will not participate in the Mediation, the Dispute shall be referred to and finally determined by arbitration in accordance with the Rules of Arbitration Rules and Mediation Procedures, provided, however, that this provision of the International Chamber of Commerce in force when initiating the arbitral procedure. 8.3 The arbitral tribunal shall not require arbitration of any claim which, by law, cannot be the subject consist of a compulsory sole arbitrator. The place of arbitration agreementshall be San Diego, (ii) notwithstanding USA. The language to be used in the foregoingarbitral proceedings shall be English. All disputes, each controversies or claims referred to arbitration including those on any statute of limitations, set-off claims, tort claims and interest claims shall be governed by the substantive law of California, U.S.A. INDEMNIFICATION 9.1 LICENSOR agrees to indemnify and hold LICENSEE harmless from and against any and all liability, damage, expense, claims, or judgments, including reasonable attorneys' fees, resulting from fiscal loss or damages resulting from Intellectual Property infringement issues wherein LICENSEE is named as a defendant from third 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 law suits arising out of the Severance Agreement or with respect to enforcement of any judgment upon the award rendered by the arbitratorsdevelopment, commercialization, use 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 exploitation 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 proceedingHCPV Solar Generator technology.

Disputes. The parties hereby consent and Parties agree that (i) all except as set forth in this Section, they will first attempt in good faith to settle any disputes between the partiesarising out of or in connection with this Agreement, including those without limitation the validity, interpretation, performance and breach hereof, first through a process of mediation in Fairfax County, Virginia under the supervision of a mutually agreed upon mediator. If mediation fails, any dispute arising out of or relating to this Agreement including the existence and breach, termination or validity of this Release Agreement and any dispute as to the arbitrability of a matter under this provision, hereof shall be submitted to full and settled by binding arbitration in accordance with the Commonwealth rules of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association with an arbitration panel consisting of a single arbitrator. The Parties agree that an arbitration award (“AAAUnderlying Award”) under its Employment may be appealed pursuant to the American Arbitration Association’s Optional Appellate Arbitration Rules (“Appellate Rules”); that any the Underlying Award shall, at a minimum, be a reasoned award, and Mediation Procedures, provided, however, that this provision the Underlying Award shall not require arbitration be considered final until after the time for filing a notice of any claim whichappeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by lawfiling a Notice of Appeal with any American Arbitration Association. The arbitration will be governed by the Federal Arbitration Act, cannot be the subject of a compulsory arbitration agreement9 U.S.C. §§ 1-16, (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 and judgment upon the award rendered by the arbitratorsarbitration panel or, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceedingif applicable, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided a decision rendered under the AAA’s Employment Arbitration Rules and Mediation ProceduresAppellate Rules, (iv) judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The parties agree to arbitration in Fairfax County, (v) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party shall be responsible for its own costs Virginia 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 laws of the Severance Commonwealth of Virginia, without regard to its choice of law rules, shall apply. Notwithstanding any of the forgoing, Provider acknowledges that in the event Provider breaches any provision contained in Sections 3 or 4 of this Agreement, hereby waives any rights that might otherwise exist with respect K12’s interests could be irreparably injured and K12 will be entitled to resolution enforce this Agreement by an injunction or other equitable relief without the necessity of disputes between themposting bond or security, including with respect in addition to the its right to request a jury trial seek monetary damages or any other court proceedingremedy.

Disputes. The parties hereby consent Subject to the terms of, and agree that any exceptions provided in, this Agreement, any controversy or claim (iincluding all claims pursuant to common and statutory law) all disputes between Executive and the partiesCompany, including those without limitation, all controversies and claims relating to this Agreement or arising out of or relating to the existence and validity subject matter of this Release Agreement, Executive’s employment with the Company, and/or Executive’s separation from the Company (“Disputes”), will be resolved exclusively through binding arbitration. The Parties hereto each waive the right to a jury trial and each waive the right to adjudicate their Disputes outside the arbitration forum provided for in this Agreement, except as otherwise provided in this Agreement or required by applicable law. Such arbitrations will be conducted by and any dispute as to in accordance with the arbitrability governing rules 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. The arbitration will be held in the City of Manchester, State of New Hampshire, unless Executive and Mediation Procedures, provided, however, that this provision the Company mutually agree otherwise. Disputes 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 provisions of New Hampshire Revised Statutes Annotated Chapter 542. Nothing contained in this Section 25 will be construed to limit or preclude a Party from bringing any Commonwealth of Virginia State or Federal court action in any action court of competent jurisdiction for injunctive or proceeding provided for other provisional relief to compel another Party to comply with its obligations under Section 1.7 this Agreement or any other agreement between or among the Parties during the pendency of the Severance Agreement or with respect to enforcement arbitration proceedings. The fees and expenses of any judgment upon the award rendered arbitrator will be borne by the arbitrators, and hereby waives Company subject to any rules of the defense selected arbitration service that permit the arbitrator in his or her discretion to require any one or more of inconvenient forum the Parties to bear all or any portion of 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 fees and expenses (including attorneys’ fees)of any arbitration pursuant to this Section 7of the arbitrator; provided, however, that if the Employee prevails on any dispute covered by with respect to claims that, but for this provisionmandatory arbitration clause, then 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 competent jurisdiction under such Employment Law to decide the Dispute, whether such discretion relates to the provision of discovery, the award of any remedies or penalties, or otherwise. As to Disputes not relating to Employment Laws, the arbitrator will have the authority to award any remedy or relief that a Court of the State of New Hampshire 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 Agreement. Either Party to the arbitration may seek to have the ruling of the arbitrator entered in any court having jurisdiction thereof. Except as otherwise specifically provided in this Section 25, 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. Both during and after the entire arbitration process as contemplated herein, the arbitration itself and information and discovery disclosed in the arbitration process (“Arbitration Information”) shall reimburse be maintained in strictest confidence by the Employee Parties and their counsel and by the authorized Party to whom Arbitration Information is disclosed. Arbitration Information may be used, possessed, and disclosed only as allowed in this Agreement, and only for the Employee’s reasonable attorneyspurposes of arbitration and related proceedings pursuant to this Agreement, and for no other purpose whatsoever. Accordingly, without limitation, Arbitration Information may not be disclosed: (1) to any judicial, governmental, regulatory, administrative, arbitral, corporate, or other entity not administering arbitration under this Agreement; (2) to any member of the general public; or (3) to the media; provided, however, that Arbitration Information may be disclosed to (A) the arbitration Parties and their respective advisors, consultants and experts (and such Parties’ fees authorized employees and legal expenses, no later than thirty agents); (30B) days following any final resolution of such disputethe arbitrator and arbitration administrator (and their authorized staffs); (C) fact witnesses reasonably expected to offer relevant evidence in an arbitration proceeding, and (viD) each party has knowingly a court of competent jurisdiction in an action to enforce arbitration or an arbitration order under this Agreement, or as otherwise required by a court of competent jurisdiction or by a governmental, administrative or regulatory body with apparent jurisdiction to order disclosure. The arbitrator shall, upon request, issue all prescriptive orders as may be required to enforce and voluntarily agreed to enter into maintain this arbitration clause and, except as provided in Section 1.7 covenant of confidentiality during the course of the Severance Agreementarbitration and after the conclusion of same so that the result and underlying data, hereby waives any rights that might otherwise exist information, materials, and other evidence are forever withheld from public dissemination with respect the exception of its subpoena by a court of competent jurisdiction in an unrelated proceeding brought by a third party or a requirement of its disclosure by a governmental, administrative or regulatory body with apparent jurisdiction to resolution of disputes between themorder disclosure. The consideration for this Agreement includes the Parties’ mutual agreement to arbitrate their Disputes. This Section 25 shall be construed and enforced under the Federal Arbitration Act, including with respect to the right to request a jury trial or other court proceeding9 U.S.C. §§ 1 et seq.

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 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 Virginia, before a panel of three arbitrators and administered by the American Judicial Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresServices, 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 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 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 fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally hy the Parties, 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. A. The parties hereby consent and agree that Parties shall exercise their best efforts to settle any claim, controversy, or dispute (ihereinafter collectively called "Disputes") all disputes between concerning questions of fact or law arising out of or relating to this Teaming Agreement or to performance of either Party hereunder, or to the partiesthreatened, alleged or actual breach thereof by either Party, including those relating to without limitation any claim, controversy or Dispute concerning the existence and validity determination (in accordance with the provisions of this Release Agreement Teaming Agreement) of the share of the proposed contract work, or the price, or terms and conditions of any dispute as subcontract to be awarded to Team Member by Team Leader. B. If the arbitrability of Parties are unable to resolve the Dispute within sixty (60) calendar days from the date that either Party is informed in a matter under this provisionwriting from the other Party that a Dispute exists, the Dispute shall be submitted to full and settled by 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 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 arbitratorsRules, 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 on the award rendered by the arbitrators may be entered by in any court having jurisdiction thereof, (v) except . C. Except as otherwise required by applicable law specifically provided in this paragraph C., neither Party shall institute any action or proceeding against the other Party in any court with respect to render this Section 7 fully enforceable, each party shall any Dispute that is or could be responsible for its own costs and expenses (including attorneys’ fees)of any arbitration the subject of a claim or proceeding pursuant to this Section. 1. The Parties acknowledge that the remedies available to them under this Teaming Agreement, or that would otherwise be available at law, will be inadequate in case of any default or threatened default in the performance of the Parties' respective obligations under this Section 7; provided, however, and that if the Employee prevails on any dispute covered such obligations shall be specifically enforceable by this provision, then the Company shall reimburse the Employee a decree for the Employee’s reasonable attorneys’ fees and legal expensesspecific performance or by an injunction against any actual or threatened violation thereof. 2. The Parties further acknowledge that the remedies available to them under this Teaming Agreement, no later than thirty (30) days following or which would otherwise be available at law, will be inadequate in case of any final default or threatened default in the performance of the Parties' respective obligations under Section V., "Proprietary Information." Accordingly, the Parties agree that notwithstanding any other provisions of this Teaming Agreement, the rights of the Parties under that Section shall be specifically enforceable by a decree of specific performance, or by an injunction against any violation of its terms, or otherwise. D. The Parties shall proceed diligently with the performance of this Teaming Agreement pending the resolution of such dispute, and (vi) each party any Dispute that is subject to this Section. E. This Teaming Agreement has knowingly and voluntarily agreed to enter been entered into this arbitration clause and, except as provided in Section 1.7 solely for the benefit of the Severance AgreementParties hereto and is not intended to create any legal, hereby waives equitable, or beneficial interest in any rights that might otherwise exist with respect third party or to resolution of disputes between them, including vest in any third party any interest with respect to the right enforcement or performance thereof. The Parties agree that no Customer, including the United States Government, has any legal interest in this Teaming Agreement or in any Dispute hereunder and that no Customer is necessary or indispensable to request a jury trial any action or proceeding undertaken for the resolution thereof. The Parties further agree that neither of them shall assert in any proceeding that any entity other court proceedingthan the Parties is necessary or indispensable to such proceeding or to the determination of the relief to be granted therein.

Disputes. The parties hereby consent 2.1 If the Purchaser and the Seller are unable to agree that the Draft Completion Accounts within fifteen (i15) all disputes Business Days (or such other time period as may be mutually agreed between the partiesPurchaser and the Seller) of the Seller’s receipt of the Purchaser’s Non-Acceptance Notice, including those relating the disputed matters remaining outstanding may be referred for determination by either Party to an independent reputable firm of accountants of international standing to be agreed by the Purchaser and the Seller in writing within five (5) Business Days or, failing such agreement, to be nominated on the application of either of them by or on behalf of, the President for the time being of the Institute of Chartered Accountants in England and Wales (the “Expert”), provided that to the existence and validity extent any disputed matter relates to the determination of this Release the applicable Pension Valuation (as such term is defined in the Separation Agreement) of any Relevant Pension, such disputed Pension Valuation shall be determined by an actuary in accordance with the terms of paragraph 2 of schedule 10 of the Separation Agreement and any dispute as shall be taken into account by the Expert accordingly. 2.2 The following provisions shall apply in relation to the arbitrability Expert: (a) within ten (10) Business Days of the Expert’s appointment, the Seller and the Purchaser shall each prepare a matter under this provision, statement in writing on the disputed matters which (together with the relevant supporting documents) shall be submitted to full the Expert and binding arbitration the Expert will then share these submissions with the other Party once both submissions have been received; (b) each of the Seller and the Purchaser 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) the provisions of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association this Schedule 3 (“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, Completion Accounts); (ii) notwithstanding subject to paragraph 2.2(c)(i) above, such terms of reference as are submitted jointly to it by the foregoing, each party irrevocably submits Parties in writing any time prior to its final decision in relation 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, dispute; and (iii) either party may elect subject to invoke paragraphs 2.2(c)(i) and (ii) above, such terms of reference as it deems reasonably appropriate; (d) in giving its determination, the Optional Rules Expert shall state what adjustments (if any) are necessary to the Draft Completion Accounts in relation to the disputed matters for Emergency Measures the purposes of Protection this Agreement, provided under that any adjustment shall not exceed the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered higher of any adjustment proposed by the arbitrators may be entered Seller or the Purchaser, or less than the lower of any adjustment proposed by any court having jurisdiction thereof, the Seller or the Purchaser; (ve) except as otherwise required by applicable law to render this Section 7 fully enforceable, each party the Expert shall be responsible for requested to notify the Purchaser and the Seller 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 3 (Completion Accounts), 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 proceedingDraft Completion Accounts which, as adjusted in the manner which the Expert has determined is necessary, shall constitute the Completion Accounts for the purposes of this Agreement.

Disputes. The parties hereby consent and agree that (i) all disputes Any dispute which may arise between the parties, including those relating to Parent Company and the existence and validity of this Release Agreement and any dispute Purchasers as to the arbitrability amount of a matter under this provisionthe Indemnifiable Losses determined in accordance with Section 11.03 shall be resolved in the following manner: (a) Any Purchaser, if it disputes the amount of the Indemnifiable Losses determined in accordance with Section 11.03, shall be submitted to full and binding arbitration notify the Parent Company in writing within 30 days after 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 delivery to the jurisdiction of any Commonwealth of Virginia State or Federal court in any action or proceeding provided for under Section 1.7 Purchasers and the Company of the Severance Agreement or report of the Parent Company's Auditors pursuant to Section 11.01 that the Purchaser disputes such amount; and such notice shall specify in reasonable detail the nature of the dispute; (b) during the 30 day period following the date of such notice, the Parent Company and the Purchasers shall attempt to resolve such dispute and to determine the accuracy of the Audited Financial Statements and the amounts of such Indemnifiable Losses; and (c) if at the end of the 30 day period specified in subsection (b) above, the Parent Company and the Purchasers shall have failed to reach a written agreement with respect to enforcement of any judgment upon such dispute, the award rendered matter shall be referred to a nationally recognized accounting firm jointly designated by the arbitrators, Parent Company Auditors 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 Auditors (the "ARBITRATOR"), which shall reimburse the Employee for the Employee’s reasonable attorneys’ fees act as an arbitrator and legal expenses, no later than shall issue its report as to such Indemnifiable Losses within thirty (30) days following any final resolution after such dispute is referred to the Arbitrator. Each of the parties hereto shall bear all costs and expenses incurred by it in connection with such disputearbitration, and (vi) each party has knowingly the fees and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 expenses of the Severance Agreement, hereby waives any rights that might otherwise exist Arbitrator hereunder shall be borne equally by the Purchasers and the Parent Company. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with respect to resolution the provisions hereof shall be final and binding and there shall be no right of disputes between them, including with respect to the right to request a jury trial or other court proceedingappeal therefrom.

Disputes. (a) If there shall be any dispute, controversy or claim (“Dispute”) between the Parties arising out of, relating to, or connected with this Agreement, the breach, termination or invalidity hereof, or the provisions contained herein or omitted herefrom, other than a Dispute under Section 2.10, the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair and equitable to the Parties. If one Party notifies another Party that a Dispute has arisen and the Parties are unable to resolve the Dispute within 30 days from such notice, then, unless the Parties agree to extend this period of time, the matter shall be referred to the Chief Financial Officer of the Parties (as applicable), who shall act by mutual agreement on all such matters. No recourse to arbitration under this Agreement shall take place unless and until the Chief Financial Officer of the Parties (as applicable) have been unable to resolve the Dispute within 30 days after the expiration of the 30-day period referred to above or any extension thereof. (b) The parties hereby consent and Parties irrevocably agree that any Disputes, other than a Dispute under Section 2.10, that are not resolved in accordance with paragraph (ia) all disputes between within the partiestwo abovementioned 30 day periods or extensions thereof shall be finally settled by means of arbitration in Brussels, including those relating Belgium, by three arbitrators appointed and proceeding in accordance with the Rules of Arbitration (the “CEPANI Rules”) of the Belgian Center for Mediation and Arbitration (“CEPANI”) as the exclusive means of resolving such Disputes. For purposes of appointing such arbitrators, each of the Sellers and the Buyer shall appoint one arbitrator and either the third arbitrator shall be selected by the two Party-appointed arbitrators or, failing agreement within 30 days after the Party-appointed arbitrators have been confirmed, by CEPANI in accordance with the CEPANI Rules. All submissions and awards in relation to the existence and validity of this Release Agreement and any dispute as to the arbitrability of a matter arbitration under this provision, Agreement shall be submitted to full made in English and binding all arbitration proceedings and all pleadings shall be in the Commonwealth of Virginia, before a panel of three arbitrators and administered by the American Arbitration Association English. (“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 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 Except as may be entered by any court having jurisdiction thereof, (v) except as otherwise required by applicable law law, stock exchange rules, Governmental Authority, or in connection with the ordinary course of business, the Parties agree to render this maintain confidentiality as to all aspects of the arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding the arbitration for purposes of enforcing the award of the arbitral tribunal or in any court proceedings involving the Parties. The Parties further agree to obtain the arbitral tribunal’s agreement to preserve the confidentiality of the arbitration. (d) In the event of a Dispute, other than a Dispute under Section 7 fully enforceable2.10, each party Party shall be responsible for its own costs entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party. These injunctive remedies are cumulative and expenses (including attorneys’ fees)of in addition to any arbitration pursuant to this Section 7; provided, however, other rights and remedies 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 aggrieved Party may have 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 law or other court proceedingin equity.

Disputes. The (a) All disputes arising from or in connection with this Agreement, whether based on contract, tort, statute or otherwise, including, but not limited to, disputes in connection with claims by third parties hereby consent and agree that (i) all disputes between collectively, "Disputes"), shall only be in accordance with the parties, including those relating to 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, (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 711.10; provided, however, that if nothing contained herein shall preclude either party from seeking or obtaining (i) injunctive relief to prevent an actual or threatened breach of any of the Employee prevails on provisions of this Agreement, or (ii) equitable or other judicial relief to enforce the provisions thereof or to preserve the status quo pending resolution of Disputes hereunder. (b) Either party may give the other party written notice of any dispute covered by this provision, then Dispute not resolved in the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty normal course of business. Within ten (3010) days following any final resolution after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include a statement of such disputeparty's position and a summary of arguments supporting that position and the name and title of the executive who will represent that party and of any other person who will accompany such executive in resolving the Dispute. Within twenty (20) days after delivery of the first notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. (vic) If the Dispute has not been resolved by negotiation with sixty (60) days of the first party's notice, the Dispute shall be submitted, upon application of either party, for resolution by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"). Arbitration shall be by a single arbitrator experienced in the matters that are at issue in the Dispute, which arbitrator shall be selected by the parties in accordance with the Rules. The arbitration shall be conducted in Atlanta, Georgia (or at any other place agreed upon by the parties and the arbitrator). The decision of the arbitrator shall be final and binding as to all matters at issue in the Dispute; provided, however, if necessary such decision may be enforced by either party in any court of law having jurisdiction over the parties or the subject matter of the Dispute. Unless the arbitrator shall assess the costs and expenses of the arbitration proceeding and of the parties differently, each party has knowingly shall pay it costs and voluntarily agreed to enter into this expenses incurred in connection with the arbitration clause andproceeding, except as provided in Section 1.7 and the costs and expenses of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to arbitrator shall be shared equally by the right to request a jury trial or other court proceedingparties.

Disputes. The parties hereby consent and agree that (i) all disputes between the partiesExcept as expressly provided otherwise in this Article 20, including those any controversy or claim arising out of or relating to this Agreement or the existence and validity of this Release Agreement and any dispute validity, inducement, or breach thereof (each such controversy or claim is hereinafter referred to as to the arbitrability of a matter under this provision"Dispute"), shall be submitted settled as follows: (a) Officers at or above the Vice President level of each party shall attempt to full and resolve any Dispute prior to commencing the procedures set forth below. (b) If after seven days the officers are unable to resolve the Dispute, the Chief Executive Officer and/or the highest ranking officer of each party shall submit to non-binding arbitration mediation which shall take place for a period of one day in the Commonwealth of VirginiaNew York, New York before a panel mediator that is knowledgeable about the subject matter of three arbitrators the Dispute and administered that is mutually acceptable to the parties. If the parties are unable to agree on the selection of a mediator, a mediator will be chosen by an arbitrator selected pursuant to the rules of the American Arbitration Association (“AAA”) who will then select such mediator from a list of distinguished neutral mediators maintained by the AAA. The mediator shall confer with the parties to design procedures to conclude the mediation within no more than 45 days after initiation. Under no circumstances shall the commencement of arbitration under its Employment paragraph (c) below be delayed more than 45 days by the mediation process specified in this paragraph (b). Each party has the right to pursue any provisional relief from the appropriate court, such as attachment, preliminary injunction, replevin, etc. to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, even though mediation has not been commenced or completed. (c) If during such one-day mediation the parties are unable to resolve the Dispute, the Dispute shall be settled by arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules and Mediation Proceduresof the AAA then pertaining, providedexcept where those rules conflict with this provision, however, that in which case 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 controls. The parties hereby consent to the jurisdiction of the Federal District Court for the Southern District of New York for the enforcement of these provisions and the entry of judgment on any Commonwealth award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitrator shall be an attorney specializing in business litigation who has at least 15 years of Virginia State experience with a law firm of over 25 lawyers or was a judge of a court of general jurisdiction. The arbitration shall be held in New York. New York and the arbitrator shall apply the substantive law of New York, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal court Arbitration Act. Within 30 days of initiation of arbitration, the parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than six months from selection of the arbitrator. Failing such agreement, the AAA will design and the parties will follow such procedures. The parties agree neither to request or seek to enforce any punitive, consequential, exemplary or special damages from the arbitrator and the arbitrator shall not be empowered to grant any such damages. The arbitrator shall issue written findings of fact and conclusions of law. Either party may appeal issues of law to the appropriate court, including the application of law to the facts. (d) The arbitrator shall be bound by the express terms of this Agreement and may not amend or modify such terms 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 matter. Any award rendered by the arbitratorsarbitrator shall be consistent with the terms of this Agreement, and hereby waives such terms shall control the defense rights and obligations 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 parties. The proceedings shall be confidential 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 shall issue appropriate protective orders 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 proceedingsafeguard both parties' confidential information.

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 this provision, shall be submitted to full dispute between Tenaska 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 Contractor with respect to the right interpretation of this Contract or the performance required by this Contract, including any dispute which may result in a claim, (a "Dispute"), the aggrieved party shall notify the other in writing of the Dispute then existing (the "Dispute Notice"). In order for a party to request proceed under this Section, the Dispute Notice must specifically state that the aggrieved party is invoking the 1. The parties shall then make a jury trial good faith attempt to resolve the Dispute, provided that the provisions of this Section 4.1 shall not override, delay or in any way prevent termination of this Contract by Tenaska or Contractor pursuant applicable Sections of this Contract governing termination of this Contract. During such attempted Dispute resolution, except as otherwise provided herein, the parties shall continue to proceed diligently and in good faith pursuant to the provisions of this Contract. In the event a Dispute is not resolved within sixty (60) Days following the date of the Dispute Notice, thereafter either party in its sole discretion may invoke litigation, provided that failure to invoke litigation shall not be a waiver of any such Dispute. During any litigation which arises out of a Dispute, all parties will continue to proceed pursuant to the provisions of this Contract without prejudice to the rights of Tenaska or Contractor to terminate as provided herein. In addition to the specific rights of termination and suspension as set forth in this Contract and except as limited in this Contract, Tenaska or Contractor shall have also available the remedies, among others, of an action for damages, restraining order, temporary injunction, permanent injunction, or specific performance of all or any provision hereof together with any other court proceedingrights accruing to it at law or in equity. Tenaska shall not be required to invoke the Dispute procedure of Section 4.1 in order to withhold amounts permitted by this Contract to be withheld by Tenaska from a progress payment invoice or to draw upon the Letter of Credit provided pursuant to Section 1.17.

Disputes. The parties hereby consent and agree that (ia) all disputes between In the parties, including those event of any controversy or claim arising out of or relating to the existence and validity any provision of this Release Agreement and any dispute as or the breach thereof, the Parties shall try to settle such conflict amicably between themselves. Subject to the arbitrability exclusions and limitations stated in the remainder of a matter under this provisionSection, any such conflict that the Parties are unable to resolve promptly shall be submitted to full and binding settled through arbitration in the Commonwealth of Virginia, before a panel of three arbitrators and administered by conducted through the American Arbitration Association unless the Parties agree to use a different ADR organization, except that only one arbitrator will be selected, and the arbitrator must be in the Washington D.C. Metropolitan Area. In addition, the arbitrator, before being selected, must agree to issue the ruling on the dispute not later than 180 calendar days from the initial filing for Arbitration, and shall have no authority to make any award for damages excluded in the agreement, nor for attorneys’ fees. Arbitration discovery, to the extent permitted at all, shall be limited. If the Parties do not agree to the scope and nature of discovery, then the Arbitrator shall decide the extent to which discovery is allowed. If the Arbitrator must decide, then no interrogatories or requests for admission shall be allowed, and depositions, to the extent that any at all are permitted based on a showing of substantial need, shall be limited to no more than three per Party, including no more than one corporate deposition, if allowed. No motions practice will be allowed. Unless the Parties agree, the Arbitrator shall decide whether to require pre-hearing exchanges of exhibits and summaries of witness testimony upon which each Party is relying, and proposed rulings and remedies on each issue. (“AAA”b) under its Employment Arbitration Rules A demand for arbitration or commencement of litigation shall be filed within a reasonable time after the controversy or claim has arisen, and Mediation Proceduresin no event later than the earlier of: (a) six months after the termination or purported termination of this Agreement, providedor (b) the date upon which institution of legal proceedings based on such controversy or claim would be barred by the applicable statute of limitations. For the avoidance of doubt, howeverfailure to demand arbitration or commence litigation on an issue arising out of or relating to this Agreement or the breach thereof within the time period set forth in the preceding sentence absolutely precludes the later arbitration or litigation of such issue. Such arbitration shall be held in Xxxxxxxxxx County, that this provision Maryland. The award through arbitration shall not require arbitration be final and binding. Either Party may enter any such award in a court having jurisdiction or may make application to such court for judicial acceptance of the award and an order of enforcement, as the case may be. Notwithstanding the foregoing, either Party may, without recourse to arbitration, assert against the other Party a third-party claim or cross-claim in any claim whichaction brought by a third party, by law, cannot be to which the subject matter of a compulsory arbitration agreementthis Agreement may be relevant. In addition, (ii) notwithstanding the foregoing, each party irrevocably submits to disputes over ownership of intellectual property and claims for damages in excess of one million dollars are excluded from arbitration and either Party may commence an action for such disputes in a state court of competent jurisdiction in Xxxxxxxxxx County, Maryland, or, if jurisdiction is proper in federal court, in the jurisdiction appropriate federal District Court for the District 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 arbitratorsMaryland, and both Parties hereby waives the defense of inconvenient forum consent to the maintenance of any personal jurisdiction in 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 state 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 federal courts 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 proceedingMaryland.

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 shall promptly submit any dispute or claim arising out of or in respect to this Agreement to binding arbitration before one arbitrator ("Arbitrator"). The parties agree that, except as to the arbitrability of a matter under this provisionotherwise provided in Section 5.i and Section 6.h, respecting temporary or preliminary injunctive relief, binding arbitration shall be submitted the sole means of resolving any such dispute or claim. The laws of the State of Colorado shall apply to full any arbitration hereunder and binding arbitration shall govern this Agreement. a. The Arbitrator shall be an active member of the bar in the Commonwealth state in which the arbitration shall occur, specializing for at least fifteen years in corporate and business law. The American Arbitration Association shall select the Arbitrator, upon the request of Virginiaeither side, before a panel within 30 days of three arbitrators and administered request. The arbitration shall be held in the capital of the state in which employee shall be or shall have been most recently employed by Company, in accordance with the then-current provisions of the rules of the American Arbitration Association (“AAA”) under its Employment Arbitration Rules and Mediation ProceduresAssociation, 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 except as otherwise provided herein. b. On application to the jurisdiction of Arbitrator, 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 party shall have rights to enforcement of any judgment upon the award rendered by the arbitrators, and hereby waives the defense of inconvenient forum discovery to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection same extent as would be provided under the AAA’s Employment Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any 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 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 7Agreement; provided, however, that if the Employee prevails on Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 6.b. The Arbitrator shall disallow any claim of fraud, unless alleged with particularity, and shall make no award respecting any fraud claim, unless proved by clear and convincing evidence. No party shall seek, and neither the Arbitrator nor any court shall award, punitive or other exemplary damages respecting any dispute covered by under this provisionAgreement. c. The Arbitrator may, then at his discretion and at the Company shall reimburse expense of the Employee for parties who will bear the Employee’s reasonable attorneys’ fees cost of the Arbitration, employ experts to assist him in his determinations. The costs of the Arbitration proceeding 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 proceeding in court to enter into this confirm or to vacate any arbitration clause and, except award or to obtain temporary or preliminary injunctive relief as provided in Section 1.7 6.h, as applicable, shall be borne by the unsuccessful party and shall be awarded as part of the Severance AgreementArbitrator's decision, hereby waives unless the Arbitrator shall otherwise allocate such costs, for the reasons set forth, in such decision. d. Any judgment upon any rights award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the jurisdiction of the courts (Federal and state) in Colorado to enforce any award of the Arbitrator or to render any provisional or injunctive relief in connection with or in aid of the Arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that might otherwise exist any party necessary to such arbitration (including, without limitation, the parties hereto) shall have been absent from such arbitration for any reason, including, without limitation, that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. e. This Section 6 shall not prevent either Company from seeking or obtaining temporary or preliminary injunctive relief in a court for any breach or threatened breach of any provision of this Agreement or any agreement contemplated hereby; provided that the determination whether such breach or threatened breach shall have occurred and the remedy therefor (other than with respect to resolution such preliminary or temporary relief) shall be made by arbitration pursuant to this Section 6. f. The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of disputes between themany arbitration under this Agreement or any agreement contemplated hereby, including with respect to unless resulting from the right to request a jury trial or other court proceedingwillful misconduct of the person indemnified. g. This arbitration clause shall survive the termination of this Agreement. ALL PARTIES WAIVE TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT.

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 Orange County, Orlando, Florida. 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 Association, with the following exceptions if in conflict: (“AAA”a) under one arbitrator shall be chosen by the Company; (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 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 parties hereby consent Except as set forth in this paragraph or with regard to any rights of indemnification, advancement of legal fees or directors and agree that (i) all disputes between the partiesofficers liability insurance; 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 provision, shall will be submitted to full and settled exclusively by binding arbitration in accordance with the Commonwealth rules of Virginia, before JAMS. The arbitration will be held New York City unless Executive and the Company mutually agree otherwise. Nothing contained in this Section 22 will be construed to limit or preclude 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 Party from bringing 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 action in any action court of competent jurisdiction for injunctive or proceeding provided for other provisional relief to compel another party to comply with its obligations under Section 1.7 this Agreement or any other agreement between or among the Parties during the pendency 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 arbitration proceedings. Each Party shall be responsible for 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 shall 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 shall be granted and shall 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 shall have the authority to award any remedy or relief that a jury trial Court of the State of New York 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 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 or as otherwise excepted above. 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 shall 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 shall be considered confidential and shall 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. Section 3.12 of the Employment Agreement shall be of no further force or effect.