Common use of Except for Disputes Clause in Contracts

Except for Disputes. relating to the enforcement of this Agreement, any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement, including, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (the "Claim"), shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator (the "Arbitrator") selected from and administered by the Portland, Multnomah County, Oregon of JAMS ("JAMS"), in accordance with its then existing Comprehensive Arbitration Rules & Procedures; however, upon the written demand of any Party to the arbitration, the arbitration shall be conducted by and submitted to three Arbitrators selected from and administered by the JAMS Comprehensive Arbitration Rules & Procedures. The arbitration hearing shall be held in Portland, Multnomah County, Oregon. The Arbitrator(s) shall NOT be authorized to reform, modify or materially change this Agreement or other agreements entered into between the Parties. Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s) and JAMS; however, the Arbitrator(s) shall be authorized to determine whether a Party is the prevailing Party and, if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Arbitrator(s) and JAMS. The Arbitrator(s), and not a court, shall also be authorized to determine whether this clause 11 applies to a Claim sought to be resolved hereunder. The Arbitrator(s) shall, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. SCHEDULE 1 CORPORATE STRUCTURE OF THE GROUP Registered Company Name: Powin Energy Corporation Date of Incorporation: 8-9-2010 Place of Incorporation: The State of Oregon, United States Issued Share Capital: US$_________divided into ________ Shares Financial Year End: 31 December SCHEDULE 2 FORM OF DEED OF ADHERENCE (TRANSFERS)1 THIS DEED is made on [ ] 20[ ] BETWEEN: 1. [ ] ‑ all existing parties other than transferor and transferee] (the "Shareholders"); 2. POWIN ENERGY CORPORATION, company incorporated in [the State of Oregon, US and whose registered office is at [·], the United States of America ("Company"); 3. [ ], a company incorporated under the laws of [ ] having its [registered] office at [ ] OR [ ] of [address] (the "Transferor")];

Except for Disputes. relating to the enforcement of this Agreement, any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement, including, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (the "Claim"), shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator (the "Arbitrator") selected from and administered by the Portland, Multnomah County, Oregon of JAMS ("JAMS"), in accordance with its then existing Comprehensive Arbitration Rules & Procedures; however, upon the written demand of any Party to the arbitration, the arbitration shall be conducted by and submitted to three Arbitrators selected from and administered by the JAMS Comprehensive Arbitration Rules & Procedures. The arbitration hearing shall be held in Portland, Multnomah County, Oregon. The Arbitrator(s) shall NOT be authorized to reform, modify or materially change this Agreement or other agreements entered into between the Parties. Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s) and JAMS; however, the Arbitrator(s) shall be authorized to determine whether a Party is the prevailing Party and, if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Arbitrator(s) and JAMS. The Arbitrator(s), and not a court, shall also be authorized to determine whether this clause 11 12 applies to a Claim sought to be resolved hereunder. The Arbitrator(s) shall, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. SCHEDULE 1 CORPORATE STRUCTURE OF THE GROUP Registered Company Name: Powin Energy Corporation Date of Incorporation: 8-90-2010 Place of Incorporation0000 Xxxxx xx Xxxxxxxxxxxxx: The State of OregonXxx Xxxxx xx Xxxxxx, United States Xxxxxx Xxxxxx Issued Share Capital: US$_________10,000 divided into ________ 10,000 Shares Financial Year End: 31 December SCHEDULE 2 FORM OF DEED OF ADHERENCE (TRANSFERS)1 THIS DEED is made on [ ] 20[ ] BETWEEN: [ 1. [ ] ‑ - all existing parties other than transferor and transferee] (the "Shareholders"); 2. POWIN ENERGY CORPORATION, company incorporated in [the State of Oregon, US and whose registered office is at [·], the United States of America ("Company"); 3. [ ], a company incorporated under the laws of [ ] having its [registered] office at [ ] OR [ ] of [address] (the "Transferor")];

Except for Disputes. relating to the enforcement of this Agreement, any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement, including, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (the "Claim"), shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator (the "Arbitrator") selected from and administered by the Portland, Multnomah County, Oregon of JAMS ("JAMS"), in accordance with its then existing Comprehensive Arbitration Rules & Procedures; however, upon the written demand of any Party to the arbitration, the arbitration shall be conducted by and submitted to three Arbitrators selected from and administered by the JAMS Comprehensive Arbitration Rules & Procedures. The arbitration hearing shall be held in Portland, Multnomah County, Oregon. The Arbitrator(s) shall NOT be authorized to reform, modify or materially change this Agreement or other agreements entered into between the Parties. Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s) and JAMS; however, the Arbitrator(s) shall be authorized to determine whether a Party is the prevailing Party and, if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Arbitrator(s) and JAMS. The Arbitrator(s), and not a court, shall also be authorized to determine whether this clause 11 12 applies to a Claim sought to be resolved hereunder. The Arbitrator(s) shall, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. SCHEDULE 1 CORPORATE STRUCTURE OF THE GROUP Registered Company Name: Powin Energy Corporation Date of Incorporation: 80-90-2010 Place of Incorporation0000 Xxxxx xx Xxxxxxxxxxxxx: The State of OregonXxx Xxxxx xx Xxxxxx, United States Xxxxxx Xxxxxx Issued Share Capital: US$_________10,000 divided into ________ 10,000 Shares Financial Year End: 31 December SCHEDULE 2 FORM OF DEED OF ADHERENCE (TRANSFERS)1 THIS DEED is made on [ ] 20[ ] BETWEEN: 1. [ ] ‑ - all existing parties other than transferor and transferee] (the "Shareholders"); 2. POWIN ENERGY CORPORATION, company incorporated in [the State of Oregon, US and whose registered office is at [·], the United States of America ("Company"); 3. [ ], a company incorporated under the laws of [ ] having its [registered] office at [ ] OR [ ] of [address] (the "Transferor")]; 4. [ ], a company incorporated under the laws of [ ] having its [registered] office at [ ] OR [ ] of [address] ("New Shareholder")