Common use of Governing Law and Arbitration Clause in Contracts

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 9.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute 9.2 Any dispute, difference, or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claim arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In 9.3 Unless the case of a Dispute involving only two PartiesParties involved otherwise agree, the tribunal shall consist of three (3) arbitrators. In such instances, arbitrators familiar with corporate and/or admiralty matters and the Party referring the matter to arbitration shall appoint its arbitrator and send notice type of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator business conducted by the second Party, the two appointed arbitrators shall appoint a thirdParties. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, requiring the other Party to appoint its own arbitrator within 14 calendar days of that notice, and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. The two arbitrators appointed by the Parties shall select the third arbitrator. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. Nothing herein shall prevent the Parties from agreeing in writing to the use of a sole arbitrator. 10.5 Where there are only two 9.4 The Parties to the Dispute and further agree that in cases where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced.. THE Alliance Agreement FMC Agreement No. Substitute Original Page No. 14 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.. Original Page No. 15

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall This Agreement will be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved interpreted in accordance with sub-clause 10.3 below. 10.3 the substantive law, not including conflicts of law principles, of the State of Utah. Any Dispute dispute, claim or controversy arising out of or in connection with relating to this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with or the unanimous consent breach, termination, enforcement, interpretation or validity thereof, including the determination of the Parties involved) scope or applicability of this agreement to arbitrate, will be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the Arbitration Act “Rules”) in effect on the date of 1996 or any statutory modification or reenactment thereofthe commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of law. The arbitration shall will be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case County of New York, State of New York by a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its sole arbitrator and send notice of such appointment in writing appointed pursuant to the other PartyRules. The arbitrator(s) will deliver a reasoned written decision with respect to the dispute to each party, who will promptly act in accordance therewith. The prevailing party will be entitled to recover its reasonable costs relating to that aspect of its claim or defense on which it prevails, including reasonable attorneys’ fees and costs, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordinglyopposing costs awards will be offset. The award of a sole the arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall will be final and conclusive; binding on the parties, and judgment may be entered on the award and the award shall be enforceable in enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12.a for any proceeding commenced under this Section 12.c. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts as authorized by this Agreement or by applicable law, the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. If the two arbitrators cannot agree on a third, the third shall be appointed by the President of the LMAA upon request of either Line. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed.. FMC Agreement No. 012439-004 Original Page No. 14a 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 (a) The interpretationAgreement and any non-contractual obligations arising out of or in connection with the Agreement, constructionare governed by, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by construed in accordance with, the laws of Englandthe State of New York, provided, however, that nothing herein shall relieve the Parties from the applicable requirements United States of the U.S. Shipping Act of 1984, as amendedAmerica. 10.2 Without prejudice (b) with respect to a Party’s right any suit, action or proceedings relating to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably this Agreement or Electronic Confirmations, each party agrees that any claim, dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute whatsoever nature arising out of or in connection with this Agreement which cannot be resolved amicably ("Dispute") shall be referred to and finally determined by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist before an Arbitral Tribunal composed of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice Arbitrators (“Tribunal”); (c) any reference of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration mayshall be determined in accordance with the rules of the Singapore International Arbitration Centre which shall apply to any arbitration under this Agreement wherever such arbitration shall be conducted; (d) Singapore shall be the seat of the arbitration but hearings may be held at such other place as the parties and the Tribunal may agree or as the Tribunal shall deem appropriate after consultation with the parties; (e) the language of the arbitration shall be English and all documents submitted to the arbitration shall be submitted to the arbitration in their original form together with an English translation; (f) the powers of the Tribunal shall include the power to open up, without the requirement review and revise any decision of any further prior notice third party who is empowered by the contract to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement.make decisions; 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, (g) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when private. Each party agrees that all documents and evidence submitted in the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three (including without limitation any statements of case and any interim or more Parties involved final award) shall remain confidential both during and after any final award is rendered unless the parties agree otherwise in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revokedwriting; (bh) with reference to the above provisions, the parties hereto agree not to submit any Dispute (including Dispute regarding the non-contractual obligations arising from or in connection with the Agreement or the existence, validity or termination of the Agreement) arising under this Agreement to any court within the jurisdiction of the parties; (i) each party agrees that the documents which have been disclosed without preventing any other mode of service, any document in any Dispute referred to arbitration may be served on any party by the Parties in one arbitration shall be made available being delivered to or left for that party at its last address in the other arbitration upon party’s record. Each party undertakes to maintain such conditions an address at all times and to notify the other party in writing in advance of any change from time to time of the details of such address, such notice to be either personally delivered or sent by postage prepaid registered airmail or transmitted by facsimile (with postage prepaid airmailconfirmation).” 2. Notwithstanding anything to the contrary, You acknowledge and agree that Citibank will only make available to You, foreign exchange related products as the tribunals may determine;part of CitiFX Pulse. You represent and warrant that You will only submit orders and enter into Transactions for foreign exchange related products. (c) 3. The parties agree that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as event of inconsistencies between the tribunals may determine. 10.8 If an order for consolidation is made hereunder English and the membership Indonesian versions of the tribunals is not identicalthis Agreement, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointedEnglish version shall prevail. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, 45.1 This Agreement (and enforcement any non-contractual obligations arising out of or in connection with this Agreement, and all rights and obligations between the Parties under this Agreement, ) shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved construed in accordance with sub-clause 10.3 belowEnglish law. 10.3 Any Dispute 45.2 Subject to Clause 33, all disputes arising out of or in connection with this Agreement or the SPA (which cannot be resolved amicably incorporates this same arbitration agreement by repetition in full, excluding in respect of any dispute in respect of the Completion Accounts) shall be referred to arbitration in London (unless varied with finally settled under the unanimous consent Rules of Arbitration of the Parties involvedLondon Court of International Arbitration (“LCIA”) by three arbitrators. The claimant(s) shall nominate one arbitrator to be approved by the LCIA Court in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofLCIA Rules. The arbitration respondent(s) shall nominate one arbitrator to be conducted approved by the LCIA in accordance with the LMAA LCIA Rules. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-appointed arbitrators, reached in consultation with the parties, within twenty (London Maritime Arbitration Association20) terms current at days of the time when confirmation of the arbitration proceedings are commenced. 10.4 appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA Court. In the case event that any party fails to nominate an arbitrator in accordance with the foregoing, then the LCIA Court shall nominate an arbitrator on behalf of a Dispute involving only two Parties, the tribunal shall consist party that has failed to nominate an arbitrator. The place of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Partybe London, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdEngland. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge language of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted English. 45.3 If for any reason more than one arbitration is commenced pursuant to this arbitration agreement, such separate arbitration proceedings may be consolidated into a single proceeding before one Tribunal appointed in accordance with the LMAA Small Claims Procedure current at the time when the this arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration agreement, where there are three or more Parties involved no significant prejudice would result, as determined in the Disputesole discretion of the Tribunal first appointed in any such several proceedings. This clause is expressly intended to afford the Tribunal so appointed with greater flexibility and discretion to consolidate related arbitration claims and proceedings, so that related claims and proceedings may be combined within a single proceeding, than is otherwise afforded under the referring Party shall request LCIA Rules. For the avoidance of doubt, each party expressly acknowledges that the President of fact that the LMAA first in time arbitral tribunal has already been appointed does not constitute significant prejudice for the time being appoint the three arbitrator tribunalpurpose of this clause. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The This Agreement will be governed by and construed in accordance with the Laws of the Commonwealth of Pennsylvania without regard to conflict of law principles. Any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or its interpretation or any agreements relating hereto or contemplated herein or the interpretation, constructionbreach, termination, validity or invalidity hereof shall be settled exclusively and enforcement finally by arbitration; provided that neither the Officer nor the Company shall be required to submit claims for injunctive relief to enforce the covenants contained in Sections 4(f)(vi) and 5 of this AgreementAgreement to arbitration. Arbitration shall be held in Philadelphia, and all rights and obligations between Pennsylvania, in accordance with the Parties under then prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association by a single arbitrator. Any party may initiate arbitration by giving the other party written notice of the commencement of arbitration. To the extent not inconsistent with other provisions of this AgreementSection 11, the arbitration procedure shall be governed by the laws United States Arbitration Act, 9 U.S.C. §§ 1-16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction. Each party shall have discovery rights as provided by the Federal Rules of England, Civil Procedure; provided, however, that nothing herein all such discovery shall relieve the Parties from the applicable requirements be commenced and concluded within 90 days of the U.S. Shipping Act initiation of 1984arbitration. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, as amended. 10.2 Without prejudice once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each hearing date to a Party’s right begin at 9:00 a.m. and to seek relief in the courts the Parties conclude at 5:00 p.m. The arbitrator shall use all reasonable efforts to negotiate in good faith and settle amicably any dispute issue the final award or difference that may arise out awards within a period of or relate five business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Agreement (a "Dispute"). If a Dispute canSection 11 shall not be settled through negotiations by appropriate representatives a basis for challenging the award. The parties waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the Parties involvedarbitrator is specifically divested of any power to award damages in the nature of punitive, a Party may give to the other Party(s) a notice exemplary or statutory damages in writing excess of the Dispute compensatory damages, or any form of damages in excess of compensatory damages. Each party shall bear its own costs and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or attorneys’ fees in connection with this Agreement which cannot be resolved amicably the arbitration and shall be referred to arbitration in London (unless varied with share equally the unanimous consent fees and expenses of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofarbitrator. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable paid within 30 days after the award has been made. Each party agrees that any legal proceeding instituted to enforce an arbitration award hereunder will be brought in any a court of competent jurisdictionjurisdiction (either state or federal) in Philadelphia, Pennsylvania, and hereby submits to personal jurisdiction of such courts and irrevocably waives any objection as to venue in such courts, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum.

Governing Law and Arbitration. 10.1 (a) The interpretation, constructionparties agree that any and all disputes arising under or related in any way to this Guaranty or the transactions contemplated hereby shall be resolved solely in arbitration before the Chancery Court of the State of Delaware (the “Delaware Court of Chancery”) as set forth below. Accordingly, and enforcement for the sake of clarity, the parties agree that they are waiving and relinquishing the right to bring any dispute arising under or related in any way to this AgreementGuaranty or the transactions contemplated hereby before a court of any state or the United States; that they are waiving any right to have such dispute decided by a jury; and that they are also waiving any right to argue that the forum for the arbitration is an inconvenient one. The parties intend that this Section 11 be interpreted as broadly as possible, and all rights in favor of prompt and obligations between the Parties under this Agreement, binding arbitration (b) This Guaranty shall be governed by by, and construed in accordance with, the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements Laws of the U.S. Shipping Act State of 1984Delaware, as amended. 10.2 Without prejudice without regard to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably principles of conflicts of laws thereof. The parties hereto agree that any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute controversy arising out of or in connection with this Agreement which cannot be resolved amicably Guaranty or the transactions contemplated hereby (a “Dispute”) shall be referred arbitrated in the Delaware Court of Chancery pursuant to arbitration in London 10 Del. C. § 349 and the Rules of the Delaware Court of Chancery promulgated thereunder (unless varied the “Chancery Rules”). The parties hereto agree to take all steps necessary or advisable, including execution of documents to be filed with the unanimous consent Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Parties involvedChancery Rules) in accordance with this Section 11(b), and each such party agrees that it shall raise no objection to the submission of the Dispute to Arbitration Act in accordance with this Section 11(b) and further irrevocably waives, to the fullest extent permitted by law, any objection that it may have or hereafter have to the submission of 1996 such Dispute for Arbitration or any statutory modification or reenactment thereof. right to lay claim to jurisdiction in any venue. (c) The arbitration Arbitration shall be conducted in accordance with the LMAA Chancery Rules; provided that the parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent of the Arbitrator. Any such amendments, modifications or alterations shall be in writing and signed by an authorized representative of each such party. The Arbitration shall take place in Delaware or such other location as the parties and the Arbitrator (London Maritime Arbitration Associationas defined below) terms current at the time when the arbitration proceedings are commencedmay agree. 10.4 In (d) The Arbitration shall be presided over by one arbitrator (the case “Arbitrator”) who shall be a chancellor or vice-chancellor of a Dispute involving only two Parties, the tribunal shall consist Delaware Court of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of Chancery appointed as an arbitrator by the second Party, Delaware Court of Chancery. (e) Any issue concerning the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with extent to which any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute is subject to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator Arbitration shall be binding on both Parties as if he had been appointed decided by agreementthe Arbitrator. 10.5 Where there are only two Parties (f) The arbitral award (the “Award”) shall (i) be written or oral, (ii) state the reasons for the award, and (iii) be the sole and exclusive binding remedy with respect to the Dispute between and where among the amount parties. The parties hereto acknowledge that time is of the essence and the parties agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be entered in dispute does not exceed US$100,000any court having jurisdiction thereof. All Awards of the Arbitrator shall be final, nonappealable and binding on the parties. The parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. § 349(b). The Award shall be deemed an award of the United States, the relationship between the parties shall be deemed commercial in nature, and any Dispute arbitrated pursuant to this Section 11 shall be deemed commercial. (g) The Arbitrator shall have the authority to grant any equitable or legal remedies that would be available in any judicial proceeding intended to resolve a Dispute, including entering injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering of the Award. Notwithstanding the foregoing, the parties hereto agree that any petition for arbitration submitted pursuant to this Section 11 shall seek specific performance and may also seek monetary damages, but only in the event that a grant of an award of specific performance of the transactions contemplated hereby is not awarded. (h) The parties hereto agree that the Arbitration, and all matters relating thereto or arising thereunder, including the existence of the Dispute, the proceeding and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any decision of the Arbitrator or Award), shall be kept strictly confidential, and each party hereby agrees that such information shall not be disclosed beyond (i) the Arbitrator or such other persons as are contemplated by 10 Del C. § 349(b), (ii) such party’s legal counsel, for any purpose related to the Dispute, (iii) the other party to the Dispute, (iv) the other party’s legal counsel, for any purpose related to the Dispute, (v) any person necessary to the conduct of the Arbitration, and (vi) solely in connection with a party’s enforcement of an Award in a court having jurisdiction thereof in accordance with Section 11, such court; provided, however, that each party hereto agrees that, prior to disclosing any information to any party listed in subclauses (ii), (iv) or (v) above, such party shall use its best efforts to cause the recipient of such information to agree to maintain the confidentiality of such agreement in a manner consistent with the terms hereof. (i) Each party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the parties in connection with the prosecution of the Arbitration. (j) The parties acknowledge that the Arbitrator may impose rules different from, or in addition to, those set forth in this Section 11, and nothing in this Section 11 shall be construed to limit or restrict the Arbitrator from adopting any such rules. Notwithstanding the foregoing, each party hereto shall use its best efforts to cause the Arbitration to be conducted in accordance with the LMAA Small Claims Procedure current at procedures set forth in the time when foregoing provisions of this Section 11, and hereby further waives the arbitration proceedings are commencedright to object to the conduct of the Arbitration in accordance therewith. 10.6 If a Party wishes (k) Notwithstanding the other provisions of this Section 11, each party hereto shall be entitled to refer a Dispute to arbitration where there are three seek interim or more Parties involved provisional relief in the DisputeDelaware Court of Chancery or, if the referring Party shall request that Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the President State of Delaware to (i) remedy or prevent breaches of this Guaranty or (ii) maintain the status quo, in each case until such time as the Arbitrator has been appointed. Each party hereto (i) irrevocably submits itself to the personal jurisdiction of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two Delaware Court of Chancery or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available Federal court located in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership State of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable Delaware in any court of competent jurisdictionproceeding seeking such relief, and (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court.

Governing Law and Arbitration. 10.1 a. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF MINNESOTA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. ANY DISPUTE OR CLAIM, INCLUDING A DEMAND OR ASSERTION BY ONE OF THE PARTIES SEEKING ANY FORM OF RELIEF SUCH AS ADJUSTMENT OR INTERPRETATION OF THE TERMS OF THIS AGREEMENT (HEREAFTER, “DISPUTE”) ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY BINDING ARBITRATION, RATHER THAN IN COURT. The interpretation, construction, Federal Arbitration Act and enforcement of federal arbitration law apply to this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief b. The Parties agree that the American Arbitration Association (“AAA”) Commercial Arbitration Rules in effect at the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing time of the Dispute and request shall govern the Dispute arbitration. The agreement to have the AAA Rules govern the arbitration does not obligate the Parties to use the AAA to administer the arbitration. The arbitration may be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated administered by the Party who shall meet arbitrator(s), the AAA, or another dispute resolution service mutually agreeable to the Parties. Judgment on the award rendered by the arbitrator(s) may be entered in order to any court having jurisdiction. c. The Parties will attempt to resolve the Disputeagree upon a mutually acceptable arbitrator. If the Dispute is Parties cannot settled by agreement in writing between agree on an arbitrator within five (5) business days after delivery of the demand for arbitration, then the Parties within fourteen will each select an arbitrator (14who has no professional conflicts of interest or material financial, business, or personal interest with the Parties or their affiliates) days to serve as an arbitrator in the dispute, and those two arbitrators will mutually select a third person who will serve as the sole arbitrator. If the AAA rules require a panel of three arbitrators due to the size of the Dispute Notice being givendispute, regardless then the two Party-selected arbitrators plus the third arbitrator will serve as the required panel of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 belowthree arbitrators. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or d. The venue for any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with Hennepin or Xxxxxx County, Minnesota. The Parties will attempt to agree on the LMAA (London Maritime Arbitration Association) terms current at the time when the precise location for any such mediation or arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Partiesand, if they cannot agree, the tribunal Parties e. The arbitrator(s) shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing award to the other prevailing Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Partyif any, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointedarbitrator(s), all of the prevailing Party’s costs and fees, including all reasonable pre-award expenses of the arbitration and including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment f. Except as may be entered on required by law, neither a Party nor an arbitrator may disclose the award existence, content, or results of any arbitration hereunder without the prior written consent of both Parties, except to those persons who need to know for the Party to perform the duties and obligations imposed by the award shall be enforceable in any court of competent jurisdictionarbitration result.

Governing Law and Arbitration. 10.1 The interpretationTHIS AGREEMENT SHALL BE DEEMED TO BE ----------------------------- MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute (a) Any dispute, controversy or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claim arising out of or in connection with relating to this Agreement which cannot be resolved amicably shall be referred to settled by arbitration in London (unless varied with administered by the unanimous consent International Chamber of the Parties involved) Commerce in accordance with its International Arbitration Rules. The arbitration shall be the Arbitration Act sole and exclusive forum for resolution of 1996 such dispute, controversy or claim, and the award rendered shall be final and binding. Judgment on the award rendered may be entered in any statutory modification court having jurisdiction thereof. (b) The number of arbitrators shall be three, one of whom shall be appointed by the party asserting a claim against the other party or reenactment parties, one of whom shall be appointed by the party or parties (acting together), as the case may be, against whom a claim has been asserted, and the third of whom shall be selected by mutual agreement, if possible, within thirty days of the selection of the second arbitrator and thereafter by the administering authority. (c) The language of the arbitration shall be conducted in the English language and any foreign-language documents presented at such arbitration shall be accompanied by an English translation thereof. The arbitration shall be conducted held in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedHong Kong. 10.4 In (d) Any award of the case arbitrators (i) shall be in writing, (ii) shall state the reasons upon which such award is based and (iii) may include an award of a Dispute involving only two Partiescosts, the tribunal shall consist of three including reasonable attorneys' fees and disbursements. (3e) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial authority to award punitive damages or personal interest whatsoever any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party award that does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice conform to the other Party, appoint its arbitrator as sole arbitrator terms and shall advise the other Party accordingly. The award conditions of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreementthis Agreement. 10.5 Where there are only two Parties (f) Any party may make an application to the Dispute and where arbitrators seeking injunctive relief to maintain the amount in dispute does not exceed US$100,000, status quo until such time as the arbitration shall be conducted award is rendered or the dispute, controversy or claim is otherwise resolved. Any party may apply to any court having jurisdiction hereof and seek injunctive relief in accordance with order to maintain the LMAA Small Claims Procedure current at the status quo until such time when as the arbitration proceedings are commencedaward is rendered or the dispute, controversy or claim is otherwise resolved. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, This Agreement and all rights and obligations between the Parties under this Agreement, matters related thereto shall be governed by and interpreted under the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements State of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the New York. The Parties shall use reasonable efforts to negotiate engage in good faith and settle amicably consultation to resolve any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which Agreement. Such consultation will begin immediately after one Party has delivered to the other party a request for consultation. If the dispute cannot be resolved amicably shall be referred within [***] following the date on which the request for consultation is delivered, then either Party may submit the dispute to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall to be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current JAMS rules then in effect at the time when of submission. Unless otherwise mutually agreed upon by the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the place of arbitration will be New York, New York. The official language of the arbitration will be English. The tribunal shall will consist of three (3) arbitratorsone arbitrator to be appointed in accordance with the JAMS rules. In The Parties agree that they shall share equally the cost of the arbitration filing and hearing fees and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ fees and associated costs and expenses. The arbitrator shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery, provided that the arbitrator shall permit such instancesdiscovery as he or she deems necessary to permit an equitable resolution to the matter. The arbitration proceedings will be confidential, and the arbitrators may issue appropriate protective orders to safeguard each Party’s Confidential Information. The arbitral award will be final and binding upon the Parties, and the Party referring to which the matter award is granted may apply to arbitration shall appoint its arbitrator and send notice a court of competent jurisdiction for enforcement of the award. Notwithstanding the foregoing, each Party has the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. If a Party asserted to be in breach under Section 8.3.1 above disputes that a material breach has occurred within the cure period for such appointment breach, or a Party disputes in writing good faith the circumstances giving rise to a right of termination by the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and this Agreement shall not have acquired be terminated as a detailed prior knowledge result of the matter in dispute. If the other Party does not appoint its own arbitrator disputed breach or such circumstances unless and give notice that until it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted determined in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings this Section 10.1 that this Agreement was materially breached or that such circumstances exist, and such breach or circumstances are commencednot cured within [***] after such determination. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation30.01 This Agreement shall in all respects regarding substantive law be governed by and construed in accordance with Swedish law exclusively, constructionas such law be in effect from time to time, and enforcement such law shall also be applied to this Agreement and any and all disputes, claims etc. which may arise hereunder, in case of arbitration, court proceedings or otherwise. 30.02 The Parties agree that the United Nations Convention on contracts for the International Sale of Goods shall not apply to governance and construction of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith 30.03 Any dispute, controversy or claim between ISE and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute OMT arising out of or in connection with relating to this Agreement Agreement, the breach termination or validity thereof which cannot the Parties have failed to solve through negotiations or through an expert resolution as agreed upon between the Parties, shall be resolved amicably shall be referred to by arbitration in London (unless varied with the unanimous consent of the Parties involved) convened and conducted in accordance with the United Nations Commission on International Trade Law (“UNCITRAL”) arbitration rules then in force, (the “Rules”) being supplemented by Swedish procedural law. 30.04 There shall be three arbitrators who shall be appointed in accordance with the Rules. If any arbitrator has not been appointed within the time limits specified in the Rules, on the request of either Party, such appointment shall be made by the International Court of Arbitration Act of 1996 the International Chamber of Commerce (“ICC”) upon the written request of either the claimant or any statutory modification or reenactment thereofthe respondent, within 30 days of such request. The arbitration shall be conducted held in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two PartiesLondon, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator England and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance the English language. 30.05 To the extent that it is reasonably possible, the performance of this Agreement shall continue during the referral of any dispute to arbitration. 30.06 The Parties hereby waive any rights of application or appeal to any court or tribunal of competent jurisdiction (including without limitation the courts of the Territory, England and of Sweden) to the fullest extent permitted by law in connection with any question of law arising in the LMAA Small Claims Procedure current at the time when course of the arbitration proceedings are commenced. 10.6 If a Party wishes or with respect to refer a Dispute any award made except for actions relating to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President enforcement of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two arbitration agreement or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidatedan arbitral award. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, award shall be final and conclusive; judgment binding upon the Parties, and shall be the sole and exclusive remedy between the Parties regarding any claims, counter-claims, issues, or accounting presented to the arbitral tribunal. Judgement upon any award may be entered on the award and the award shall be enforceable in any court having jurisdiction thereof. 30.07 In disputes involving breach of ISE’s obligations regarding intellectual and other property rights in the Software Product or the Documentation or breach of a Party’s obligations regarding Confidential Information, this Article 30 will not preclude a Party from obtaining interim or injunctive relief on an immediate basis from a court of competent jurisdictionjurisdiction pending the outcome of arbitration.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 20.01 This Agreement shall be governed by and construed in accordance with the laws of England, provided, however, that nothing herein shall relieve the Parties from Province of Alberta and the applicable requirements laws of the U.S. Shipping Act of 1984, as amendedCanada in force therein. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably 20.02 Except as otherwise specified herein, should any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of parties concerning this Agreement, the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute parties agree to a member of senior management nominated by the Party who shall meet in order to first attempt to resolve the Disputedispute in good faith. If the Dispute is not settled by agreement in writing between the Parties within fourteen sixty (1460) days of one party providing written notice of such dispute to the Dispute Notice being givenother party such dispute is not resolved as aforesaid, regardless then the dispute shall immediately thereafter be referred for resolution to binding arbitration by a single arbitrator under the rules of whether a meeting has taken place it the Arbitration Act (Alberta) which shall be resolved held at a neutral site in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) Calgary, Alberta and in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollowing rules: (a) that any directions previously given The arbitration shall be revokedby one arbitrator and the parties will meet in an attempt in good faith to appoint a sole arbitrator. If they are unable within ten days of the first written demand for a meeting for that purpose to agree upon a sole arbitrator, then the arbitrator shall be appointed pursuant to the rules of Arbitration Act (Alberta); (b) that The arbitrator or arbitrators selected to act hereunder will be qualified by education and training to pass upon the documents which have been disclosed by particular question in dispute. The sole arbitrator chosen in accordance with the Parties above procedure will, subject to the completion of any discovery permitted under the following paragraph, proceed immediately to hear and determine the matter or matters in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determinedispute; (c) that As soon as practicable after the evidence which arbitrator has been given in one duly selected, the party demanding arbitration shall be received and admitted in deliver to the other parties and the arbitrator, particulars of its dispute, together with any documents or evidence relied upon by the party demanding arbitration. Within twenty (20) days of receipt of the particulars of the party demanding arbitration, subject the other party shall deliver the particulars of its response to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder party demanding arbitration and the membership arbitrator, together with any documents or evidence relied upon by the relied upon by the other party; (d) The sole arbitrator may in his discretion conduct, or will at the written request of any party to the dispute, permit the parties to conduct, pre-arbitration discovery in a manner consistent with the rules for civil actions brought in a Court in Calgary, Alberta; (e) The arbitrator may in his or her discretion hold a hearing, and shall do so at the written request of any party to the dispute, with respect to preliminary or other issues. Where no hearing is held, the arbitrator shall consider only the particulars and the documentary evidence submitted by the parties; (f) The arbitrator shall have all the powers conferred upon him by the rules of the tribunals is not identicalArbitration Act (Alberta) including, without limitation, the consolidated arbitration shallpower to obtain the assistance, after advice or opinion of any chartered accountant, lawyer, appraiser, valuator or other expert whom he thinks necessary and qualified; (g) The decision of the date of consolidation, sole arbitrator will be heard in writing and determined signed by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact sole arbitrator and conclusions, shall will be final and conclusive; judgment may be entered on the award binding upon all parties to any matter or matters so submitted to arbitration and the award parties will perform the terms and conditions thereof. No party will be deemed to be in default of any matter being arbitrated until ten (10) days after a copy of the decision of the arbitrator is delivered to each party; (h) The decision of the arbitrator will be made within forty-five (45) days after his appointment or within twenty (20) days after the completion of any discovery conducted with respect thereto, whichever is later. In the event the sole arbitrator fails to make a decision within sixty (60) days after he was appointed or within forty (40) days after the completion of any discovery, whichever is later, then any of the parties concerned may elect to have a new sole arbitrator chosen as if none had been selected; and (i) Unless the arbitrator otherwise directs, each party to the dispute shall be enforceable in bear its own costs and expenses thereof and the unsuccessful party shall bear the costs of the arbitrator and of any experts appointed by the arbitrator. 20.03 Section 20.02 of this Article shall not prevent a party hereto from applying to a court of competent jurisdictionjurisdiction for interim protection such as, by way of example, an interim injunction.

Governing Law and Arbitration. 10.1 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (a) The interpretationvalidity, construction, interpretation and enforcement effect of this Agreement shall be governed by and construed under the laws of the State of Texas (b) Except with respect to disputes concerning Confidential Information and Intellectual Property Rights as set forth in Section X of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order parties agree to attempt to resolve the Disputesettle any disputes that arise in connection with this Agreement through good faith non-binding mediation efforts. If the Dispute is not settled by agreement Each party shall bear their own attorneys fees and expenses in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance connection with sub-clause 10.3 below. 10.3 Any Dispute arising out of or any mediation. The parties agree that any dispute that arises in connection with this Agreement which canis not be resolved amicably settled through good faith mediation efforts shall be referred to settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) which shall be in accordance with the Commercial Arbitration Act Rules of 1996 or any statutory modification or reenactment thereofthe American Arbitration Association. The Such arbitration shall be conducted held in accordance with (i) COMPANY’s home county, if the LMAA demand for arbitration is initiated by DPT or (London Maritime Arbitration Associationii) terms current at Bexar County, Texas, if the time when the demand for arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal is initiated by COMPANY. There shall consist of be three (3) arbitrators. In such instances, the Party referring the matter one (1) to arbitration shall appoint its arbitrator be chosen by COMPANY, one (1) to be chosen by DPT and send notice of such appointment in writing a third to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator be selected by the second Party, the two appointed arbitrators shall appoint a thirdso chosen. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge decision of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, arbitrators shall be final and conclusive; judgment may be entered on the award binding upon all parties and the award their respective successors and assigns. The costs of arbitration, excluding attorney’s fees, shall be enforceable borne by the losing party. Notwithstanding the foregoing, the parties agree that any breach of Section X of this Agreement will cause irreparable damage and that in the event of such breach, each of the parties hereto shall have, in addition to any court and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation of competent jurisdictionthe other party’s obligations hereunder.

Governing Law and Arbitration. 10.1 The interpretation22.1 This Agreement shall in all respects regarding substantive law be governed by and construed in accordance with Swedish law exclusively, constructionas such law be in effect from time to time, and enforcement such law shall also be applied to this Agreement and any and all disputes, claims etc. which may arise hereunder, in case of arbitration, court proceedings or otherwise. 22.2 The Parties agree that the United Nations Convention on contracts for the International Sale of Goods shall not apply to governance and construction of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith 22.3 Any dispute, controversy or claim between Customer and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute OMT arising out of or relating to this Agreement, the breach termination or validity thereof which the Parties have failed to solve in connection with this Agreement which cannot the joint steering group or otherwise through negotiations or through an expert resolution as agreed upon between the Parties, shall be resolved amicably shall be referred to by arbitration in London (unless varied with the unanimous consent of the Parties involved) convened and conducted in accordance with the United Nations Commission on International Trade Law (“UNCITRAL”) arbitration rules then in force, (the “Rules”) being supplemented by Swedish procedural law. 22.4 There shall be three arbitrators who shall be appointed in accordance with the Rules. If any arbitrator has not been appointed within the time limits specified in the Rules, on the request of either Party, such appointment shall be made by the International Court of Arbitration Act of 1996 the International Chamber of Commerce (“ICC”) upon the written request of either the claimant or any statutory modification or reenactment thereofthe respondent, within 30 days of such request. The arbitration shall be conducted held in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two PartiesLondon, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator England and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance the English language. 22.5 To the extent that it is reasonably possible, the performance of this Agreement shall continue during the referral of any dispute to arbitration. 22.6 The Parties hereby waive any rights of application or appeal to any court or tribunal of competent jurisdiction (including without limitation the courts of the Territory, England and of Sweden) to the fullest extent permitted by law in connection with any question of law arising in the LMAA Small Claims Procedure current at the time when course of the arbitration proceedings are commenced. 10.6 If a Party wishes or with respect to refer a Dispute any award made except for actions relating to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President enforcement of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two arbitration agreement or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidatedan arbitral award. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, award shall be final and conclusive; judgment binding upon the Parties, and shall be the sole and exclusive remedy between the Parties regarding any claims, counter-claims, issues, or accounting presented to the arbitral tribunal. Judgement upon any award may be entered on the award and the award shall be enforceable in any court having jurisdiction thereof. 22.7 In disputes involving breach of Customer’s obligations regarding intellectual and other property rights in the Software Product or the Documentation or breach of a Party’s obligations regarding Confidential Information, this Article 25 will not preclude a Party from obtaining interim or injunctive relief on an immediate basis from a court of competent jurisdictionjurisdiction pending the outcome of arbitration.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and 16.1 This Agreement including any non-contractual obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred governed by and construed in accordance with English Law. 16.2 Any dispute, controversy or claim arising out of, or in connection with, this Agreement, including a dispute as to the validity or existence of this Agreement and/or this Clause 16.2, shall be finally resolved by arbitration in London (unless varied with conducted in English under the unanimous consent Rules of Arbitration of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of ICC by three (3) arbitrators. In such instancesEach Party shall nominate one (1) arbitrator and, the third arbitrator, who will act as chairman, shall be nominated by the two (2) Party-nominated arbitrators. 16.3 A Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing may apply to the English courts (but not, for the avoidance of doubt, any other courts) for interim relief and/or conservatory measures (an “Interim Relief Application”) and any such Interim Relief Application shall not be deemed to be incompatible with, or a waiver of, the arbitration agreement. 16.4 For the purposes of Clause 163, each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England. 16.5 Where disputes arise out of or in connection with this Agreement or any Related Agreement which, in the reasonable opinion of the first panel of arbitrators to be appointed in any of the disputes (the “First Panel”), are so closely connected that it is fair and expedient for them to be resolved in the same proceedings, the First Panel may, upon application by any Party, and requesting order that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators proceedings to resolve that dispute shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or be consolidated with those to resolve any Party and shall not have acquired a detailed prior knowledge of the matter in disputeother disputes (whether or not proceedings to resolve those other disputes have yet been instituted). If the other Party does not appoint its own arbitrator and give notice that it has done First Panel so within the 14 days specifiedorders, the Party referring Parties to each dispute which is a Dispute to arbitration may, without the requirement subject of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator their order shall be binding on both Parties treated as if he had been appointed having consented to that dispute being finally decided: (A) by agreement.the First Panel unless the ICC Court decides that such panel would not be suitable; and 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted (B) in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved procedure specified in the Disputecontract pursuant to which the First Panel was appointed, unless otherwise agreed by all Parties to the referring consolidated proceedings or ordered by the First Panel, and each Party shall request that hereby waives any right to object to the President constitution of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration First Panel upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdictiongrounds that it was not entitled to nominate an arbitrator.

Governing Law and Arbitration. 10.1 15.8.1 This Agreement and any claims, disputes or causes of action relating to or arising out of this Agreement shall be construed in accordance with and governed by the laws of the State of New York without giving effect to the conflict of laws principles thereof. All claims under this Agreement which cannot be amicably settled shall be submitted to binding arbitration as set forth below. 15.8.2 Prior to arbitration, the Parties shall seek informal resolution of disputes. The interpretationprocess shall be initiated with written notice of one Party to the other, constructiondescribing the dispute with reasonable particularity. The other Party shall respond within ten (10) calendar days. Each Party shall promptly designate an executive with requisite authority to resolve the dispute, and enforcement the first meeting shall occur within 10 calendar days from the response described above. If the dispute is not resolved within 10 calendar days of the first meeting, either Party may proceed to arbitration as set forth below. 15.8.3 The Parties agree that any claim or dispute between them, and any claim by either of Party against any agent, employee, successor, or assign of the other, related to this Agreement, and all rights and obligations between including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except where those rules are intentionally varied by the Parties under herein or pursuant to mutual agreement. The Parties expressly agree that the arbitration shall be conducted in New York, NY, in the English language, and with New York law governing this Agreement. The prevailing Party shall be entitled to a reimbursement of all of its reasonable attorney fees and arbitration costs by the other Party. The arbitration award shall be final. 15.8.4 The Parties enter into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement, and any proceedings thereunder, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Federal Arbitration Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute")“FAA”) 9 U.S.C. §§ 1-16. If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated Any award by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award as a judgment in any court having jurisdiction. 15.8.5 Nothing in this Section 15.8 shall be enforceable prevent a Party from seeking interim injunctive or other equitable relief in any court of competent jurisdictionjurisdiction to preserve the status quo or to prevent irreparable harm pending resolution of any dispute.

Governing Law and Arbitration. 10.1 14.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia- and the laws of Canada in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of British Columbia. Subject to Articles 14.2 and 14.3, the courts of British Columbia shall have exclusive jurisdiction over this Agreement. 14.2 In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of British Columbia, or any successor legislation then in force. The interpretationplace of arbitration shall be Vancouver, constructionBritish Columbia. The language to be used in the arbitration proceedings shall be English. 14.3 Article 14.2 shall not prevent a party hereto from applying to a court of competent jurisdiction for interim protection such as, by way of example, an interim injunction. 14.4 Notwithstanding the rest of this Article 14, if a ruling by a court or arbitral authority on any dispute between Inex and enforcement Alnylam, regarding the interpretation of this Agreement, and all rights and obligations between could reasonably affect the Parties under interpretation of this Agreement, shall be governed by the laws then on receipt of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Partya dispute from Inex, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever University may elect to apply to join in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreementsuch proceeding. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given If the University is permitted to join in such proceeding it shall be revoked;bound by the decision of such court or arbitral authority, in so far as the interpretation of such decision could reasonably affect the interpretation of this Agreement. (b) that If the documents which have been disclosed University elects not to join in such proceeding (for reasons other than not being permitted to join) then the University hereby agrees to be bound by the Parties decision of such court or arbitral authority, in one arbitration shall be made available in the other arbitration upon such conditions so far as the tribunals may determine;interpretation of such decision could reasonably affect the interpretation of this Agreement. (c) that If the evidence which has been given University is not permitted to join in one arbitration such proceeding, then the University shall not be received and admitted in bound by the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to decision of such other conditions as the tribunals may determine. 10.8 court or arbitral authority. If an order for consolidation is made hereunder Inex and the membership University retain common counsel to represent them for the purposes of any such proceeding, then Inex shall bear all costs of such counsel. If the University retains independent counsel, then Inex will bear one-half of the tribunals is not identical, the consolidated arbitration shall, after the date cost of consolidation, be heard and determined by the tribunal first appointedsuch counsel. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 16.1 This Agreement shall be governed by and construed in accordance with the laws of England, provided, however, that nothing herein shall relieve Indonesia. The Parties waive the Parties from the applicable requirements provisions of Article 1266 of the U.S. Shipping Act of 1984, as amendedIndonesian Civil Code to the extent that those provisions require a court order to terminate this Agreement. 10.2 Without prejudice to a Party’s right to seek relief (a) The Parties agree that if any dispute arises out of or in the courts connection with this Agreement, including without limitation any question regarding its existence, validity, termination of rights or obligations of any party, the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out attempt, for a period of or relate to this Agreement thirty (30) days after the receipt by one Party of a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives notice from the other Party of the Parties involved, a Party may give to the other Party(s) a notice in writing existence of the Dispute and request dispute, to settle such dispute in the Dispute to be resolved first instance by mutual discussions between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 belowParties. 10.3 Any Dispute (b) Failing such an amicable settlement any and all disputes, conflicts or controversies arising out of or in connection with this Agreement which cannot be resolved amicably Agreement, or its performance, shall be referred settled by arbitration to arbitration be held in London Jakarta under the Rules of Arbitration of the Indonesian National Board of Arbitration (unless varied with BANI) (the unanimous consent “Rules”). (c) Each of the Parties involvedhas the right to appoint one (1) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofarbitrator. The arbitration shall be conducted two (2) arbitrators will in accordance with turn appoint the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitratorsthird arbitrator. In such instances, the Should either Party referring the matter fail to arbitration shall appoint its respective arbitrator and send notice of such appointment in writing to within thirty (30) days as from the date requested by the other Party, and requesting that such Party or should the two (2) arbitrators so appointed fail to appoint an the third arbitrator within 14 days. After thirty (30) days as from the date of appointment of an the second arbitrator then such arbitrator(s) shall be appointed by the second Partychairman of the BANI. (d) The Board of Arbitration appointed shall operate pursuant to the BANI Rules. Where the BANI Rules and this Agreement are silent as to the conduct of the arbitral proceedings, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of will decide as to how the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator proceedings shall be binding on both Parties as if he had been appointed by agreementconducted. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration (e) No Party shall be conducted entitled to commence or maintain any action in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President court of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that law upon any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence matter which has been given submitted to arbitration hereunder until such matter shall have been determined as provided in one arbitration shall be received this Clause 16.2 and admitted in then only for the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership enforcement of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointedaward. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this 40.1 This Agreement, and all rights and including the arbitration agreement contained within this Clause 40, including any non-contractual obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which canAgreement, is governed by and shall be construed in accordance with English law. 40.2 The Parties agree that, in respect of any claim, dispute or difference of whatever nature arising under, out of, or in connection with this Agreement, the Seller Disclosure Letter or the Seller Updated Disclosure Letter (including a claim, dispute or difference regarding the existence, termination or validity of this Agreement, the Seller Disclosure Letter or the Seller Updated Disclosure Letter or any non-contractual obligations arising out of or in connection with this Agreement, the Seller Disclosure Letter or the Seller Updated Disclosure Letter) (a “Dispute”), the provisions of this Clause 40 shall apply. Any Party may notify the other Party in writing of a Dispute (a “Dispute Notice”), whereupon the Parties shall attempt to resolve the Dispute amicably by negotiation, for a period of twenty (20) Business Days from the date of the Dispute Notice (the “Resolution Period”). 40.3 If a full and final binding written agreement in settlement of the Dispute has not be resolved amicably been entered into during the Resolution Period, the Parties agree that the Dispute shall be referred to and finally settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the London Court of International Arbitration Act (“LCIA”) Rules (the “Rules”) as in force as the date of 1996 or any statutory modification or reenactment thereofthis Agreement and as modified by this Clause, which Rules shall be deemed incorporated into this Clause. The seat of arbitration shall be conducted London, England and the language of the arbitration shall be English. Sections 45 and 69 of the Arbitration Xxx 0000 shall not apply. 40.4 The number of arbitrators shall be three. The claimant(s) (collectively if there is more than one claimant) and respondent(s) (collectively if there is more than one respondent) (each an “Arbitration Party” and together the “Arbitration Parties”), shall first attempt to agree on the identity of all three arbitrators. If the Arbitration Parties have not reached an agreement as to the identity of all three arbitrators within a period of twenty (20) Business Days following the date of the Request for Arbitration, the arbitrators shall be appointed in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollowing procedure: (a) that any directions previously given one arbitrator shall be revokednominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s) and such nominations shall be made within ten (10) Business Days from the date of expiry of the period of twenty (20) Business Days for the parties to attempt to agree the identity of all three arbitrators; (b) that following confirmation from the documents which have been disclosed by LCIA Court of the Parties in one arbitration appointment of the Arbitration Parties’ nominated arbitrators (the “Co-Arbitrators”), the third arbitrator, who shall act as presiding arbitrator, shall be made available nominated as follows: (i) each Arbitration Party shall send to the Co-Arbitrators a list proposing five (5) candidates for the position of presiding arbitrator (in alphabetical order of surname) by 5pm London time, ten (10) Business Days following confirmation of the other arbitration upon such conditions as appointment of the tribunals may determineCo-Arbitrators (the “List Exchange”); (cii) the Co-Arbitrators shall review the names of the candidates proposed by each Arbitration Party; (iii) if one (and only one) common candidate has been proposed by both Arbitration Parties, that candidate will be designated to act as the presiding arbitrator; (iv) in the event that no common candidate or more than one common candidate has been selected, each Arbitration Party shall send to the Co-Arbitrators (but not to the other Arbitration Party) that Arbitration Party’s ranking of the evidence which candidates for presiding arbitrator by 5pm London time on the date that is ten (10) Business Days following the List Exchange; (v) each Arbitration Party shall rank the candidates from its own list and the list of the opposing Arbitration Party and shall give each of the ten (10) candidates a rank from one (1) to ten (10), with one (1) indicating most preferred candidate and ten (10) indicating the least preferred candidate; (vi) following receipt of the ranking from the Arbitration Parties, the Co-Arbitrators shall identify the highest-ranking candidate, i.e., the candidate with the lowest aggregate score; (vii) if one candidate has been given in one arbitration the lowest aggregate score, that candidate shall be received designated to act as the presiding arbitrator; (viii) if more than one candidate has the same lowest aggregate score, the Co-Arbitrators shall agree between themselves which of the candidates shall act as a presiding arbitrator; (ix) the Co-Arbitrators shall communicate the name of the presiding arbitrator to the Arbitration Parties and admitted the LCIA Court for confirmation by 5pm London time, five (5) Business Days following receipt of the Arbitration Parties’ rankings; and (x) in the other arbitrationevent that the Co-Arbitrators are not able to reach agreement on the presiding arbitrator within five (5) Business Days, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as then the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, LCIA Court shall be final and conclusive; judgment may be entered on asked to decide upon the award and presiding arbitrator from the award shall be enforceable in any court of competent jurisdictioncandidates with the same lowest aggregate score.

Governing Law and Arbitration. 10.1 The interpretation11.1 Any claim arising from this Agreement which is challenged, construction, and enforcement any controversy or dispute regarding the execution of this Agreement, and all rights and obligations between including its termination, as well as any dispute with regard to the Parties under interpretation or application of this Agreement, shall Agreement must be governed by submitted to arbitration to the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements exclusion of the U.S. Shipping Act of 1984courts, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) whole in accordance with the procedure hereinafter established; PROVIDED, HOWEVER, that notwithstanding anything contained in this Section 11.1 to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party in order to enforce the instituting Party's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. 11.2 Any Party wishing to submit a claim, conflict, dispute or disagreement to arbitration must forward to the other Party a written notice (hereinafter referred to as "Notice to Arbitrate") containing a reasonably detailed description of the claim, conflict, dispute or disagreement. 11.3 Each claim, conflict, dispute or disagreement submitted to arbitration hereunder shall be heard by three arbitrators, two of whom shall be appointed by the respective Parties and the third appointed by agreement of the first two arbitrators, or, in the absence of agreement within thirty (30) days, by the President of the American Arbitration Act Association. 11.4 The date of 1996 hearing of the Parties in dispute must be held within sixty (60) days following the receipt of the Notice to Arbitrate. Each Party shall submit to the arbitrators a proposed ruling. The arbitrators must choose one of the two proposed rulings by a majority vote of the arbitrators. The arbitrators may not amend or any statutory modification or reenactment thereofsupplement either proposed ruling. The arbitrators' choice must be delivered to the Parties within thirty (30) days following the hearing of the Parties. Any such award which is rendered shall be final, binding and without appeal, and shall become executory as a judgment against the Parties. 11.5 The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted English in accordance with the LMAA Small Claims Procedure current at the time when the commercial arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President rules of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidatedAmerican Arbitration Association. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other The arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings rendering of fact and conclusionsthe award, shall be final and conclusive; judgment may be entered on take place in Worcester, Massachusetts if ABD is the award and plaintiff Party or in Foster City, California if HYBRIDON is the award plaintiff Party. 11.6 This Agreement shall be enforceable governed by and construed in any court accordance with the laws of competent jurisdictionthe State of Delaware, except for its choice of law principles.

Governing Law and Arbitration. 10.1 The interpretation(a) This Agreement shall be interpreted and construed in accordance with the laws of the State of Texas, constructionwithout regard to conflict of law principles. (b) In the event of a dispute, and enforcement controversy, or claim arising out of or relating to this AgreementAgreement (“Dispute”), and all rights and obligations between the Parties under shall first undertake to settle their Dispute by good faith negotiations. Any Party may commence this Agreementprocess by serving the other Party with a written notice of the Dispute (a “Notice of Dispute”) that shall briefly describe the nature of the Dispute and the relief or remedy requested. If for any reason whatsoever the Dispute has not been settled within thirty (30) days of service of the Notice of Dispute, then the Parties agree to submit the Dispute to non-binding mediation with a neutral mediator selected by the Parties. The costs of such mediator will borne equally by the Parties. If the Parties cannot agree on a mediator or if the Dispute cannot be settled at mediation within one hundred twenty (120) days of service of the Notice of Dispute, then the Parties agree to submit the Dispute to arbitration in Houston, Texas in accordance with the then-current CPR International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration of the CPR International Institute for Conflict Prevention and Resolution and this provision. The arbitration shall be governed by the laws of EnglandUnited States Arbitration Act, provided9 U.S.C. Sections 1-16, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) exclusion of any provisions of state law inconsistent therewith or which would produce a notice in writing of different result. Judgment upon the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated award rendered by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled arbitrators may be entered by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofcourt having jurisdiction. The arbitration shall be conducted held in Houston, Texas or such other location as may be convenient and agreed to in writing by the Parties. There shall be three arbitrators, one of which shall be selected by each Party and the third to be selected by the other two arbitrators. The arbitrators shall determine the Dispute of the Parties and render a final award in accordance with the LMAA (London Maritime Arbitration Association) terms current at substantive law of the time when State of Texas, excluding the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice conflicts provisions of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdlaw. The arbitrators shall have no financial or personal interest whatsoever set forth the reasons for the award in or with any Party and writing. The terms hereof shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of limit any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award obligation of a sole arbitrator shall be binding on both Party to defend, indemnify or hold harmless another Party against court proceedings or other claims, losses, damages, or expenses. In the event any ancillary dispute between the Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in arises out of the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals it may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available resolved in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determineproceedings. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation14.1 This Sublicense Agreement shall be deemed to have been made in the State of New York and its form, constructionexecution, validity, construction and enforcement effect shall be determined in accordance with the laws of the State of New York (without regard to New York's or any other jurisdiction's choice of law principles). 14.2 In the event of any controversy or claim arising out of or relating to any provision of this Sublicense Agreement, and all rights and obligations the parties shall try to settle their differences amicably between themselves. Any unresolved disputes arising between the Parties under parties relating to, arising out of or in any way connected with this Sublicense Agreement or any term or condition hereof, or the performance by either party of its obligations hereunder, whether before or after termination of this Sublicense Agreement, shall be governed resolved by final and binding arbitration. Whenever a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the laws other party. Except in the case of Englanda determination to be made where payments are to be made to by one party to the other, the party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice to allow the parties time to further attempt to come to an amicable resolution of the dispute. Arbitration shall be held in New York City, New York according to the commercial rules of the American Arbitration Association ("AAA"). The arbitration will be conducted by a panel of three arbitrators appointed in accordance with AAA rules; provided, however, that nothing herein each party shall relieve within thirty (30) days after the Parties from the applicable requirements institution of the U.S. Shipping Act arbitration proceedings appoint a party arbitrator, and the party-arbitrators shall select a neutral arbitrator, to be chairman of 1984the arbitration panel, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement within thirty (a "Dispute")30) days thereafter. If the party-arbitrators are unable to select a Dispute cannot neutral within such period, the neutral shall be settled through negotiations by appropriate representatives of appointed in accordance with AAA rules. All arbitrator(s) eligible to conduct the Parties involved, a Party may give arbitration must agree to the other Party(srender their opinion(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties within thirty (a "Dispute Notice"). Within seven (730) days of the Dispute Notice being given final arbitration hearing. No arbitrator (nor the relevant Parties panel of arbitrators) shall each refer have the Dispute power to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Disputeaward punitive damages under this Sublicense Agreement and such award is expressly prohibited. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days Decisions of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involvedarbitrator(s) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment binding on all of the parties. Judgment on the award so rendered may be entered on in a court having jurisdiction thereof. In any arbitration pursuant to this Sublicense Agreement, the award arbitrators shall interpret the express terms hereof and apply the award laws of the State of New York. The losing party to the arbitration as determined by the arbitrators shall be enforceable in any court pay the costs of competent jurisdictionarbitration.

Governing Law and Arbitration. 10.1 The interpretation, construction, 17.1 This Agreement and enforcement of this Agreement, and all rights and any non-contractual obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably are governed by, and shall be referred to arbitration interpreted in London accordance with, English law. 17.2 If any dispute, controversy or claim arises out of or in connection with this Agreement including the breach, termination or invalidity thereof (unless varied with a “Dispute”), any party may serve formal written notice on any other party that a Dispute has arisen (a “Notice of Dispute”). The Notice of Dispute shall describe the unanimous consent material points of the Parties involvedDispute in sufficient detail to enable the parties to reach an amicable settlement pursuant to the procedure set out in the remaining provisions of this Clause 17. 17.3 Following the service of a Notice of Dispute, the relevant parties shall use all reasonable efforts to settle such Dispute amicably through negotiations between their respective authorised representatives within a period of 30 days starting from the date of receipt of the Notice of Dispute by the receiving party or parties. The relevant parties may by agreement extend such 30 day period and take all such other steps as they agree will assist them in reaching an amicable settlement of the Dispute, including the joint appointment of a mediator. 17.4 If the Dispute is not resolved by the signing of written terms of settlement by authorised representatives of each of the relevant parties within such 30 day period, then the Dispute shall be referred, by any of the relevant parties, to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) by three arbitrators appointed in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofthose Rules. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case seat of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President Paris. The language of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine;English. (c) 17.5 The parties agree that the evidence which has been given in one arbitration shall be received kept confidential and admitted in that the existence of the proceeding or any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any documents disclosed by one party to another, testimony or other oral submission and any awards or decisions) shall not be disclosed beyond the tribunal, the ICC, the parties, their legal and professional advisers, and any person necessary for the conduct of the arbitration, subject except as may be lawfully required in judicial proceedings relating to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determinearbitration or otherwise. 10.8 If an order 17.6 Nothing in this Clause 17 shall prevent any party from applying to any competent judicial authority for consolidation is made hereunder and interim or conservatory measures at any time consistent with the membership Rules of Arbitration of the tribunals is ICC. We, (Atrium European Real Estate Limited) hereby confirm that we and our subsidiaries: 1. [have/do not identicalhave any]* credit relationships with any banking entities within the Citigroup Group [as follows:]* [list of credit relationships to be included as appropriate]* 2. do not have any cross marketing arrangements with the Citigroup Group. Notes: “Credit relationships” include loans, the consolidated arbitration shallguarantees, after the date letters of consolidationcredit, be heard as well as less obvious relationships such as leases, corporate credit cards and determined by the tribunal first appointeddeposit account overdraft lines. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall This Agreement will be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved interpreted in accordance with sub-clause 10.3 below. 10.3 the substantive law, not including conflicts of law principles, of the State of Utah. Any Dispute dispute, claim or controversy arising out of or in connection with relating to this Agreement which cannot be resolved amicably or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be referred to finally settled by binding arbitration in London (unless varied with administered by the unanimous consent of the Parties involved) American Arbitration Association in accordance with its Commercial Arbitration Rules (the Arbitration Act “Rules”) in effect on the date of 1996 or any statutory modification or reenactment thereofthe commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of law. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case County of New York, State of New York by a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its sole arbitrator and send notice of such appointment in writing appointed pursuant to the other PartyRules. The arbitrator(s) shall deliver a reasoned written decision with respect to the dispute to each party, who shall promptly act in accordance therewith. The prevailing party shall be entitled to recover its reasonable costs relating to that aspect of its claim or defense on which it prevails, including reasonable attorneys’ fees and costs, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators any opposing costs awards shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordinglybe offset. The award of a sole the arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; binding on the parties, and judgment may be entered on the award and the award shall be enforceable in enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a) for any proceeding commenced under this Section 12(c). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. 10.1 The interpretation, construction, 10.1. This Agreement and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, its performance shall be governed by and construed in all respects in accordance with the laws of England, provided, however, that nothing herein shall relieve the Parties from State of New York. In the applicable requirements event of a dispute or difference (“Dispute”) relating to any of the U.S. Shipping Act of 1984matters set out in this Agreement, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate discuss in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If In case the Dispute is not settled by agreement in writing between the Parties within fourteen 30 (14thirty) days of the Dispute Notice being givencalendar days, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied accordance with the unanimous consent Clause 10.2 below. 10.2. All Disputes that have not been satisfactorily resolved under Clause 10.1 above shall be referred to arbitration before a sole arbitrator to be jointly appointed by the Parties. In the event the Parties are unable to agree on a sole arbitrator within 10 (ten) calendar days following the 30 (thirty) calendar day period specified in Clause 10.1 above (“Initial Period”), the matter will be referred to a panel of arbitrators (“Panel”) to be appointed within 10 (ten) calendar days from the expiry of the Initial Period. Both Parties involvedto the Dispute (that is the party instituting the arbitration proceeding and the respondent party(s)) shall appoint 1 (one) arbitrator each to the Panel and the 2 (two) arbitrators so appointed by the parties shall together appoint 1 (one) more arbitrator to the Panel. The arbitration proceedings shall be carried out in accordance with the Arbitration Act then prevailing rules prescribed/specified by JAMS/Endispute and the seat of 1996 or any statutory modification or reenactment thereofarbitration shall be New York. The arbitration proceedings shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at English language. Subject to Clause 10.3 below, the time when Parties shall equally share the arbitration proceedings are commencedcosts of the arbitrator’s fees, but shall bear the costs of their own legal counsel engaged for the purposes of the arbitration. 10.4 In the case of a Dispute involving only two Parties, the tribunal 10.3. The Panel shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment make an award in writing to within 60 (sixty) days of the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge sole arbitrator/constitution of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordinglyPanel. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (aarbitrator(s) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may conclusive and binding upon the Parties and non-appealable to the extent permitted by Applicable Law. The Parties agree that such enforcement shall be entered subject to the provisions of the Applicable Law, and no Party shall seek to resist the enforcement of any award in India or elsewhere on the award and basis that the award is not subject to such provisions. The award rendered shall be enforceable apportion the costs of the arbitration. 10.4. The Parties further agree that the arbitrators shall also have the power to decide on the costs and reasonable expenses (including reasonable fees of its counsel) incurred in any court the arbitration and award interest up to the date of competent jurisdictionthe payment of the award.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 20.1 This Agreement shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties hereby irrevocably attorn to the jurisdiction of the Province of British Columbia; 20.2 Any dispute arising between the parties shall if possible be settled by mediation. Failing resolution by mediation, the matter shall be determined by binding arbitration conducted under the Commercial Arbitration Act (British Columbia) and the place of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted Vancouver, British Columbia; 20.3 Any assignment by the Optionees of all or any portion of its benefits or burdens hereunder shall include a provision whereby the New Party agrees to abide by the terms of this agreement, including the provisions of this Article 20, and to assume all of the liabilities and obligations of the Optionees under this agreement, whether accruing before or becoming due after such assignment. The Optionees and the New Party shall execute such agreements and documents as may reasonably be requested in accordance with this regard by the LMAA (London Maritime Arbitration Association) terms current at Optionors. If only a portion of the time when the arbitration proceedings Optionees’ benefits or burdens are commenced. 10.4 In the case of a Dispute involving only two Partiesassigned, the tribunal Optionees and the New Party shall consist be jointly and severally liable; 20.4 No assignment shall serve to release or discharge the Assignor from any of three (3) arbitrators. In such instancesits liabilities or obligations hereunder, unless all of the Party referring benefits and burdens of the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing Assignor have been assigned to the other PartyNew Party and the Other Party has released the Assignor. The Other Party shall not unreasonably withhold its release and shall be deemed to have released and discharged the Assignor if it does not give, within 20 days of its receipt of the Assignor’s notice identifying the New Party and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Partya release, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior written notice to the other PartyAssignor detailing the reasons for its refusal to give such a release; and 20.5 If either of the parties identifies a mutually agreeable third party that is willing to carry the Property through to commercial production, appoint its arbitrator as sole arbitrator the parties will agree to jointly and shall advise equally contribute the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties minority interest in the Property to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commencedthird party. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 11.1 This Agreement shall be governed by the substantive laws of EnglandThe People's Republic of China, provided, however, that nothing herein without regard to its conflicts of law rules. 11.2 The Parties shall relieve attempt to resolve any dispute arising out of or relating to the Parties from implementation of this Agreement through friendly consultation. Such consultation shall begin immediately after one Party has delivered to the applicable requirements other Party written Notice of a request for such consultation. On proposal of a Party and consent of the U.S. Shipping Act of 1984other Party, as amendedthe dispute may also be mediated by a third party designated by the Parties. 10.2 Without prejudice to 11.3 In the event that a Party’s right to seek relief in dispute or alleged breach of this Agreement arises between the courts Parties, the Parties shall use reasonable efforts to negotiate work together in good faith and settle amicably any dispute or difference that may arise out to resolve the matter internally (including the involvement of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate such representatives of the Parties involved, a Party may give that have the authority to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"finally settle such dispute). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties are unable to resolve any dispute within fourteen 30 (14thirty) days from written Notice from the other Party of the Dispute Notice being giveninstitution of the dispute, regardless of whether a meeting has taken place it the dispute shall be resolved in accordance with sub-clause 10.3 belowpromptly submitted to arbitration pursuant to this Clause 11. 10.3 11.4 Any Dispute dispute, controversy or claim arising out of or in connection with relating to this Agreement which cannot be resolved amicably Agreement, or the breach, termination or invalidity thereof, shall be referred to settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the UNCITRAL Arbitration Act of 1996 or any statutory modification or reenactment thereofRules as at present in force except as otherwise provided in this Clause 11.4. The appointing authority shall be the Hong Kong International Arbitration Centre ("HKIAC"), and the place of arbitration shall be conducted HKIAC in Hong Kong. There shall be only one arbitrator, unless either Party requests that there shall be three arbitrators in which case there shall be three. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for the LMAA (London Maritime Administration of International Arbitration Association) terms current in force at the time when the arbitration proceedings are commenced. 10.4 In the case date of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In this Agreement including such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing additions to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdUNCITRAL Arbitration Rules as are therein contained. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge language of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the English. The arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, award shall be final and conclusive; judgment may be entered binding on both Parties. 11.5 During arbitration proceedings, the award Parties shall continue to perform their respective responsibilities under this Agreement. 11.6 Each Party shall bear its own costs and expenses and an equal share of the award shall be enforceable in any court arbitrator's and administrative fees of competent jurisdictionarbitration.

Governing Law and Arbitration. 10.1 8.1 Clause 18.9 of the Original Agreement shall be deleted and replaced with the following: “The interpretation, construction, and enforcement governing law of this Agreement, and all rights and obligations between the Parties under this Agreement, Agreement shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements substantive law of the U.S. Shipping Act Republic of 1984Italy, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any excluding its conflict of laws rules. Any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in London (unless varied with under the unanimous consent rules of the Parties involved) in accordance with the Arbitration Act London Court of 1996 or any statutory modification or reenactment thereofInternational Arbitration, which Rules are deemed to be incorporated by reference into this clause. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal panel shall consist of three arbitrators (3) arbitratorsthe “Arbitration Panel”). In such instances, the Party referring the matter to The place of arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Partybe London, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdEngland. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge language of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted English. The Arbitration Clause indicated above does not prejudice the right of CNI to make recourse to the procedure provided for by articles 633 and following of the Italian Code of Civil Procedure in accordance relation to payments that are at any time due (“Receivable”) to CNI pursuant to Clause 5.1 of the Agreement. For such purposes, the Accounting Statements provided for by Clause 5.6 of the Agreement will constitute an acknowledgment of debt (“riconoscimento di debito”) by STREAM in conjunction with the LMAA Small Claims Procedure current at invoices that CNI will issue based on the time when same; in any case without prejudice of possible contest that CNI could make of such Accounting Statements. For the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three purposes indicated above also the amounts provided for by Clause 2.1 and 3.1.6 of the Amendment Agreement will be deemed as an express acknowledgment of debt (“riconoscimento di debito”). STREAM waives any right it may have now or more Parties involved in the Dispute, future to raise any objection in relation to the referring Party shall request that certainty (“certezza”) and the President amount of the LMAA for Receivables which payment is required through the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidatedprocedure indicated above. Where such an order It is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed further expressly agreed by the Parties that STREAM will have to make immediate payment of the Receivable(s) and will not be entitled to raise any exception to the payment of the same in one arbitration order to avoid or delay such payment, and/or to oppose a judge’s order(s) that may have been issued pursuant to the above mentioned articles 633 and following of the Italian Code of Civil Procedure. 8.2 Clause 18.9 of the Original Agreement as amended herein shall be made available deemed incorporated in the other arbitration upon such conditions this Amendment Agreement as the tribunals may determine; (c) that the evidence which has been given if written out in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determineextenso. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall This Agreement will be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved interpreted in accordance with sub-clause 10.3 below. 10.3 the substantive law, not including conflicts of law principles, of the State of Utah. Any Dispute dispute, claim or controversy arising out of or in connection with relating to this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with or the unanimous consent breach, termination, enforcement, interpretation or validity thereof, including the determination of the Parties involved) scope or applicability of this agreement to arbitrate, will be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the Arbitration Act “Rules”) in effect on the date of 1996 or any statutory modification or reenactment thereofthe commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of law. The arbitration shall will be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case County of New York, State of New York by a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its sole arbitrator and send notice of such appointment in writing appointed pursuant to the other PartyRules. The arbitrator(s) will deliver a reasoned written decision with respect to the dispute to each party, who must promptly act in accordance therewith. The prevailing party will be entitled to recover its reasonable costs relating to that aspect of its claim or defense on which it prevails, including reasonable attorneys’ fees and costs, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordinglyopposing costs awards will be offset. The award of a sole the arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall will be final and conclusive; binding on the parties, and judgment may be entered on the award and the award shall be enforceable in enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a) for any proceeding commenced under this Section 12(c). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. 10.1 The interpretation, construction, 32.1 This Agreement and enforcement of this Agreement, and all rights and any non-contractual obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot shall be resolved amicably governed by, and interpreted in accordance with, English law. 32.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (Dispute), shall be referred to and finally resolved by binding arbitration in London (unless varied with under the unanimous consent Rules of Arbitration of the Parties involved) in accordance with International Chamber of Commerce (the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration ICC Rules), which Rules are deemed to be incorporated by reference into this clause. 32.3 There shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties parties to the Dispute and where the amount in dispute does not exceed US$100,000a Dispute, the arbitration one arbitrator shall be conducted nominated by each of those parties for confirmation by the ICC Court in accordance with the LMAA Small Claims Procedure current at ICC Rules. Where there are more than two parties to a Dispute, whether as Claimant or as Respondent, the time when multiple Claimants, jointly, and the arbitration proceedings are commencedmultiple Respondents, jointly, shall nominate an arbitrator for confirmation by the ICC Court in accordance with the ICC Rules (Joint Nominations). The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-appointed arbitrators within 14 days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, shall be appointed by the ICC Court. 10.6 If 32.4 In the absence of Joint Nominations under clause 32.3 and where all parties are unable to agree to a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in method for the Disputeconstitution of the arbitral tribunal, the referring Party shall request that the President ICC Court may appoint each member of the LMAA for arbitral tribunal pursuant to Article 12(8) of the time being appoint the three arbitrator tribunalICC Rules. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings32.5 The seat, where two or more arbitrations appear to raise common issues legal place, of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available Geneva, Switzerland. The tribunal may, after consultation with the parties, conduct hearings and meetings at any location it considers appropriate, including London, England. 32.6 The language to be used in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration arbitral proceedings shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determineEnglish. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 32.7 The arbitrators’ decision, including the written findings of fact and conclusions, award shall be final and conclusive; judgment binding on the parties and may be entered on the award and the award shall be enforceable enforced in any court of competent having jurisdiction. 32.8 In the event that recourse is needed to the English courts in relation to any arbitral proceedings contemplated by this clause 32, the Purchaser shall at all times maintain an agent for service of process. Such agent shall be Law Debenture currently of 0xx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX and any claim form, judgment or other notice of legal process shall be sufficiently served on the Purchaser if delivered to such agent at its address for the time being. The Purchaser irrevocably undertakes not to revoke the authority of this agent and if, for any reason, BG requests the Purchaser to do so it shall promptly appoint another such agent with au address in England and advise BG. If, following such a request, the Purchaser fails to appoint another agent, BG shall be entitled to appoint one on behalf of the Purchaser at the Purchaser's expense. 32.9 In the event that recourse is needed to the English courts in relation to any arbitral proceedings contemplated by this clause 32, BG shall at all times maintain an agent for service of process. Such agent shall be BG International Limited currently of Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx, XX0 0XX and any claim form, judgment or other notice of legal process shall be sufficiently served on BG if delivered to such agent at its address for the time being. BG irrevocably undertakes not to revoke the authority of this agent and if, for any reason, the Purchaser requests BG to do so it shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, BG fails to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of BG at BG’s expense. 32.10 In the event that recourse is needed to the English courts in relation to any arbitral proceedings contemplated by this clause 32, the Seller shall at all times maintain an agent for service of process. Such agent shall be BG International Limited currently of Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx, XX0 0XX prior to Closing and Shell International Limited currently of Xxxxx Xxxxxx, Xxxxxx XX0 0XX after Closing and any claim form, judgment or other notice of legal process shall be sufficiently served on the Seller if delivered to such agent at its address for the time being. The Seller irrevocably undertakes not to revoke the authority of this agent and if, for any reason, the Purchaser requests the Seller to do so it shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a request, the Seller fails to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of the Seller at the Seller's expense. 32.11 In the event that recourse is needed to the English courts in relation to any arbitral proceedings contemplated by this clause 32, the Purchaser Guarantor shall at all times maintain an agent for service of process. Such agent shall be Law Debenture currently of 0xx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX and any claim form, judgment or other notice of legal process shall be sufficiently served on the Seller if delivered to such agent at its address for the time being. The Purchaser Guarantor irrevocably undertakes not to revoke the authority of this agent and if, for any reason, BG requests the Purchaser Guarantor to do so it shall promptly appoint another such agent with an address in England and advise BG. If, following such a request, the Purchaser Guarantor fails to appoint another agent, BG shall be entitled to appoint one on behalf of the Purchaser Guarantor at the Purchaser Guarantor’s expense. 1. Name: Companhia de Gás de São Paulo - COMGÁS 2. Date of Incorporation: 28 August 1872 3. Place of Incorporation: São Paulo-SP, Brazil 4. Type of Company: Publicly-Held Company (Category A) 5. Registered Number: 01563-6 (Código CVM)

Governing Law and Arbitration. 10.1 14.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of British Columbia. Subject to Articles 14.2 and 14.3, the courts of British Columbia shall have exclusive jurisdiction over this Agreement. 14.2 In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of British Columbia, or any successor legislation then in force. The interpretationplace of arbitration shall be Vancouver, constructionBritish Columbia. The language to be used in the arbitration proceedings shall be English. 14.3 Article 14.2 shall not prevent a party hereto from applying to a court of competent jurisdiction for interim protection such as, by way of example, an interim injunction. 14.4 Notwithstanding the rest of this Article 14, if a ruling by a court or arbitral authority on any dispute between Inex and enforcement Alnylam, regarding the interpretation of this Agreement, and all rights and obligations between could reasonably affect the Parties under interpretation of this Agreement, shall be governed by the laws then on receipt of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Partya dispute from Inex, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever University may elect to apply to join in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreementsuch proceeding. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given If the University is permitted to join in such proceeding it shall be revoked;bound by the decision of such court or arbitral authority, in so far as the interpretation of such decision could reasonably affect the interpretation of this Agreement. (b) that If the documents which have been disclosed University elects not to join in such proceeding (for reasons other than not being permitted to join) then the University hereby agrees to be bound by the Parties decision of such court or arbitral authority, in one arbitration shall be made available in the other arbitration upon such conditions so far as the tribunals may determine;interpretation of such decision could reasonably affect the interpretation of this Agreement. (c) that If the evidence which has been given University is not permitted to join in one arbitration such proceeding, then the University shall not be received and admitted in bound by the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to decision of such other conditions as the tribunals may determine. 10.8 court or arbitral authority. If an order for consolidation is made hereunder Inex and the membership University retain common counsel to represent them for the purposes of any such proceeding, then Inex shall bear all costs of such counsel. If the University retains independent counsel, then Inex will bear one-half of the tribunals is not identical, the consolidated arbitration shall, after the date cost of consolidation, be heard and determined by the tribunal first appointedsuch counsel. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, 23.1 This Agreement and all rights and obligations between the Parties under subsequent agreements arising from or related to this Agreement, Agreement shall be governed by subject to the laws of EnglandEngland and Wales, provided, however, that nothing herein shall relieve excluding principles of conflict of laws and the Parties from United Nations Convention on the applicable requirements International Sale of the U.S. Shipping Act of 1984, as amendedGoods. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute 23.2 All disputes, controversies or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claims arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred submitted to arbitration in London (unless varied with the unanimous consent International Court of Arbitration of the Parties involved) International Chamber of Commerce and] shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofsaid Rules. The arbitral tribunal shall be composed of three arbitrators, one arbitrator being appointed by each party to the dispute, and an additional arbitrator appointed by the mutual consent of all such arbitrators. The place of arbitration shall be London, England. The arbitral procedure shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedEnglish language. 10.4 In the case of a Dispute involving only two Parties, the tribunal 23.3 Each party shall consist of three (3) arbitratorsbear its own attorneys’ fees and associated costs and expenses. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator Any award rendered by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators be in writing, shall have no financial or personal interest whatsoever in or with any Party be the final binding disposition on the merits, and shall not have acquired a detailed prior knowledge of the matter be appealable to any court in disputeany jurisdiction. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The Judgment on an award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment rendered may be entered on the award and the award shall be enforceable in any court of competent jurisdiction, or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as appropriate. Any award may be recognized and enforced in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The parties waive any right they may enjoy under the law of any nation to apply to the courts of such nation for relief from the provisions of this Section 16 or from any decision of the arbitrators. In the event a court of competent jurisdiction determines that this Agreement is invalid or unenforceable for any reason, this provision shall not be affected thereby and shall be given full effect without regard to the invalidity or unenforceability of the remainder of this Agreement. Notwithstanding anything herein seemingly to the contrary, any party may seek injunctive relief from a court of competent jurisdiction to prevent or limit damage to that party’s intellectual property.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by 12.1 GOVERNING LAW This Agreement is subject to the laws of EnglandNew York, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved interpreted, construed, and enforced in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) all respects in accordance with the Arbitration Act laws of 1996 New York. Customer hereby consents to the jurisdiction and venue of such courts and waives any right to object to such jurisdiction and venue. 12.2 ARBITRATION Any controversy, claim or any statutory modification dispute among the Parties, directly or reenactment thereof. The indirectly, concerning this Agreement or the breach hereof or the subject matter hereof, including questions concerning the scope and applicability of this arbitration clause, shall be conducted finally settled by (i) arbitration which shall be held in accordance with the LMAA (London Maritime rules of the American Arbitration Association) terms current at Association in New York, New York. One arbitrator shall be selected by Customer, one arbitrator shall be selected by FORVAL and one arbitrator shall be selected jointly by the time when first two arbitrators selected. The Parties severally agree to expedite the arbitration proceedings in every way, so that the arbitration proceedings shall be commenced within thirty days after request therefor is made, and shall continue thereafter, without interruption, and that the decision of the arbitrators should be handed down within thirty days after the hearings in the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdclosed. The arbitrators shall have no financial or personal interest whatsoever in or with any Party the right and shall not have acquired a detailed prior knowledge authority to assess the cost of the arbitration proceedings and to determine how their decisions or determination as to each issue or matter in disputedispute may be implemented or enforced. If The decision in writing of any two of the arbitrators shall be binding and conclusive on all of the Parties to this Agreement. Should either Customer on the one hand, or FORVAL on the other hand, fail to appoint an arbitrator as required by this Section 12.2 within thirty days after receiving written notice from the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specifiedto do so, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the appointed by such other Party accordingly. The award shall act for all of a sole arbitrator the Parties and his decision in writing shall be binding and conclusive on both Parties as if he had been appointed by agreement. 10.5 Where there are only two the Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three this Agreement. Any decision or more Parties involved in the Dispute, the referring Party shall request that the President award of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, arbitrators shall be final and conclusiveconclusive on the Parties to this Agreement; there shall be no appeal therefrom other than for fraud or misconduct; judgment upon such decision or award may be entered on the award and the award shall be enforceable in any competent court located in the United States of competent jurisdictionAmerica or elsewhere; and application may be made to such court for confirmation of such decision or award for an order of enforcement and for any other legal remedies that may be necessary to effectuate such decision or award.

Governing Law and Arbitration. 10.1 The interpretation, construction, validity, and enforcement performance of this Agreement, and all rights and obligations between the Parties under this Agreement, Agreement shall be governed in all respects by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements State of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any Washington. Any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to settled exclusively and finally by arbitration in London (unless varied with the unanimous consent of the Parties involved) conducted in accordance with the Arbitration Act laws governing arbitration by agreement. All limitations of 1996 or liability set forth in this Agreement, including but not limited to the limitations set forth in Article 5 hereof, shall be binding and given full force and effect in any statutory modification or reenactment thereofsuch arbitration. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of by three (3) arbitrators. In such instances, neutral arbitrators who are selected by agreement of the Party referring parties from the matter to arbitration shall appoint its arbitrator and send notice list of such appointment qualified arbitrators in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdcommunity. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired be selected within a detailed prior knowledge period of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 thirty (30) days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date either party hereto receives from the other a written demand for arbitration. Should the parties fail to agree on the choice of consolidationarbitrators within such thirty (30) day period, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, arbitrators shall be final and conclusive; judgment appointed by a judge of a court of competent jurisdiction. Judgment may be entered on upon any award rendered by the award and majority of the award shall be enforceable arbitrators in any court of competent jurisdiction, or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Notwithstanding the agreement of the parties hereunder to submit disputes to binding arbitration, Inventors shall not be required to resort to arbitration in the event of a breach by Licensee of the terms in Article 7 hereof, but shall be entitled to resort to the applicable court for any equitable relief available for the redress of the breach thereof, including, but not limited to, injunctive and interlocutory relief. In the event suit is brought or arbitration initiated for the recovery of any sums due under this Agreement or for the breach of any covenant or condition of this Agreement or for a declaration of rights under this Agreement, the prevailing party shall be entitled to reasonable attorneys fees and all costs incurred in connection therewith.

Governing Law and Arbitration. 10.1 The interpretationThis Agreement shall be governed and construed in accordance with the laws of Brazil without giving effect to the conflict of law rules thereof. (a) In the event of any dispute, construction, and enforcement controversy or claim arising out of or relating to this Agreement, or the performance, breach, termination, or invalidity hereof (“Dispute”), such Dispute shall be the subject of an attempt at an amicable solution, for which purpose a Party shall give notice to the other Party, giving a concise description of the matter in question and all rights the position of such Party in respect thereof and obligations between proposing a meeting among the chief executive officers or their designees (“Senior Officers”) of the Parties under this Agreementin São Paulo, Brazil (or such other place as they may agree) with the purpose of resolving the Dispute. In the event such a meeting is called, the meeting shall take place within 10 days of its being requested. Unless the Parties otherwise agree, if such meeting does not take place within such 10 days or if within 10 days after such meeting the Senior Officers have not resolved such matter, then the Dispute shall be governed resolved by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, arbitration as amendedprovided in Section 10.4(b). 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). b) If a Dispute canarises and is not be settled through by amicable negotiations within the prescribed time period by appropriate the representatives of the Parties involved, a Party may give to and the other Party(s) a notice in writing Senior Officers of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Section 10.4(a), such Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the International Chamber of Commerce Arbitration Act Rules in effect on the date hereof. Judgment thereon may be entered by any court having jurisdiction. If a Party wishes to initiate an arbitration with respect to a Dispute, it shall first provide ten (10) days advance notice to the other Party, setting forth that it intends to initiate arbitration, the issues in dispute and a summary in reasonable detail of 1996 its position with respect thereto. Other than the procedure described in Section 10.4(a), arbitration shall be the sole and exclusive forum for resolution of any Dispute, and the award thereunder shall be final, conclusive and binding on those participating in the arbitration. (c) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute, controversy or claim and shall have no connection with any statutory modification Party. One arbitrator will be selected by each Party and one by mutual agreement of the first two arbitrators or, if they cannot agree, by the appointing authority which shall be designated in accordance with the International Chamber of Commerce Arbitration Rules (the “Appointing Authority”). The Parties shall have thirty (30) days to each appoint an arbitrator. If a Party fails to appoint an arbitrator within such thirty (30) day period, the Appointing Authority shall appoint an arbitrator for that Party. The Parties and the Appointing Authority may appoint from among the nationals of any country, whether or reenactment thereofnot a Party is a national of that country. The place of arbitration shall be Miami, Florida, USA. The arbitration shall be conducted in the English language, and any foreign-language documents presented at such arbitration hearing shall be accompanied by an English translation thereof. Each Party hereby submits to the non-exclusive jurisdiction of the courts of Delaware, USA in any action, suit or proceeding with respect to the enforcement of the arbitration provisions of this Agreement and with respect to the enforcement of any award thereunder. (d) The decision of the arbitral panel shall be definitive and shall bind the Parties and be enforceable in accordance with the LMAA law. (London Maritime Arbitration Associatione) terms current at Each Party will bear its own attorneys’ and experts’ fees and expenses, regardless of the time when content of the final award. The fees and expenses of the arbitral panel, fees and expenses of the experts appointed by the arbitral panel, and the administrative expenses of the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall center which may be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, incurred during the arbitration shall be conducted supported by the Parties according to the rules of arbitration center and the final award will rule on the obligation of the losing party reimbursing the amount paid in accordance with advance by the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commencedother party. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more (f) The Parties involved in the Disputeaccept and convene that, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues purposes of fact or law, the tribunals may direct that request for the arbitrations initiation of an arbitration proceeding shall be consolidated. Where such an order is made, equivalent to the tribunals may give such directions as filing of a lawsuit with the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determinesame object. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretationThis Agreement shall be interpreted and construed in accordance with the laws of the State of Texas, constructionwithout regard to conflict of law principles. In the event of a dispute, and enforcement controversy, or claim arising out of or relating to this AgreementAgreement (“Dispute”), and all rights and obligations between the Parties under shall first undertake to settle their Dispute by good faith negotiations. Any Party may commence this Agreementprocess by serving the other Party with a written notice of the Dispute (a “Notice of Dispute”) that shall briefly describe the nature of the Dispute and the relief or remedy requested. If for any reason whatsoever the Dispute has not been settled within thirty (30) days of service of the Notice of Dispute, then the Parties agree to submit the Dispute to non-binding mediation with a neutral mediator selected by the Parties. The costs of such mediator will be borne equally by the Parties. If the Parties cannot agree on a mediator or if the Dispute cannot be settled at mediation within one hundred twenty (120) days of service of the Notice of Dispute, then the Parties agree to submit the Dispute to arbitration in Houston, Texas in accordance with the then current CPR International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration of the CPR International Institute for Conflict Prevention and Resolution and this provision. The arbitration shall be governed by the laws of EnglandUnited States Arbitration Act, provided9 U.S.C. sections 1-16, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) exclusion of any provisions of state law inconsistent therewith or which would produce a notice in writing of different result. Judgment upon the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated award rendered by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled arbitrators may be entered by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofcourt having jurisdiction. The arbitration shall be conducted held in Houston, Texas or such other location as may be convenient and agreed to in writing by the Parties. There shall be three arbitrators, one of which shall be selected by each Party and the third to be selected by the other two arbitrators. The arbitrators shall determine the Dispute of the Parties and render a final award in accordance with the LMAA (London Maritime Arbitration Association) terms current at substantive law of the time when State of Texas, excluding the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice conflicts provisions of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdlaw. The arbitrators shall have no financial or personal interest whatsoever set forth the reasons for the award in or with any Party and writing. The terms hereof shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of limit any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award obligation of a sole arbitrator shall be binding on both Party to defend, indemnify or hold harmless another Party against court proceedings or other claims, losses, damages, or expenses. In the event any ancillary dispute between the Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in arises out of the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals it may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available resolved in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determineproceedings. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretationparties agree that the validity, constructionoperation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of china and the laws of china applicable therein (notwithstanding conflict of law rules), and enforcement the parties do expressly and irrevocably attorn to the jurisdiction of courts of china with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement. To the fullest extend permitted by applicable law. Any dispute concerning the subject matter of this Agreement, and all rights and obligations between or the Parties under this Agreementbreach, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute termination or difference that may arise out of or relate to this Agreement validity thereof (a "“Dispute")”) will be settled exclusively in accordance with the procedures set forth herein. If The party seeking resolution of a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may will first give to the other Party(s) a notice in writing of the Dispute and request to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved between the through good faith efforts and negotiations of senior management officers or representatives of the relevant Parties parties within fifteen (a "Dispute Notice"). Within seven (715) days of the Dispute Notice being given receipt by the relevant Parties shall each refer party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a member single arbitrator mutually agreeable to both parties. In the event that the parties cannot agree on a sole arbitrator, the arbitrator will be appointed by a judge of senior management nominated the China Superior Court of Justice on application by the Party who shall meet in order either party to attempt to resolve the Dispute. If All arbitration, proceedings and hearings will be conducted in the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) English language in accordance with the Model Law on International Commercial Arbitration Act of 1996 or any statutory modification or reenactment thereofas set out in the Schedule to the International Commercial Arbitration Act, R.S.O., 1990, Chap. The 19 and the UNCITRAL arbitration rules then in force. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator and the costs associated with such submission shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator shared equally by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties parties involved in the DisputeDispute unless the arbitrator decides otherwise. The parties waive all rights of appeal therefore to any court or tribunal, the referring Party shall request and agree that the President of the LMAA only recourse by any party to any court will be for the time being appoint the three arbitrator tribunalpurpose of enforcing an arbitration award. SHENZHEN WOLF-GUARD SECURITY HI-TECH CO. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidatedLTD. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingPer:  Per: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 16.1 This Agreement shall be governed by the substantive laws of EnglandThe People's Republic of China, provided, however, that nothing herein without regard to its conflicts of law rules. 16.2 The Parties shall relieve attempt to resolve any dispute arising out of or relating to the Parties from implementation of this Agreement through friendly consultation. Such consultation shall begin immediately after one Party has delivered to the applicable requirements other Party written Notice of a request for such consultation. On proposal of a Party and consent of the U.S. Shipping Act of 1984other Party, as amendedthe dispute may also be mediated by a Third Party designated by the Parties. 10.2 Without prejudice to 16.3 In the event that a Party’s right to seek relief in dispute or alleged breach of this Agreement arises between the courts Parties, the Parties shall use reasonable efforts to negotiate work together in good faith and settle amicably any dispute or difference that may arise out to resolve the matter internally (including the involvement of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate such representatives of the Parties involved, a Party may give that have the authority to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"finally settle such dispute). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties are unable to resolve any dispute within fourteen 30 (14thirty) days from written Notice from the other Party of the Dispute Notice being giveninstitution of the dispute, regardless of whether a meeting has taken place it the dispute shall be resolved in accordance with sub-clause 10.3 belowpromptly submitted to arbitration pursuant to this Clause 16. 10.3 16.4 Any Dispute dispute, controversy or claim arising out of or in connection with relating to this Agreement which cannot be resolved amicably Agreement, or the breach, termination or invalidity thereof, shall be referred to settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the UNCITRAL Arbitration Act of 1996 or any statutory modification or reenactment thereofRules as at present in force except as otherwise provided in this Clause 16.4. The appointing authority shall be the Hong Kong International Arbitration Centre ("HKIAC"), and the place of arbitration shall HKIAC in Hong Kong. There shall be only one arbitrator, unless either Party requests that there shall be three arbitrators in which case there shall be three. Any such arbitration shall be conducted administered by HKIAC in accordance with HKIAC Procedures for the LMAA (London Maritime Administration of International Arbitration Association) terms current in force at the time when the arbitration proceedings are commenced. 10.4 In the case date of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In this Agreement including such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing additions to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdUNCITRAL Arbitration Rules as are therein contained. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge language of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the English. The arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, award shall be final and conclusive; judgment may be entered binding on both Parties. 16.5 During arbitration proceedings, the award Parties shall continue to perform their respective responsibilities under this Agreement. 16.6 Each Party shall bear its own costs and expenses and an equal share of the award shall be enforceable in any court arbitrator's and administrative fees of competent jurisdictionarbitration.

Governing Law and Arbitration. 10.1 19.1 The interpretationparties agree that the validity, constructionoperation and performance of this Agreement shall be governed by and interpreted in accordance with the federal laws of Canada applicable therein (notwithstanding conflict of law rules), and enforcement the parties do expressly and irrevocably attorn to the jurisdiction of courts of Ontario with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement. To the fullest extend permitted by applicable law, SPLASH waives and agrees not to assert, as a defense or otherwise, (i) any claim that it is not subject to the jurisdiction (in personam or otherwise) of any such court, (ii) any objection that it may now or hereafter have to the laying of venue in any such court, or (iii) any claim that any action, suit or proceeding has been brought in an inconvenient forum. 19.2 Any dispute concerning the subject matter of this Agreement, and all rights and obligations between or the Parties under this Agreementbreach, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute termination or difference that may arise out of or relate to this Agreement validity thereof (a "“Dispute")”) will be settled exclusively in accordance with the procedures set forth herein. If The party seeking resolution of a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may will first give to the other Party(s) a notice in writing of the Dispute and request to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved between the through good faith efforts and negotiations of senior management officers or representatives of the relevant Parties parties within fifteen (a "Dispute Notice"). Within seven (715) days of the Dispute Notice being given receipt by the relevant Parties shall each refer party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a member single arbitrator mutually agreeable to both parties. In the event that the parties cannot agree on a sole arbitrator, the arbitrator will be appointed by a judge of senior management nominated the Ontario Superior Court of Justice on application by the Party who shall meet in order either party to attempt to resolve the Dispute. If All arbitration, proceedings and hearings will be conducted in the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) English language in accordance with the Model Law on International Commercial Arbitration Act of 1996 or any statutory modification or reenactment thereofas set out in the Schedule to the International Commercial Arbitration Act, R.S.O., 1990, Chap. The 19 and the UNCITRAL arbitration rules then in force. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator and the costs associated with such submission shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator shared equally by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties parties involved in the DisputeDispute unless the arbitrator decides otherwise. The parties waive all rights of appeal therefore to any court or tribunal, the referring Party shall request and agree that the President of the LMAA only recourse by any party to any court will be for the time being appoint the three arbitrator tribunalpurpose of enforcing an arbitration award. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 26.1 This Deed shall be governed by and construed in accordance with the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedHong Kong. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute 26.2 Any dispute, controversy or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claim arising out of or in connection with relating to this Agreement which cannot be resolved amicably Deed, or the breach, termination or invalidity thereof, shall be referred to and finally resolved by arbitration in London (unless varied with the unanimous consent of the Parties involved) Hong Kong in accordance with the UNCITRAL Arbitration Act Rules as at present in force and as may be amended by the rest of 1996 or any statutory modification or reenactment thereofthis Clause 26.2. The appointing authority shall be the Hong Kong International Arbitration Centre (the “HKIAC”). The arbitration shall be conducted managed by the HKIAC in accordance with the LMAA (London Maritime Arbitration Association) terms current its practice, rules and regulations. The place of arbitration shall be in Hong Kong at the time when HKIAC. There shall be 3 arbitrators who shall be appointed by the HKIAC. The Vendor shall have the right to nominate one arbitrator while the Purchaser shall have the right to nominate one arbitrator. The third arbitrator, who shall be nominated by the other two arbitrators by mutual agreement, shall preside as chairman of the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdpanel. The arbitrators shall have no financial or personal interest whatsoever language to be used in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator arbitral proceedings shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to English and the Dispute and where the amount in dispute does not exceed US$100,000, applicable law of the arbitration shall be conducted Hong Kong law. Each Party shall bear its own costs and expenses incurred in accordance connection with the LMAA Small Claims Procedure current at arbitration proceeding, including but not limited to counsel fees, except to the time when extent that the expenses of the arbitration proceedings are commencedapportioned in the award of the arbitrators based on the respective merit of the positions of the Parties. Subject to (and only upon) the declaration of invalidity of the preceding arbitration provisions, the Parties submit to the non-exclusive jurisdiction of the courts of Hong Kong. 10.6 If a 26.3 Nothing in Clause 26.2 shall preclude any Party wishes to refer a Dispute to arbitration where there are three from seeking interim relief or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA orders for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable interim preservation in any court of competent jurisdictionjurisdiction nor shall it preclude any Party from having the right (which right is expressly hereby reserved) to initiate court proceedings to enforce any judgments or awards including obtaining any injunctive relief.

Governing Law and Arbitration. 10.1 11.1 This Agreement shall be governed by and interpreted and construed in accordance with the laws of India. Each Party consents to the -exclusive personal jurisdiction of the courts of India. The interpretationParties specifically [***] the application of the United Nations Convention on the International Sale of Goods. 11.2 The Parties shall seek to resolve all disputes arising out of or in connection with this Agreement, including the construction, and enforcement validity, performance or breach of this Agreement, and all rights and obligations between without resorting to litigation or arbitration. Prior to either Party utilizing the Parties under this Agreementremedies detailed in Section 11.4, it shall be governed by first notify the laws of Englandother Party that the notifying Party wishes to resolve a dispute, provided, however, controversy or claim that nothing herein shall relieve it has with the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise other Party arising out of or relate connected to this Agreement (a "Dispute"). If As soon as practical and no later than [***] after the other Party receives a notice of Dispute, each Party shall appoint a dispute representative ("Dispute canRepresentative") who shall contact the other Party toward seeking a resolution to the Dispute. 11.3 All discussions, correspondence and negotiations between the Parties pursuant to their seeking a resolution in accordance with Section 11. 1 shall be exempt from discovery and production, and shall not be settled through negotiations by appropriate representatives of the Parties involved, a Party may give admissible in any litigation or arbitration with respect to the other Party(s) a notice Dispute, without the written consent of both Parties. Documents identified in writing or provided with such communication, which are not prepared for purposes of the Dispute resolution in accordance with Section 11.2 shall not be so exempted and request may, if otherwise admissible, be admitted in evidence in any such arbitration or litigation. 11.4 If the negotiations taken place pursuant to Section 11.2 do not resolve the Dispute within [***] of the other Party's receipt of the notice of Dispute, either Party may submit the Dispute to binding arbitration to be resolved between held in London, England pursuant to the senior management Rules of Conciliation and Arbitration of the relevant Parties International Chamber of Commerce (a the "Dispute NoticeICC"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act laws of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two PartiesEngland, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator modified as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollows: (a) that any directions previously given All proceedings, filings and submissions shall be revoked;made solely in English, the matter shall be heard before a single arbitrator who must be selected by the mutual consent of both Parties, failing which by the ICC within [***] of submission of the respondent's answer to the demand for arbitration, and the arbitrator shall be an attorney experienced in international commercial transactions and trained in the common law system. (b) that the documents which have been disclosed by the Parties in one arbitration Each Party shall be made available in the other arbitration upon such conditions as the tribunals may determine;entitled to pre-hearing depositions of not more than three percipient witnesses. (c) that Each Party shall identify all witnesses, including experts, and produce copies of all documents to be used at the evidence which has been given in one arbitration hearing at least 90 days prior to the hearing. (d) All experts identified under Section 11.4(c) shall be received and admitted in the other arbitration, subject to deposition by the opposing party at any time prior to the discovery cut-off in Section 11.4(e). (e) All discovery must be completed at least 30 days prior to the hearing. (f) The hearing on the matter shall occur within 180 days after selection of the arbitrator. (g) The arbitrator's decision shall be in accordance with the law of England, except that exemplary damages shall not be awarded. (h) The arbitrator shall be deemed instructed by this Agreement and the Parties being given to issue a written decision within 60 days after completion of the hearing. (i) The arbitrator may award costs and expenses, including reasonable opportunity legal fees, to comment upon it the prevailing Party. (j) Notwithstanding the foregoing procedures in this Section 11.4, the Parties may modify these procedures by written agreement. 11.5 Notwithstanding the provisions set forth above in this Article 11, UTStarcom may initiate litigation for the purpose of seeking an injunction or other relief, or other equitable relief in order to seek enforcement of any equitable remedy referred to in Section 5.6. 11.6 The Parties shall continue to perform the Agreement during the arbitration proceedings, and neither Party shall withhold any payment due or otherwise payable under this Agreement unless any such payment is, or forms a part of, the subject matter of the arbitration proceeding. 11.7 The Parties shall consent to such other conditions extension of time as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on necessary for the award and the award shall be enforceable in any court of competent jurisdictionarbitrators to make their award.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, This Agreement shall be subject to and governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from State of Florida. In the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to event a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute directly or difference that may arise out of or relate indirectly related to this Agreement and/or Executive's recruitment, employment or termination of employment (a collectively, "DisputeCovered Claims"). If a Dispute cannot be settled through negotiations by appropriate representatives of ) arises between Executive and the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement Company which cannot be resolved amicably resolved, such dispute shall be referred submitted to binding confidential arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the rules of the American Arbitration Act of 1996 or any statutory modification or reenactment thereofAssociation then in effect and this Section 16. The All such arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current take place at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge office of the matter American Arbitration Association located in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specifiedOrlando, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordinglyFlorida. The award or decision rendered by the arbitrator(s) (including an allocation of a sole arbitrator the costs of arbitration) shall be final, binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy conclusive and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the upon such award and the award by any court having jurisdiction over such matter. The arbitration provisions of this Agreement shall be enforceable in not prevent any party from obtaining injunctive relief from a court of competent jurisdictionjurisdiction to enforce the obligations of the other party hereunder for which such party may require provisional relief pending a decision on the merits by the arbitrator(s). The Company agrees to advance, promptly upon written request accompanied by reasonable documentation, fifty percent (50%) of any costs and expenses, including without limitation attorneys' fees, incurred by Executive or his beneficiaries, successors, assigns or other transferees in connection with resolving any such Covered Claim, provided that any amounts so advanced shall be promptly repaid to the extent that the recipient is ultimately determined not to be entitled to be indemnified with respect to such amounts pursuant to the following sentence. Upon the final resolution of any Covered Claim, the Company shall be required to indemnify Executive (and his beneficiaries, successors, assigns or other transferees) for all reasonable costs and expenses, including without limitation reasonable attorneys' fees, incurred in resolving such Covered Claim, but only to the extent that the indemnified party has prevailed on such Covered Claim. Pending the resolution of any Covered Claim, Executive (and his beneficiaries, successors, assigns or other transferees) shall continue to receive all undisputed payments and benefits due under this Agreement, except to the extent that the arbitrator(s) otherwise provide.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief as authorized by this Agreement or by applicable law, in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced.. THE Alliance Agreement FMC Agreement No. 012439-004 Substitute OriginalFirst Revised Page No. 14 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. If the two arbitrators cannot agree on a third, the third shall be appointed by the President of the LMAA upon request of either Line. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, 17.1 This Agreement and enforcement any dispute or claim arising out of this Agreement, and all rights and obligations between the Parties under this Agreement, or in connection with it or its subject matter shall be governed by the laws of Englandby, providedand construed in accordance with, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedHong Kong law. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute 17.2 Any dispute, controversy or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claim arising out of or in connection with this Agreement which cannot be resolved amicably or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (a “Dispute”) shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. and finally resolved by arbitration. 17.3 The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollows: (a) that any directions previously given all Disputes shall be revokedsubmitted to the Hong Kong International Arbitration Center (“HKIAC”); (b) that the documents which have been disclosed by the Parties in one place of arbitration shall be made available in Hong Kong at the other arbitration upon such conditions as the tribunals may determineHKIAC; (c) that the evidence which has been given in one arbitration proceedings shall be received and admitted conducted in English; (d) the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions UNICTRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after at the date of consolidationthis Agreement (as may be amended by this Agreement) shall apply; (e) there shall be three arbitrators and each Party shall appoint one arbitrator, and the 2 arbitrators thus appointed shall appoint the third arbitrator. If a Party fails to appoint the arbitrator within 30 days of receipt of a request to do so from the other Party, or if the 2 arbitrators fail to agree on the third arbitrator within 30 days of their appointment, the appointment shall be heard and determined made, upon request of a Party, by the tribunal first appointed.HKIAC; 10.9 The arbitrators’ decision, including (f) an award of the written findings of fact HKIAC must be in writing and conclusions, state the grounds upon which it was based; (g) an award by the HKIAC shall be final and conclusive; judgment may be entered on conclusive and binding upon the award Parties and the Parties waive irrevocably any rights to any form of appeal, review or recourse to any state or other judicial authority, insofar as such waiver may validly be made. In particular, no Party may apply to the court to determine questions of law arising in the course of the arbitration pursuant to Section 23A of the Arbitration Ordinance (Chapter 341 of the Laws of Hong Kong) or otherwise, and no Party may appeal to the court on a question of law arising out of any award made in the arbitration pursuant to Section 23 of the Arbitration Ordinance or otherwise; (h) the Parties shall be enforceable in any have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction., both before and after the arbitral tribunal award has been appointed, at any time up until the arbitral tribunal has made its final award; and (i) judgment upon the arbitral tribunal award rendered may be entered in any court having jurisdiction and the Parties submit to the non-exclusive jurisdiction of the Hong Kong courts for this purpose. Executed as an agreement. SIGNED BY ) with authority of the board ) for and on behalf of ) C-TRAVEL INTERNATIONAL LIMITED ) in the presence of: ) Name of witness: Title: SIGNED BY ) ) with authority of the board ) for and on behalf of ) XXXXX.XXX INTERNATIONAL, LTD. ) in the presence of: ) Name of witness: Title: SIGNED BY ) ) with authority of the board ) for and on behalf of ) LIMITED ) in the presence of: ) Name of witness: Title: SIGNED BY ) ) with authority of the board ) for and on behalf of ) HKWOT (BVI) LIMITED ) in the presence of: ) Name of witness: Title: THIS DEED is made on [•] between: [•] (the “New Shareholder”); [•] (the “Original Shareholder”); [•] (the “Continuing Shareholder”);

Governing Law and Arbitration. 10.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by binding arbitration in accordance with the UNCITRAL Arbitration Rules as present in force in the manner set forth in this Section 16.3. (a) The interpretationprocedures of this Section 16.3 may be initiated by a written notice (a "DISPUTE NOTICE") given by one party (a "CLAIMANT") to the other, constructionbut not before thirty (30) days have passed during which the parties have been unable to reach a resolution. The Dispute Notice shall be accompanied by (i) a statement of the Claimant describing the dispute in reasonable detail and (ii) documentation, if any, supporting the Claimant's position on the dispute. Within twenty (20) days after the other party's (the "RESPONDENT") receipt of the Dispute Notice and accompanying materials, the dispute shall be resolved by binding arbitration in Hong Kong under the UNCITRAL Arbitration Rules. All arbitration procedures pursuant to this paragraph (a) shall be confidential and treated as compromise and settlement negotiations and shall not be admissible in any arbitration or other proceeding. (b) The Parties shall agree on a single arbitrator to resolve the dispute. If the Parties fail to agree on the designation of an arbitrator within a twenty (20)-day period the Hong Kong International Arbitration Centre shall be requested to designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the arbitrator's duties, the arbitrator's successor shall be appointed in the same manner as the arbitrator was appointed. (c) Any award arising out of arbitration (i) shall be binding and conclusive upon the Parties; (ii) shall be limited to a holding for or against a party, and enforcement affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, indirect, incidental, consequential, special, punitive or exemplary damages or diminution in value; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in a court. (d) Arbitration shall not be deemed a waiver of any right of termination under this Agreement, and all the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations between of the Parties under prior to termination in accordance with this Agreement. (e) The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. (f) Each party shall bear its own expenses incurred in any arbitration or litigation, but any expenses related to the compensation and the costs of the arbitrator shall be borne equally by the Parties to the dispute. (g) If any action or proceeding is commenced to construe or enforce this Agreement or the rights and duties of the Parties hereunder, then the Party prevailing in that action, and any appeal thereof, shall be governed by the laws of England, provided, however, entitled to recover its attorney's fees and costs in that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984action or proceeding, as amended. 10.2 Without prejudice well as all costs and fees of any appeal or action to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably enforce any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or judgment entered in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedtherewith. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, (a) This Agreement shall be governed by and construed in accordance with the federal laws of England, providedGermany as in force and effect as of the effective date of this Agreement excluding, however, that nothing herein shall relieve the Parties from the applicable requirements German rules of the U.S. Shipping Act conflicts of 1984, as amendedlaw. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably (b) The parties irrevocably agree that any dispute or difference that disputes which may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably Agreement, the articles of association (Gesellschaftsvertrag) of Holdco II, Hovis and/the Hovis Group, the Rules of Procedure, meetxxxx of the Board or meetings of the Shareholders, or any transaction contemplated hereby, shall be referred to settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) Vienna, Austria, in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted rules set forth in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedthis Section 11.8. 10.4 In the case of a Dispute involving only two Parties, the (c) The arbitral tribunal shall consist of three (3) arbitratorstwo arbitrators and the presiding arbitrator, each of whom shall be fluent in English and may be of Austrian, German, Canadian or U.S. nationality. In The party intending to institute arbitration proceedings shall inform the other parties in writing of its intention and, at the same time, designate one arbitrator. The other parties involved shall, within 30 days after receipt of this notice, collectively designate a second arbitrator by mutual agreement. If, within such instancestime period, the Party referring other parties have not designated a second arbitrator, then at the matter request of the party intending to institute arbitration proceedings, the second arbitrator shall appoint its arbitrator and send notice be appointed by the International Chamber of such appointment in writing to Commerce, acting as appointing authority. The two arbitrators thus appointed shall choose the other Partypresiding arbitrator. If, and requesting that such Party appoint an arbitrator within 14 days. After 30 days after the appointment of an arbitrator by the second Partyof the two arbitrators, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge agreed upon the choice of the matter in dispute. If presiding arbitrator, then at the other Party does not appoint its own arbitrator and give notice that it has done so within request of any of the 14 days specifiedparties to the arbitration proceedings, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole presiding arbitrator shall be binding on both Parties as if he had been appointed by agreementthe International Chamber of Commerce. 10.5 Where there are only two Parties to the Dispute (d) All submissions and where the amount awards in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute relation to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration this Agreement shall be made available in English and all arbitration proceedings and all pleadings shall be in English. Original documents in English or German may be submitted as evidence in their original language; witnesses not fluent in English may give evidence in their native tongue (with appropriate translation). Original documents in a language other than English or German shall be submitted as evidence in English translation accompanied by the other arbitration upon such conditions original or a true copy thereof. (e) The parties to this Agreement hereby adopt the rules of the International Chamber of Commerce as the tribunals may determine; (c) that the evidence procedural rules governing arbitrations hereunder, insofar as such rules are not inconsistent with any provision of this Section 11.8, which has been given in one arbitration shall be received controlling. The arbitration panel may, at the request of a party, order provisional or conservatory measures and admitted in shall have the other arbitrationauthority to award specific performance, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as provided, however, that until the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership complete establishment of the tribunals is not identicalarbitration panel, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, ordinary courts shall remain competent for provisional or conservatory measures. Any award shall be final and conclusive; judgment may be entered on the award not subject to appeal and the parties hereby waive all challenge to any award of an arbitral panel under this Section 11.8. (f) Any award shall be enforceable made in any court of competent jurisdictionthe currency in which the obligation would have been paid, if the obligation with respect to which the award is made was an obligation to pay money or in Euros in all other cases. (g) To the extent legally required, the parties undertake to set up an arbitration agreement substantially as set forth in this Section 11.8 in a separate agreement.

Governing Law and Arbitration. 10.1 The interpretation14.01 THE PARTIES HERETO AGREE THAT THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT WAS NEGOTIATED, constructionCONSUMATED AND ENTERED INTO IN THE CITY OF HOUSTON, and enforcement of this AgreementSTATE OF TEXAS, and all rights and obligations between the Parties under this AgreementAND THE PARTIES HEREBY CONSENT TO VENUE IN THE FEDERAL AND STATE COURTS OF COMPETENT JURISDICTION LOCATED IN HOUSTON, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedTEXAS. 10.2 Without prejudice to a Party’s right to seek relief 14.02 All claims, disputes or controversies arising out of, in the courts the Parties shall use reasonable efforts to negotiate connection with or in good faith and settle amicably any dispute or difference that may arise out of or relate relation to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to decided by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Commercial Rules of the American Arbitration Act Association then in force. For claims, disputes or controversies which either Party may have in excess of 1996 or any statutory modification or reenactment thereof$1,000,000, exclusive of claims for interest, attorneys’ fees and costs, three (3) neutral arbitrators shall be used. Otherwise a single arbitrator shall be used. For purposes of determining the number of arbitrators, the Parties claims and counterclaims shall not be additive. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two PartiesHouston, the tribunal shall consist of three (3) arbitrators. In such instancesTexas, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge decision of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator arbitrator(s) shall be final, binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdictionjurisdiction and the Parties agree that there shall be no appeal from the arbitrator(s)’ decision except s provided by applicable law. All statues of limitation that would otherwise be applicable shall apply to any arbitration proceeding. The right to arbitrate shall survive the termination of this Agreement. The Parties acknowledge and agree that this Agreement includes activities in Interstate Commerce and that the Federal Arbitration Act, 9 USC §1 et seq shall control and apply to all arbitrations conducted hereunder, notwithstanding any state law provisions to the contrary. 14.03 The Parties irrevocably agree to be joined as parties in any arbitration proceeding which involves claims, disputes or controversies which either Party may have with other parties not a Party to this Agreement who are also governed by an arbitration agreement. 14.04 The Parties hereby irrevocably waive any objection to the joinder of other parties who are not Parties to this Agreement to any arbitration proceeding commenced pursuant to Section 17.02 above where such other parties are also governed by an arbitration agreement.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 24.1 This AGREEMENT shall be governed by and construed in accordance with the laws of Englandthe State of New York, provided, however, that nothing herein USA. The United Nations Convention on the International Sale of Goods (CISG) shall relieve not apply. With regard to the Parties from validity and scope of intellectual property rights the applicable requirements law of the U.S. Shipping Act of 1984country shall apply, as amendedwhere such intellectual property rights have been originated and/or registered. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute 24.2 All disputes arising out of or in connection with this Agreement which cannot be resolved amicably the present agreement, including any questions regarding its existence, validity or termination, shall be referred to finally settled by binding arbitration in London under the American Arbitration Association (unless varied with the unanimous consent of the Parties involved“Rules”) by three arbitrators in accordance with said Rules. 24.3 Each Party shall nominate one arbitrator for confirmation by the Arbitration Act of 1996 or any statutory modification or reenactment thereofcompetent authority under the applicable Rules (Appointing Authority). The arbitration two appointed arbitrators shall agree on the third arbitrator [***]. Should the two arbitrators fail, within the above time-limit, to reach agreement on the third arbitrator, he shall be conducted in accordance with appointed by the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings Appointing Authority. If there are commenced. 10.4 In the case of a Dispute involving only two Partiesor more defendants, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment any nomination of an arbitrator by or on behalf of such defendants must be by joint agreement between them. If such defendants fail, within the second Partytime-limit fixed by the Appointing Authority, to agree on such joint arbitrators the two appointed Appointing Authority may appoint such joint arbitrator. The arbitrators must have sufficient experience in the IT industry and in international business transactions 24.4 Notwithstanding the Rules (i) each Party shall have no more than 2 days to present its case and (ii) the arbitrators shall appoint a thirdbe instructed to render their decision [***] following the conclusion of each Party’s presentation. 24.5 The arbitrators shall specify the basis for their decision. The arbitrators shall have no financial or personal interest whatsoever in or with not award any Party punitive damages. The decision of the arbitrators shall be considered as a final and binding resolution of the dispute, shall not have acquired a detailed prior knowledge be subject of the matter in dispute. If the other Party does not appoint its own arbitrator appeal and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable as a judgment in any court of competent jurisdiction. 24.6 The seat of arbitration shall be New York, New York, USA. The procedural law of this place shall apply where the Rules are silent, however no pre-trial discovery procedure or jury trial shall be allowed in the arbitration proceedings. 24.7 The language to be used in the arbitration proceedings shall be English. The whole arbitration procedure shall be executed pursuant to a strict non disclosure agreement signed by the Parties and the arbitrators agreeing to conduct such proceedings and maintaining in confidence all confidential information or trade secrets disclosed or produced in the course thereof. All press releases or public statements regarding the status of such proceedings shall be prepared jointly and only by the Parties.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 21.1 This Agreement shall be governed by and construed according to the laws of England, provided, however, that nothing herein shall relieve Quebec and the Parties from the laws of Canada applicable requirements of the U.S. Shipping Act of 1984, as amendedtherein. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any 21.2 Any dispute or difference that may arise out of or relate to arising under this Agreement will be determined by a single arbitrator to be appointed by the parties as follows: (a "Dispute"). If a Dispute cannot be settled through negotiations a) either party may refer any such matter to arbitration by appropriate representatives of the Parties involved, a Party may give written notice to the other Party(sand, within ten business days after receipt of such notice, the parties will agree on the appointment of an arbitrator; (b) a notice no person will be appointed as an arbitrator hereunder unless such person agrees in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties act; (a "Dispute Notice"). Within seven (7c) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved upon appointment in accordance with sub-clause 10.3 below.section (a), the arbitrator will immediately proceed to hear and determine the matter in question and unless otherwise agreed, such hearing shall take place in Montreal, Quebec; 10.3 Any Dispute arising out (d) the determination by the arbitrator will be made within 45 days after his appointment subject to any reasonable delay due to unforeseen circumstances and the decision of or the arbitrator will be in connection with this Agreement which writing and signed by the arbitrator and will be final and binding upon the parties who will abide by such decision; (e) if the parties cannot be resolved amicably agree on a single arbitrator as provided in section (b), or if the person appointed is unwilling or unable to act, either party will have the right to request the Court to mediate in the appointment of a mutually acceptable arbitrator; (f) in the absence of agreement, the Court shall be referred appoint an arbitrator, who shall determine the arbitration procedure pursuant to arbitration in London (unless varied with the unanimous consent rules of the Parties involvedBook VII of the Code of Civil Procedure of Quebec (in this article the “Act”); (g) except as specifically provided in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The this Article, an arbitration shall hereunder will be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at Act. The arbitrator will fix a time and place in the time when Province of Quebec for the purpose of hearing the evidence and representations of the parties and will preside over the arbitration proceedings are commenced. 10.4 In and determine all questions of procedure not provided for under such Act or this section. After hearing any evidence and representations that the case of a Dispute involving only two Partiesparties may submit, the tribunal shall consist of three (3) arbitrators. In such instancesarbitrator will make an award, reduce the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment same in writing and deliver one copy thereof to each of the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdparties. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge decision of the matter arbitrator will be made within forty-five (45) days after the conclusion of the hearing, subject to any reasonable delay due to unforeseen circumstances; and (h) the arbitrator’s fees shall be paid as specified in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordinglyaward. The award of a sole the single arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall will be final and conclusive; judgment may be entered on binding upon each of the award and the award shall be enforceable in any court of competent jurisdictionparties.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, A. This Agreement shall be governed by and construed in accordance with the laws of Englandthe State of Texas, provided, however, that nothing herein shall relieve the Parties from the applicable requirements excluding in any case conflict of the U.S. Shipping Act of 1984, as amendedlaw rules. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any B. Any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration settlement proceedings under the International Chamber of Commerce (“ICC”) mediation rules, without prejudice to either party's right to seek emergency, injunctive, or conservatory measures of protection at any time. If any such dispute has not been settled within 60 days following the filing of a request for mediation (or such other period of time as may be reasonable under the circumstances or agreed in London (unless varied with writing), the unanimous consent of the Parties involved) dispute shall be finally settled in accordance with the Arbitration Act ICC rules of 1996 arbitration by one or any statutory modification or reenactment thereofmore arbitrators appointed under the said rules. The seat, or legal place, of arbitration shall be Houston, Texas. The Parties understand and agree that this confidentiality obligation extends to information concerning the fact of any request for arbitration, and any ongoing arbitration, as well as all matters discussed, discovered, or divulged, (whether voluntarily or by compulsion) during the course of such arbitration proceeding, except only to the extent disclosure may be required by law, or for the implementation, enforcement or challenge of an award, or otherwise for bona fide business purposes (provided that all such disclosures shall be subject to reasonable obligations of confidentiality). C. For any arbitration conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two PartiesParagraph A or B. above, the tribunal following shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The apply: No award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; for indirect, special, punitive, exemplary or consequential damages or losses (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is whether foreseeable or not identical, the consolidated arbitration shall, after at the date of consolidationthis Agreement) under applicable law and damages for lost production, lost revenue, lost product, lost profit, lost business, lost business opportunities, or charges for rig time, regardless of whether the same would be heard and determined considered direct, indirect, special, punitive, exemplary or consequential damages or losses under applicable law. Judgment upon the award rendered by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment Tribunal pursuant hereto may be entered on the award in, and the award shall be enforceable in enforced by, any court of competent jurisdiction.. All statutes of limitation that would otherwise be applicable shall apply to the arbitration proceeding. Any attorney-client privilege and other protection against disclosure of privileged or confidential information, including, without limitation, any protection afforded the work-product of any attorney, that could otherwise be claimed by any party shall be available to, and may be claimed by, any such party in any arbitration proceeding. The parties shall treat all matters relating to the arbitration as confidential. Subject to each party’s right to cooperate fully with the United States authorities, the parties understand and agree that this confidentiality obligation extends to information concerning the fact of any request for arbitration, any ongoing arbitration, as well as all matters discussed, discovered, or divulged, (whether voluntarily or by compulsion) during the course of such arbitration proceeding. It is the desire of the parties that any Dispute is resolved efficiently and fairly and the Tribunal shall act in a manner consistent with these intentions

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, This Agreement shall be subject to and governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from State of Florida. In the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to event a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute directly or difference that may arise out of or relate indirectly related to this Agreement and/or Consultant's recruitment, engagement or termination of engagement (a collectively, "DisputeCovered Claims"). If a Dispute cannot be settled through negotiations by appropriate representatives of ) arises between Consultant and the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement Company which cannot be resolved amicably resolved, such dispute shall be referred submitted to binding confidential arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the rules of the American Arbitration Act of 1996 or any statutory modification or reenactment thereofAssociation then in effect and this Section 10. The All such arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current take place at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge office of the matter American Arbitration Association located in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specifiedOrlando, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordinglyFlorida. The award or decision rendered by the arbitrator(s) (including an allocation of a sole arbitrator the costs of arbitration) shall be final, binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy conclusive and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the upon such award and the award by any court having jurisdiction over such matter. The arbitration provisions of this Agreement shall be enforceable in not prevent any party from obtaining injunctive relief from a court of competent jurisdictionjurisdiction to enforce the obligations of the other party hereunder for which such party may require provisional relief pending a decision on the merits by the arbitrator(s). The Company agrees to advance, promptly upon written request accompanied by reasonable documentation, fifty percent (50%) of any costs and expenses, including without limitation attorneys' fees, incurred by Consultant or its representatives, successors, assigns or other transferees in connection with resolving any such Covered Claim, provided that any amounts so advanced shall be promptly repaid to the extent that the recipient is ultimately determined not to be entitled to be indemnified with respect to such amounts pursuant to the following sentence. Upon the final resolution of any Covered Claim, the Company shall be required to indemnify Consultant (and its representatives, successors, assigns or other transferees) for all reasonable costs and expenses, including without limitation reasonable attorneys' fees, incurred in resolving such Covered Claim, but only to the extent that the indemnified party has prevailed on such Covered Claim. Pending the resolution of any Covered Claim, Consultant (and its representatives, successors, assigns or other transferees) shall continue to receive all undisputed payments and benefits due under this Agreement, except to the extent that the arbitrator(s) otherwise provide.

Governing Law and Arbitration. 10.1 The interpretationThis Deed, constructionincluding the arbitration agreement contained within this paragraph 10, and enforcement of this Agreement, and all rights and including any non-contractual obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which canDeed, is governed by and shall be construed in accordance with English law. 10.2 The parties agree that, in respect of any claim, dispute or difference of whatever nature arising under, out of, or in connection with this Deed (including a claim, dispute or difference regarding the existence, termination or validity of this Deed or any non-contractual obligations arising out of or in connection with this Deed) (a “Dispute”), the provisions of this paragraph 10 shall apply. Either party may notify the other party in writing of a Dispute (a “Dispute Notice”), whereupon the parties shall attempt to resolve the Dispute amicably by negotiation, for a period of twenty (20) Business Days from the date of the Dispute Notice (the “Resolution Period”). 10.3 If a full and final binding written agreement in settlement of the Dispute has not be resolved amicably been entered into during the Resolution Period, the parties agree that the Dispute shall be referred to and finally settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the London Court of International Arbitration Act (“LCIA”) Rules (the “Rules”) as in force as the date of 1996 or any statutory modification or reenactment thereofthis Deed and as modified by this paragraph, which Rules shall be deemed incorporated into this paragraph. The seat of arbitration shall be conducted London, England and the language of the arbitration shall be English. Sections 45 and 69 of the Arbitration Xxx 0000 shall not apply. 10.4 The number of arbitrators shall be three. The claimant(s) (collectively if there is more than one claimant) and respondent(s) (collectively if there is more than one respondent) (each an “Arbitration Party” and together the “Arbitration Parties”), shall first attempt to agree on the identity of all three arbitrators. If the Arbitration Parties have not reached an agreement as to the identity of all three arbitrators within a period of twenty (20) Business Days following the date of the Request for Arbitration, the arbitrators shall be appointed in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollowing procedure: (a) that any directions previously given one arbitrator shall be revokednominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s) and such nominations shall be made within ten (10) Business Days from the date of expiry of the period of twenty (20) Business Days for the parties to attempt to agree the identity of all three arbitrators; (b) that following confirmation from the documents which have been disclosed by LCIA Court of the Parties in one arbitration appointment of the Arbitration Parties’ nominated arbitrators (the “Co-Arbitrators”), the third arbitrator, who shall act as presiding arbitrator, shall be made available nominated as follows: (i) each Arbitration Party shall send to the Co-Arbitrators a list proposing five (5) candidates for the position of presiding arbitrator (in alphabetical order of surname) by 5pm London time, ten (10) Business Days following confirmation of the other arbitration upon such conditions as appointment of the tribunals may determineCo-Arbitrators (the “List Exchange”); (cii) the Co-Arbitrators shall review the names of the candidates proposed by each Arbitration Party; (iii) if one (and only one) common candidate has been proposed by both Arbitration Parties, that candidate will be designated to act as the presiding arbitrator; (iv) in the event that no common candidate or more than one common candidate has been selected, each Arbitration Party shall send to the Co-Arbitrators (but not to the other Arbitration Party) that Arbitration Party’s ranking of the evidence which candidates for presiding arbitrator by 5pm London time on the date that is ten (10) Business Days following the List Exchange; (v) each Arbitration Party shall rank the candidates from its own list and the list of the opposing Arbitration Party and shall give each of the ten (10) candidates a rank from one (1) to ten (10), with one (1) indicating most preferred candidate and ten (10) indicating the least preferred candidate; (vi) following receipt of the ranking from the Arbitration Parties, the Co-Arbitrators shall identify the highest-ranking candidate, i.e., the candidate with the lowest aggregate score; (vii) if one candidate has been given in one arbitration the lowest aggregate score, that candidate shall be received designated to act as the presiding arbitrator; (viii) if more than one candidate has the same lowest aggregate score, the Co-Arbitrators shall agree between themselves which of the candidates shall act as a presiding arbitrator; (ix) the Co-Arbitrators shall communicate the name of the presiding arbitrator to the Arbitration Parties and admitted the LCIA Court for confirmation by 5pm London time, five (5) Business Days following receipt of the Arbitration Parties’ rankings; and (x) in the other arbitrationevent that the Co-Arbitrators are not able to reach agreement on the presiding arbitrator within five (5) Business Days, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as then the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, LCIA Court shall be final and conclusive; judgment may be entered on asked to decide upon the award and presiding arbitrator from the award shall be enforceable in any court of competent jurisdictioncandidates with the same lowest aggregate score.

Governing Law and Arbitration. 10.1 The interpretation14.1 This Sublicense Agreement shall be deemed to have been made in the State of New York and its form, constructionexecution, validity, construction and enforcement effect shall be determined in ---------- [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 40 of 59 accordance with the laws of the State of New York (without regard to New York's or any other jurisdiction's choice of law principles). 14.2 In the event of any controversy or claim arising out of or relating to any provision of this Sublicense Agreement, and all rights and obligations the parties shall try to settle their differences amicably between themselves. Any unresolved disputes arising between the Parties under parties relating to, arising out of or in any way connected with this Sublicense Agreement or any term or condition hereof, or the performance by either party of its obligations hereunder, whether before or after termination of this Sublicense Agreement, shall be governed resolved by final and binding arbitration. Whenever a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the laws other party. Except in the case of Englanda determination to be made where payments are to be made to by one party to the other, the party giving such notice shall refrain from instituting the arbitration proceedings for a period of [*] following such notice to allow the parties time to further attempt to come to an amicable resolution of the dispute. Arbitration shall be held in New York City, New York according to the commercial rules of the American Arbitration Association ("AAA"). The arbitration will be conducted by a panel of three arbitrators appointed in accordance with AAA rules; provided, however, that nothing herein each party shall relieve within [*] after the Parties from the applicable requirements institution of the U.S. Shipping Act of 1984arbitration proceedings appoint a party arbitrator, as amended. 10.2 Without prejudice and the party-arbitrators shall select a neutral arbitrator, to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives chairman of the Parties involvedarbitration panel, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Disputewithin [*] thereafter. If the Dispute is not settled by agreement in writing between party-arbitrators are unable to select a neutral within such period, the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it neutral shall be resolved appointed in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred AAA rules. All arbitrator(s) eligible to conduct the arbitration in London (unless varied with the unanimous consent must agree to render their opinion(s) within [*] of the Parties involvedfinal arbitration hearing. No arbitrator (nor the panel of arbitrators) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party the power to award punitive damages under this Sublicense Agreement and shall not have acquired a detailed prior knowledge such award is expressly prohibited. Decisions of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (aarbitrator(s) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment binding an all of the parties. Judgment on the award so rendered may be entered on in a court having jurisdiction thereof. In any arbitration pursuant to this Sublicense Agreement, the award arbitrators shall interpret the express terms hereof and apply the award shall be enforceable laws of the State of New York. [*]. Notwithstanding the provisions of this clause, either party may seek preliminary or injunctive measures or relief in any competent court of competent having jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedTHIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute (a) Any dispute, controversy or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claim arising out of or in connection with relating to this Agreement which cannot be resolved amicably shall be referred to settled by arbitration in London (unless varied with administered by the unanimous consent International Chamber of the Parties involved) Commerce in accordance with its International Arbitration Rules. The arbitration shall be the Arbitration Act sole and exclusive forum for resolution of 1996 such dispute, controversy or claim, and the award rendered shall be final and binding. Judgement on the award rendered may be entered in any statutory modification court having jurisdiction thereof. (b) The number of arbitrators shall be three, one of whom shall be appointed by the party asserting a claim against the other party or reenactment parties, one of whom shall be appointed by the party or parties (acting together), as the case may be, against whom a claim has been asserted, and the third of whom shall be selected by mutual agreement, if possible, within thirty days of the selection of the second arbitrator and thereafter by the administering authority. (c) The language of the arbitration shall be conducted in the English language and any foreign-language documents presented at such arbitration shall be accompanied by an English translation thereof. The arbitration shall be conducted held in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedHong Kong. 10.4 In (d) Any award of the case arbitrators (i) shall be in writing, (ii) shall state the reasons upon which such award is based and (iii) may include an award of a Dispute involving only two Partiescosts, the tribunal shall consist of three including reasonable attorneys' fees and disbursements. (3e) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial authority to award punitive damages or personal interest whatsoever any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party award that does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice conform to the other Party, appoint its arbitrator as sole arbitrator terms and shall advise the other Party accordingly. The award conditions of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreementthis Agreement. 10.5 Where there are only two Parties (f) Any party may make an application to the Dispute and where arbitrators seeking injunctive relief to maintain the amount in dispute does not exceed US$100,000, status quo until such time as the arbitration shall be conducted award is rendered or the dispute, controversy or claim is otherwise resolved. Any party may apply to any court having jurisdiction thereof and seek injunctive relief in accordance with order to maintain the LMAA Small Claims Procedure current at the status quo until such time when as the arbitration proceedings are commencedaward is rendered or the dispute, controversy or claim is otherwise resolved. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, 13.1 This Agreement and enforcement any non-contractual rights or obligations arising out of this Agreement, and all rights and obligations between the Parties under this Agreement, or in connection with it shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedEngland and Wales. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute 13.2 Any dispute, controversy, claim or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute whatever nature arising out of or in relating to this Agreement, including a dispute regarding the validity, invalidity, existence, interpretation, performance, breach or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement which cannot be resolved amicably shall be referred to and resolved by arbitration in administered by The London Court of International Arbitration (unless varied with “LCIA”) under the unanimous consent Arbitration Rules of the Parties involved) LCIA in force when the notice of arbitration is submitted (the “Rules”). There shall be three arbitrators, two of whom shall be nominated by the respective parties in accordance with the Arbitration Act Rules and the third, who shall be the Chairman of 1996 or any statutory modification or reenactment thereofthe arbitral tribunal, shall be nominated by the two nominated arbitrators within 14 days of the last of their appointments. The seat, or legal place, of arbitration shall be conducted London. The language to be used in accordance with the LMAA (London Maritime Arbitration Association) terms current at arbitral proceedings shall be English only. This arbitration clause shall be governed by the time when the arbitration proceedings are commencedLaws of England and Wales. 10.4 In the case of a Dispute involving only two Parties13.3 By agreeing to arbitration, the tribunal shall consist parties do not intend to deprive any court of three (3) arbitratorscompetent jurisdiction of its ability to issue any form of provisional remedy, including a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure. In A request for such instances, the Party referring the matter provisional remedy or interim or conservatory measure by a party to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and court shall not have acquired be deemed a detailed prior knowledge waiver of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute this agreement to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreementarbitrate. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined 13.4 The arbitral award rendered by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment binding on the parties. Unless otherwise specified in the arbitral award, the expenses of the arbitration (including witness fees and reasonable legal expenses) shall be borne by the losing party. Judgment on the award may be entered on the award and the award shall be enforceable in any court of competent jurisdiction. 13.5 Any party, other than the party that initiated the arbitration under this Agreement or the party named as the respondent in a request for arbitration, may be joined in a pending arbitration under this Agreement as an additional party and each party confirms that it consents to the joinder of the additional party. Any joined party agrees to the arbitral tribunal already in place and shall be deemed to have participated in the constitution of the arbitral tribunal. The joined party shall be bound by any award rendered by said arbitral tribunal. 13.6 The parties agree to the consolidation of any dispute with any other dispute arising out of, relating to, or in connection with, any related agreement (“Related Agreement”). Any party may apply to the arbitral tribunal constituted under this Agreement for an order that any dispute is related to an already pending dispute (“Related Dispute”). The parties agree and acknowledge that a party to a Related Agreement may apply to the related arbitral tribunal constituted under the Related Agreement for an order that the Related Dispute is related to any dispute. Any application for an order under this Clause 13.6 shall be made as soon as practicable with notice to all parties to any dispute and all parties to the Related Dispute. The arbitral tribunal constituted under this Agreement or under the Related Agreement may, if considered appropriate, make an order that the disputes be consolidated. If two or more arbitral tribunals constituted under this Agreement or any Related Agreement issue a consolidation order, the order issued first shall prevail. If two or more arbitration proceedings are consolidated under such consolidation order, the arbitral tribunal having first issued the consolidation order shall proceed as the arbitral tribunal in the consolidated proceeding. The appointment of the other arbitral tribunal(s) shall terminate upon making of the consolidation order by the first arbitral tribunal and shall be deemed to be functus officio. The parties to the consolidated proceedings shall be deemed to have participated in the constitution of the arbitral tribunal in the consolidated proceedings and agree that they shall be bound by any award rendered by the arbitral tribunal in the consolidated proceedings. [The remainder of this page is intentionally left blank.]

Governing Law and Arbitration. 10.1 The interpretation16.1 This Sublicense Agreement shall be deemed to have been made in the State of New York and its form, constructionexecution, validity, construction and enforcement effect shall be determined in accordance with the laws of the State of New York (without regard to New York’s or any other jurisdiction’s choice of law principles). 16.2 In the event of any dispute, controversy or claim arising out of or relating to the interpretation or failure to comply with the terms of this Sublicense Agreement, and all rights and obligations the parties shall try to settle their differences amicably between themselves. Any unresolved disputes arising between the Parties under parties relating to, arising out of or in any way connected with the interpretation of this Sublicense Agreement or failure to comply with any term or condition hereof, or the performance by either party of its obligations hereunder, whether before or after termination of this Sublicense Agreement, shall be governed resolved by final and binding arbitration. Whenever a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the laws other party. Except in the case of Englanda determination to be made where payments are to be made to by one party to the other, the party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice to allow the parties time to further attempt to come to an amicable resolution of the dispute. Arbitration shall be held in New York City, New York according to the commercial rules of the American Arbitration Association (“AAA”). The arbitration will be conducted by a panel of three (3) arbitrators appointed in accordance with AAA rules; provided, however, that nothing herein each party shall relieve within thirty (30) days after the Parties from the applicable requirements institution of the U.S. Shipping Act arbitration proceedings appoint a party arbitrator, and the party-arbitrators shall select a neutral arbitrator, to be chairman of 1984the arbitration panel, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement within thirty (a "Dispute")30) days thereafter. If the party-arbitrators are unable to select a Dispute cannot neutral within such period, the neutral shall be settled through negotiations by appropriate representatives of appointed in accordance with AAA rules. All arbitrator(s) eligible to conduct the Parties involved, a Party may give arbitration must agree to the other Party(srender their opinion(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties within thirty (a "Dispute Notice"). Within seven (730) days of the Dispute Notice being given final arbitration hearing. No arbitrator (nor the relevant Parties panel of arbitrators) shall each refer have the Dispute power to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Disputeaward punitive damages under this Sublicense Agreement and such award is expressly prohibited. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days Decisions of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involvedarbitrator(s) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment binding on all of the parties. Judgment on the award so rendered may be entered on in a court having jurisdiction thereof. In any arbitration pursuant to this Sublicense Agreement, the award arbitrators shall interpret the express terms hereof and apply the award laws of the State of New York. The losing party to the arbitration as determined by the arbitrators shall be enforceable pay the costs of arbitration. Notwithstanding the provisions of this clause, either party may seek preliminary or injunctive measures or relief in any competent court of competent jurisdictionhaving jurisdiction without first having to comply with this Section 16.2.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 11.1 This agreement shall be governed by and construed in all respects in accordance with the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedThe Netherlands. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably 11.2 If any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives arises at any time between any of the Parties involvedin connection with this agreement including without limitation, a Party may give to the other Party(s) a notice formation or existence of, the implementation of or the interpretation or application of, the Parties' respective rights and obligations in writing terms of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute or arising out of this agreement or its breach or termination or the performance or non-performance of any Party's obligations hereunder or which relates in any way to any matter affecting the interests of the Parties in terms of this agreement, and the Parties are unable to resolve their dispute, any Party may refer the matter in dispute, in the first instance, to the respective chief executive officers of the Shareholders for resolution. 11.3 All disputes arising in connection with this Agreement or further agreements resulting therefrom, which canafter having been referred under clause 11.2 shall not be have been resolved amicably by the said chief executive officers within 21 (twenty-one) days of having been so referred, shall be referred to finally settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the rules of the Netherlands Arbitration Act of 1996 or any statutory modification or reenactment thereofInstitute (Nederlands Arbitrage Instituut). The arbitration tribunal shall be composed of three arbitrators. The place of arbitration shall be Amsterdam, the Netherlands. The arbitration procedure shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the English language. The arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted decide in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commencedrules of law (overeenkomstig de regelen des rechts). 10.6 If 11.4 This clause 11 shall not preclude any Party from obtaining interim relief on an urgent basis from a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President court of competent jurisdiction pending any decision of the LMAA for the time being appoint the three arbitrator tribunalarbitrator. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues 11.5 The provisions of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such this clause - 11.5.1 constitute an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed irrevocable consent by the Parties to any proceedings in one arbitration terms hereof and no Party shall be made available in the other arbitration upon entitled to withdraw therefrom or claim at any such conditions as the tribunals may determineproceedings that it is not bound by such provisions; (c) that 11.5.2 are severable from the evidence which has been given rest of this agreement and shall remain in one arbitration shall be received and admitted in effect despite the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determinetermination of or invalidity for any reason of this agreement. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, (a) This Agreement shall be governed by and construed in accordance with the federal laws of England, providedGermany as in force and effect as of the effective date of this Agreement excluding, however, that nothing herein shall relieve the Parties from the applicable requirements German rules of the U.S. Shipping Act conflicts of 1984, as amendedlaw. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably (b) The parties irrevocably agree that any dispute or difference that disputes which may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably Agreement, the articles of association (Gesellschaftsvertrag) of Holdco II, Hovis and/the Hovis Group, the Rules of Procedure, meetings xx xxe Board ox xxxtings of the Shareholders, or any transaction contemplated hereby, shall be referred to settled by arbitration in London (unless varied with the unanimous consent of the Parties involved) Vienna, Austria, in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted rules set forth in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedthis Section 11.8. 10.4 In the case of a Dispute involving only two Parties, the (c) The arbitral tribunal shall consist of three (3) arbitratorstwo arbitrators and the presiding arbitrator, each of whom shall be fluent in English and may be of Austrian, German, Canadian or U.S. nationality. In The party intending to institute arbitration proceedings shall inform the other parties in writing of its intention and, at the same time, designate one arbitrator. The other parties involved shall, within 30 days after receipt of this notice, collectively designate a second arbitrator by mutual agreement. If, within such instancestime period, the Party referring other parties have not designated a second arbitrator, then at the matter request of the party intending to institute arbitration proceedings, the second arbitrator shall appoint its arbitrator and send notice be appointed by the International Chamber of such appointment in writing to Commerce, acting as appointing authority. The two arbitrators thus appointed shall choose the other Partypresiding arbitrator. If, and requesting that such Party appoint an arbitrator within 14 days. After 30 days after the appointment of an arbitrator by the second Partyof the two arbitrators, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge agreed upon the choice of the matter in dispute. If presiding arbitrator, then at the other Party does not appoint its own arbitrator and give notice that it has done so within request of any of the 14 days specifiedparties to the arbitration proceedings, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole presiding arbitrator shall be binding on both Parties as if he had been appointed by agreementthe International Chamber of Commerce. 10.5 Where there are only two Parties to the Dispute (d) All submissions and where the amount awards in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute relation to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration this Agreement shall be made available in English and all arbitration proceedings and all pleadings shall be in English. Original documents in English or German may be submitted as evidence in their original language; witnesses not fluent in English may give evidence in their native tongue (with appropriate translation). Original documents in a language other than English or German shall be submitted as evidence in English translation accompanied by the other arbitration upon such conditions original or a true copy thereof. (e) The parties to this Agreement hereby adopt the rules of the International Chamber of Commerce as the tribunals may determine; (c) that the evidence procedural rules governing arbitrations hereunder, insofar as such rules are not inconsistent with any provision of this Section 11.8, which has been given in one arbitration shall be received controlling. The arbitration panel may, at the request of a party, order provisional or conservatory measures and admitted in shall have the other arbitrationauthority to award specific performance, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as provided, however, that until the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership complete establishment of the tribunals is not identicalarbitration panel, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, ordinary courts shall remain competent for provisional or conservatory measures. Any award shall be final and conclusive; judgment may be entered on the award not subject to appeal and the parties hereby waive all challenge to any award of an arbitral panel under this Section 11.8. (f) Any award shall be enforceable made in any court of competent jurisdictionthe currency in which the obligation would have been paid, if the obligation with respect to which the award is made was an obligation to pay money or in Euros in all other cases. (g) To the extent legally required, the parties undertake to set up an arbitration agreement substantially as set forth in this Section 11.8 in a separate agreement.

Governing Law and Arbitration. 10.1 The interpretation, construction, 1.1 This Assignment and enforcement of this Agreement, and all rights and obligations the relationship between the Parties under this Agreement, parties shall be governed by the laws of Englandby, providedand interpreted in accordance with, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedEnglish law. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(sa) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute All disputes arising out of or in connection with this Agreement which cannot be resolved amicably and all shall be referred to finally settled in London, England under the rules of conciliation and arbitration in London (unless varied with the unanimous consent of the Parties involvedInternational Chamber of Commerce (ICC) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of English language by three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two arbitrators appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commencedsaid rules. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed All reasonable attorney’s fees and costs incurred by the Parties prevailing party in one any arbitration pursuant to this Agreement, and the cost of such arbitration, shall be made available paid by the other party to the arbitration within five (5) days after receipt of written demand therefor from the prevailing party following the rendition of the written decision of the arbitration tribunal, or as otherwise ordered by the arbitration tribunal. On the application of such prevailing party before or after the initial decision of the arbitration tribunal, and proof of its attorneys’ fees and costs, the arbitration tribunal shall order the other party to the arbitration to make the payments provided for in the other arbitration upon such conditions as the tribunals may determine;preceding sentence. (c) that the evidence which has been given in one Any decision rendered by any arbitration shall be received and admitted in the other arbitration, subject tribunal pursuant to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, this clause shall be final and conclusive; binding on the parties thereto, and judgment thereon may be entered on the award and the award shall be enforceable in by any court of competent jurisdiction. The parties specifically agree that any arbitration tribunal shall be empowered to award and order equitable or injunctive relief with respect to matters brought before it. (d) Arbitration shall be the exclusive method available for resolution of claims, disputes and controversies described in this clause, and the parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding in any court or before any administrative or arbitration tribunal with respect to any such claim, controversy or dispute. The provisions of this clause shall survive the termination or expiration of this Agreement. (e) Notwithstanding the terms of this clause or any contrary provisions in the ICC rules, at any time before and after a demand for arbitration is presented, the parties shall be free to apply to any court of competent jurisdiction for interim or conservatory measures (including temporary conservatory injunctions). The parties acknowledge and agree that any such action by a party shall not be deemed to be a breach of such party’s obligation to arbitrate all disputes under this clause or infringe upon the powers of any arbitral panel.

Governing Law and Arbitration. 10.1 HFCL and UTStarcom Confidential 11.1. This Agreement shall be governed by and interpreted and construed in accordance with the laws of India. Each Party consents to the non-exclusive personal jurisdiction of the courts of India. The interpretationParties specifically exclude the application of the United Nations Convention on the International Sale of Goods. 11.2. The Parties shall seek to resolve all disputes arising out of or in connection with this Agreement, including the construction, and enforcement validity, performance or breach of this Agreement, and all rights and obligations between without resorting to litigation or arbitration. Prior to either Party utilizing the Parties under this Agreementremedies detailed in Section 11.4, it shall be governed by first notify the laws of Englandother Party that the notifying Party wishes to resolve a dispute, provided, however, controversy or claim that nothing herein shall relieve it has with the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise other Party arising out of or relate connected to this Agreement (a "Dispute"). If As soon as practical and no later than one week after the other Party receives a notice of Dispute, each Party shall appoint a dispute representative ("Dispute canRepresentative") who shall contact the other Party toward seeking a resolution to the Dispute. 11.3. All discussions, correspondence and negotiations between the Parties pursuant to their seeking a resolution in accordance with Section 11.1 shall be exempt from discovery and production, and shall not be settled through negotiations by appropriate representatives of the Parties involved, a Party may give admissible in any litigation or arbitration with respect to the other Party(s) a notice Dispute, without the written consent of both Parties. Documents identified in writing or provided with such communication, which are not prepared for purposes of the Dispute resolution in accordance with Section 11.2 shall not be so exempted and request may, if otherwise admissible, be admitted in evidence in any such arbitration or litigation. 11.4. If the negotiations taken place pursuant to Section 11.2 do not resolve the Dispute within 60 days of the other Party's receipt of the notice of Dispute, either Party may submit the Dispute to binding arbitration to be resolved between held in London, England pursuant to the senior management Rules of Conciliation and Arbitration of the relevant Parties International Chamber of Commerce (a the "Dispute NoticeICC"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act laws of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two PartiesEngland, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator modified as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollows: (a) that any directions previously given All proceedings, filings and submissions shall be revoked;made solely in English, the matter shall be heard before a single arbitrator who must be selected by the mutual consent of both Parties, failing which by the ICC within 60 days of submission of the respondent's answer to the demand for arbitration, and the arbitrator shall be an attorney experienced in international commercial transactions and trained in the common law system. (b) that the documents which have been disclosed by the Parties in one arbitration Each Party shall be made available in the other arbitration upon such conditions as the tribunals may determine;entitled to pre-hearing depositions of not more than three percipient witnesses. (c) that Each Party shall identify all witnesses, including experts, and produce copies of all documents to be used at the evidence which has been given in one arbitration hearing at least 90 days prior to the hearing. (d) All experts identified under Section 11.4 (c) shall be received and admitted in the other arbitration, subject to deposition by the opposing party at any time prior to the discovery cut-off in Section 11.4 (e). (e) All discovery must be completed at least 30 days prior to the hearing. (f) The hearing on the matter shall occur within 180 days after selection of the arbitrator. (g) The arbitrator's decision shall be in accordance with the law of England, except that punitive or exemplary damages shall not be awarded. (h) The arbitrator shall be deemed instructed by this Agreement and the Parties being given to issue a written decision within 60 days after completion of the hearing. HFCL and UTStarcom Confidential (I) The arbitrator may award costs and expenses, including reasonable opportunity legal fees, to comment upon it the prevailing Party. (J) Notwithstanding the foregoing procedures in this Section 11.4, the Parties may modify these procedures by written agreement. 11.5. Notwithstanding the provisions set forth above in this Article 11, UTStarcom may initiate litigation for the purpose of seeking an injunction or other relief, or other equitable relief in order to seek enforcement of any equitable remedy referred to in Section 5.6. 11.6. The Parties shall continue to perform the Agreement during the arbitration proceedings, and neither Party shall withhold any payment due or otherwise payable under this Agreement unless any such payment is, or forms a part of, the subject matter of the arbitration proceeding. 11.7. The Parties shall consent to such other conditions extension of time as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on necessary for the award and the award shall be enforceable in any court of competent jurisdictionarbitrators to make their award.

Governing Law and Arbitration. 10.1 18.1 The interpretationparties agree that the validity, constructionoperation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of Missouri, and enforcement the parties do expressly and irrevocably attorn to the jurisdiction of courts of Missouri with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement. 18.2 Any dispute concerning the subject matter of this Agreement, and all rights and obligations between or the Parties under this Agreementbreach, shall be governed by the laws of Englandtermination, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement validity thereof (a "“Dispute")”) will be settled exclusively in accordance with the procedures set forth herein. If The party seeking resolution of a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may will first give to the other Party(s) a notice in writing of the Dispute and request to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved between the through good faith efforts and negotiations of senior management officers or representatives of the relevant Parties parties within fifteen (a "Dispute Notice"). Within seven (715) days of the Dispute Notice being given receipt by the relevant Parties shall each refer party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a member of senior management nominated single arbitrator mutually agreeable to both parties. In the event that the parties cannot agree on a sole arbitrator, the arbitrator will be appointed by the Party who shall meet in order a judge on application by either party to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being givenAll arbitration, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall proceedings and hearings will be conducted in accordance with the LMAA (London Maritime rules of the American Arbitration Association) terms current at . All decisions and awards rendered by the time when arbitrator will be final and binding upon the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In parties for all questions submitted to such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of the costs associated with such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator submission shall be shared equally by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties parties involved in the DisputeDispute unless the arbitrator decides otherwise. The parties waive all rights of appeal therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award. 18.3 In the event of a breach of the terms of this Agreement, the referring Party breaching party shall request that pay the President non-breaching party all of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy its costs and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decisionexpenses, including reasonable attorney's fees and arbitration costs, incurred in enforcing the written findings terms of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdictionthis Agreement.

Governing Law and Arbitration. 10.1 The interpretation(a) This Agreement shall in all respects, including matters of construction, validity and enforcement performance, be governed by and be construed in accordance with the laws of the State of Ohio, excluding its choice of law principles. (b) Upon notice by either party to the other, all disputes, claims, questions or disagreements arising out of or relating to this Agreement, breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, modified as follows: (i) The place of arbitration shall be Cleveland, Ohio; (ii) Unless the parties consent in writing to a lesser number, the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, one to be appointed by Cliffs, one to be appointed by AK Steel, and all rights and obligations between the Parties third to be selected by the two arbitrators. None of the arbitrators shall be an employee, officer, director or consultant of, or of a direct competitor of, AK Steel or Cliffs; (iii) Either party may apply to the arbitrators seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, shall be governed by seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the laws rights or property of Englandthat party, provided, however, that nothing herein shall relieve pending the Parties from the applicable requirements establishment of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Partyarbitral tribunal (or pending the arbitral tribunal’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives determination of the Parties involvedmerits of the controversy); (iv) Consistent with the expedited nature of arbitration, a Party may give to each party will, upon the written request of the other Party(s) a notice party, promptly provide the other with copies of documents on which the producing party may rely or otherwise which may be relevant in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out support of or in connection with this Agreement which cannot be resolved amicably opposition to any claim or defense; any dispute regarding discovery, or the relevance or scope thereof, shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, which determination shall be final and conclusive; judgment may be entered on the award and the award all discovery shall be enforceable in any court completed within forty-five (45) days following the appointment of competent jurisdiction.the arbitrators;

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, (a) This Agreement shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved construed in accordance with sub-clause 10.3 belowEnglish Law. 10.3 (b) Any Dispute dispute, controversy or claim arising out of or in connection with this Agreement which canAgreement, including any question regarding its existence, validity or termination (a Dispute) that is not be resolved amicably settled by the Parties shall at the request of any Party be referred to and finally resolved by arbitration in London under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause (unless varied with the unanimous consent c) The number of arbitrators shall be three. Subject to Article 8 of the Parties involved) in accordance with LCIA Rules, the Arbitration Act of 1996 or any statutory modification or reenactment thereofClaimant and the Respondent shall each nominate an arbitrator. The LCIA Court shall select and appoint the third arbitrator. (d) The seat and legal place of arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedLondon, England. 10.4 In (e) The language to be used in the case of arbitral proceedings shall be English. (f) If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter which has already been referred to arbitration shall appoint its arbitrator or a dispute under one of the other Operative Documents which has already been referred to arbitration (in either case an “Existing Dispute”), or arises out of substantially the same facts as are the subject of an Existing Dispute (in either case, a “Related Dispute”), and send notice of whether such appointment in writing Existing Dispute involves only the Parties to this Agreement or parties to the other PartyOperative Documents (“Related Parties”), and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by subject to the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever prior agreement in or with any Party and shall not have acquired a detailed prior knowledge each case of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Related Dispute, the referring Party Arbitral Tribunal appointed or to be appointed in respect of such Existing Dispute shall request that also be appointed as the President Arbitral Tribunal in respect of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or lawRelated Dispute. In such case, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitrationArbitral Tribunal may, subject to the prior agreement of all Parties being given a reasonable opportunity and other parties involved in the Existing Dispute and the Related Dispute, having regard to comment the stage of the proceedings of the Existing Dispute and other relevant circumstances, consolidate the proceedings arising out of the Existing Dispute and the Related Dispute. Where one or more members of the Arbitral Tribunal appointed in relation to the Existing Dispute declines appointment in relation to the Related Dispute, replacement arbitrator(s) shall be selected and appointed by the LCIA Court. (g) The Arbitral Tribunal, once constituted, may, having regard to the stage of the proceedings and other relevant circumstances, upon it and the application of any Party join any one or more of the Related Parties to arbitration proceedings commenced under this Clause, subject to the agreement of such other conditions as Related Party or Parties. The Arbitral Tribunal may, upon the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership request of any Related Party so joined to arbitration proceedings commenced under this Clause, join any one or more of the tribunals is not identicalremaining Related Parties to such arbitration proceedings, subject to the consolidated arbitration shall, after the date agreement of consolidation, be heard and determined by the tribunal first appointedsuch Related Party or Parties. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, 16.1 This Undertaking and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claim arising out of or in connection with its or its subject matter shall be governed by, and construed in accordance with, the laws of Hong Kong. 16.2 Any dispute, controversy, claim, actions and proceedings arising out of, relating to or in connection with this Agreement which cannot be resolved amicably Undertaking or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Undertaking) (a “Dispute”) shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. and finally resolved by arbitration. 16.3 The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollows: (a) that any directions previously given the place of arbitration shall be revokedin Hong Kong at the HKIAC; (b) that the documents which have been disclosed by the Parties in one arbitration proceedings shall be made available conducted in the other arbitration upon such conditions as the tribunals may determineEnglish; (c) that the evidence which has been given UNCITRAL Arbitration Rules in one arbitration shall be received and admitted accordance with the HKIAC Procedures for the Administration of International Arbitration in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions force as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after at the date of consolidationthis Undertaking (as may be amended by this Undertaking) shall apply; (d) there shall be three (3) arbitrators for any such arbitration. The submitting Party shall nominate one (1) arbitrator, and the responding Party shall nominate one (1) arbitrator, in each case, within 30 days after the submission of the Arbitration Notice. Both arbitrators shall agree on the third arbitrator within 30 days thereafter. Should either Party fail to appoint an arbitrator within such 30 day period or should the two (2) arbitrators fail, within such 30 day period, to reach agreement on the third arbitrator, such arbitrator(s) shall be heard and determined appointed by the tribunal first appointed.HKIAC; 10.9 The arbitrators’ decision, including (e) an award by the written findings of fact and conclusions, HKIAC shall be final and conclusive; judgment may be entered on conclusive and binding upon the award Parties and the award Parties waive irrevocably any rights to any form of appeal, review or recourse; (f) the Parties shall be enforceable in any have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction, both before and after the arbitral tribunal has been appointed, at any time up until arbitral tribunal has made its final award; and (g) judgment upon the award rendered may be entered in any court having jurisdiction and the Parties submit to the non-exclusive jurisdiction of the Hong Kong courts for this purpose. 16.4 The Parties agree that the documents which start any proceedings and any other documents required to be served in relation to those proceedings may be served on the relevant Party in accordance with Clause 16. These documents may, however, be served in any other manner allowed by Applicable Laws. Xxxx Xxx (54.33%) Tang Xxx Xxx (45.67%) 1,751,125,000 20.76% Merry Century Investments Limited

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, This Agreement shall be governed interpreted and construed by the laws of Englandthe State of Minnesota, provided, however, without regard to conflict of laws provisions. The Parties agree that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute controversy or difference that may arise claim arising out of or relate relating to this Agreement (a "Dispute"). If a Dispute cannot or breach thereof, or otherwise arising out of or relating to the Executive's employment, compensation and benefits with the Company or the termination thereof, including any claim for discrimination under any local, state or federal employment discrimination law, and including the arbitrability of the dispute itself, shall be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved one arbitrator in accordance with sub-clause 10.3 below. 10.3 arbitration conducted pursuant to the Employment Arbitration Rules of the American Arbitration Association in effect at the time the arbitration demand is filed or such other rules as may be mutually agreed to by the Parties. The arbitrator shall be an Article III retired judge mutually acceptable to the Parties, or if the Parties fail to agree on an arbitrator, such Article III retired judge as is designated by the Chief Judge for the District of Minnesota upon the request of either of the Parties. The place of arbitration under this Section 15 shall be in Minneapolis, Minnesota. Any Dispute claim or controversy not submitted to arbitration in accordance with this paragraph shall be waived, and thereafter no arbitration panel or tribunal or court shall have the power to rule or make any award on any such claim or controversy. The decision of the arbitrator shall be final and binding on the Parties, and judgment may be entered upon the award rendered by the arbitrator in any court having jurisdiction thereof. Claims for workers' compensation or unemployment compensation benefits are not covered by this Section 15. Also not covered by this Section 15 are claims by the Company or the Executive for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to Sections 4 and 5 herein. Each Party shall bear his or its own expenses in connection with any arbitration proceeding hereunder. Both the Company and the Executive expressly waive any right that either has or may have to a jury trial of any dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing way related to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by Executive's employment with and/or separation from the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreementCompany. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 14.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of British Columbia. Subject to Articles 14.2 and 14.3, the courts of British Columbia shall have exclusive jurisdiction over this Agreement. 14.2 In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of British Columbia, or any successor legislation then in force. The interpretationplace of arbitration shall be Vancouver, constructionBritish Columbia. The language to be used in the arbitration proceedings shall be English. 14.3 Article 14.2 shall not prevent a party hereto from applying to a court of competent jurisdiction for interim protection such as, by way of example, an interim injunction. 14.4 Notwithstanding the rest of this Article 14, if a ruling by a court or arbitral authority on any dispute between the Licensee and enforcement a sublicensee, regarding the interpretation of the sublicensee’s sublicense agreement, could reasonably affect the interpretation of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws then on receipt of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to a dispute from the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second PartyLicensee, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever University may elect to apply to join in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreementsuch proceeding. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given If the University is permitted to join in such proceeding it shall be revoked;bound by the decision of such court or arbitral authority, in so far as the interpretation of such decision could reasonably affect the interpretation of this Agreement. (b) that If the documents which have been disclosed University elects not to join in such proceeding (for reasons other than not being permitted to join) then the University hereby agrees to be bound by the Parties decision of such court or arbitral authority, in one arbitration shall be made available in the other arbitration upon such conditions so far as the tribunals may determine;interpretation of such decision could reasonably affect the interpretation of this Agreement. (c) that If the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals University is not identicalpermitted to join in such proceeding, then the consolidated arbitration shall, after the date of consolidation, University shall not be heard and determined bound by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings decision of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any such court of competent jurisdiction.or arbitral authority. [*]

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, 17.1 This Agreement and all rights and non-contractual obligations between the Parties under this Agreementarising out of it, shall be governed by and construed in accordance with the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedEngland and Wales. 10.2 Without prejudice 17.2 The parties to a Party’s right to seek relief in the courts the Parties dispute shall use reasonable efforts endeavours to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled all disputes by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement Agreement, including any question regarding the formation, applicability, existence, scope, validity, breach, effectiveness, enforceability or termination of this Agreement, its Schedules, Exhibits and attachments, within 30 days of such dispute arising, on the expiration of which cannot be resolved amicably time, regardless of the Parties’ obligations to use reasonable endeavours, that dispute shall be referred finally resolved by arbitration with its place and seat in London, England, conducted in English, by three arbitrators, (one nominated by each Party) pursuant to arbitration in London the rules (unless varied with the unanimous consent “LCIA Rules”) of the Parties involved) in accordance with London Court of International Arbitration (the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall “LCIA Court”), which LCIA Rules are deemed to be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedincorporated by reference into this Clause 17. 10.4 In 17.3 Nothing in Clause 17.2 shall prevent any party to a dispute under this Agreement from seeking urgent interlocutory relief under the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In LCIA Rules or from any court with jurisdiction to grant such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole relief. 17.4 One arbitrator shall be binding on both Parties nominated by each party to the dispute as if he had been described above. If any party to the dispute shall have failed to nominate their own Arbitrator within 14 days of a notice by one party to the others to do, the arbitrator to be nominated by that party shall be appointed by agreementthe LCIA Court. Similarly, should the appointed arbitrators fail to appoint a Chairman within 14 days of the date on which the last arbitrator was appointed, the Chairman shall be appointed by the LCIA Court. 10.5 Where there are only two Parties to 17.5 The substantive law of this Agreement including this arbitration clause and the Dispute and where the amount in dispute does not exceed US$100,000, the procedural law of any arbitration arising out of this Agreement shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commencedEnglish law. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, 13.1 This Agreement and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, Hong Kong law. 13.2 Any dispute, controversy, claim, actions and proceedings arising out of, relating to or in connection with this Agreement which cannot be resolved amicably or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (a “Dispute”) shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. and finally resolved by arbitration. 13.3 The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingfollows: (a) that any directions previously given the place of arbitration shall be revokedin Hong Kong at the HKIAC; (b) that the documents which have been disclosed by the Parties in one arbitration proceedings shall be made available conducted in the other arbitration upon such conditions as the tribunals may determinePutonghua; (c) that the evidence which has been given UNCITRAL Arbitration Rules in one arbitration shall be received and admitted accordance with the HKIAC Procedures for the Administration of International Arbitration in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions force as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after at the date of consolidationthis Agreement (as may be amended by this Agreement) shall apply; (d) there shall be three arbitrators for any such arbitration. The submitting Party/Parties shall nominate one arbitrator, and the responding Party/Parties shall nominate one arbitrator, in each case, within 30 days after the submission of the Arbitration Notice. Both arbitrators shall agree on the third arbitrator within 30 days thereafter. Should either Party fail to appoint an arbitrator within such 30 day period or should the two arbitrators fail, within such 30 day period, to reach agreement on the third arbitrator, such arbitrator(s) shall be heard and determined appointed by the tribunal first appointedHKIAC. 10.9 The arbitrators’ decision, including (e) an award by the written findings of fact and conclusions, HKIAC shall be final and conclusive; conclusive and binding upon the Parties and the Parties waive irrevocably any rights to any form of appeal, review or recourse; (f) judgment upon the award rendered may be entered on the award and the award shall be enforceable in any court having jurisdiction and the Parties submit to the non-exclusive jurisdiction of competent jurisdictionthe Hong Kong courts for this purpose. 13.4 Process by which any proceedings are begun may be served on Brightex Enterprises and Araco by being served on Xx Xxxxxxx Xxx as its agent with the address at Unit 3205B-3206, 32/F, Office Tower, Xxxxxxxxxx Xxxxx, Xx.0 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx. 13.5 Process by which any proceedings are begun may be served on AACL by being served on Ascendent Capital Partners (Asia) Limited as its agent with the address at Suite 1609, 16/F, Xxxxxxx Xxxxx, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx. 13.6 The Parties agree that the documents which start any proceedings any other documents required to be served in relation to those proceedings may be served on the relevant Party in accordance with Clause 7. These documents may, however, be served in any other manner allowed by applicable Law. (A) By a [transfer]/[subscription for shares] dated [of even date herewith] [ ] [(the "Transferor") transferred to the Transferee/[[ ] (the "Subscriber") subscribed for] [Description of Shares] each in the capital of China Automation Group Limited (the "Company") (together the ["Transferred Shares"/"Subscribed Shares").

Governing Law and Arbitration. 10.1 The interpretation, construction, This Agreement and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which can(“Dispute”) will be governed as to all matters, including, but not be resolved amicably shall be referred limited to arbitration in London (unless varied with the unanimous consent validity, construction and performance of this Agreement, by and under the laws of the Parties involved) in accordance with the Arbitration Act State of 1996 Colorado, USA, without giving effect to conflict of laws principles thereof. Each party agrees to seek Mediation before it seeks Arbitration, or any statutory modification or reenactment thereof. The arbitration other form of legal relief it shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior provide written notice to the other Partyof the specific issues in dispute (and referencing the specific portions of the Agreement which appear in breach). Within thirty (30) days after such notice, appoint its arbitrator knowledgeable executives of the Parties shall hold at least one meeting (in person or by video teleconference or audio teleconference) for the purpose of attempting in good faith to resolve the Dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations with successors (HiredHenchman’s competitors) except as sole may be necessary to prepare for Arbitration or otherwise permitted by law or injunctive relief order. The dispute resolution procedures in this Section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, or trade secrets. Arbitration, except as provided herein, any and all Disputes arising out of or relating to this Agreement shall be submitted to JAMS (formerly known as Judicial Arbitration and Mediation Services, Inc.) located in Denver, Colorado for arbitration. Arbitration may be commenced by a party providing JAMS a written request for services setting forth the subject of the Dispute and the relief requested. The Parties will cooperate with JAMS in selecting a single arbitrator and shall advise the other Party accordinglyscheduling time, which should take place within 45 days following a request. The award of a sole arbitrator shall be binding on both Parties as if he a retired judge who has had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount experience with technology services disputes. The parties agree that they will participate in dispute does not exceed US$100,000, the arbitration in good faith and share equally in its costs. Arbitration shall be conducted take place in accordance with the LMAA Small Claims Procedure current Denver, Colorado. Either party may, at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Disputeits sole discretion, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). Also, the provisions of this Section may be enforced by any court of competent jurisdiction. If it is necessary for either party to retain the services of an attorney or attorneys to enforce the terms of this Agreement or to file an action to enforce any of the terms, conditions or rights contained herein, or to defend any action, then the prevailing party in any such action will be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such court costs and expenses as may be fixed by any arbitration panel or court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 16.1 These Terms shall be governed governed, construed and applied in all respects by the laws of Englandthe State of Kansas, providedwithout regard to any provision governing conflicts of law. 16.2 Any controversies, howeverclaims, that nothing herein shall relieve the Parties from the applicable requirements or disputes arising out of, relating to, or connected with these Terms or your use of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in Services and/or the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably Affiliated Services shall be referred to and settled by arbitration in London administered by the American Arbitration Association (unless varied with the unanimous consent of the Parties involved“AAA”) in accordance with the provisions set forth under the AAA’s Commercial Arbitration Rules and any other applicable rules and procedures (“Rules”) by a panel of three arbitrators appointed in compliance with the Rules. (The AAA Rules are available at xxxxx://xxx.xxx.xxx/Rules or by calling the AAA at 0-000-000-0000.) The Federal Arbitration Act will govern the interpretation and enforcement of 1996 or any statutory modification or reenactment thereofthis Section. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commencedThis includes all disputes over arbitrability. 10.4 In 16.3 Each party retains the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: right: (a) that any directions previously given shall be revoked; to bring an individual action in small claims court; (b) that the documents which have been disclosed by the Parties to seek injunctive or other equitable relief in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdictionjurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (b), an “IP Protection Action”). 16.4 Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide PHI with written notice of your desire to do so by email or regular mail at 0000 Xxxxxxx Xx, Shawnee, KS 66226 within thirty (30) days following the date you first agree to this Terms of Service (such notice, an “Arbitration Opt-out Notice”). If you don’t provide PHI with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have waived in full knowledge your right to litigate any Dispute except as expressly set forth in clauses (a) and (b) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide PHI with an Arbitration Opt-out Notice, will be the state and federal courts located in Kansas City, KS, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you provide to PHI an Arbitration Opt-out Notice in a timely manner, you ACKNOWLEDGE AND AGREE THAT YOU AND PHI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and PHI otherwise agree in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. 16.5 If this specific paragraph is held unenforceable, then this Section 16, excluding Section 16.3 (a), will be deemed void. Except as provided in the preceding sentence, this section will survive any termination of this agreement.

Governing Law and Arbitration. 10.1 The interpretation14.1 This Sublicense Agreement shall be deemed to have been made in the State of New York and its form, constructionexecution, validity, construction and enforcement effect shall be determined in accordance with the laws of the State of New York (without regard to New York's or any other jurisdiction's choice of law principles). 14.2 In the event of any controversy or claim arising out of or relating to any provision of this Sublicense Agreement, and all rights and obligations the parties shall try to settle their differences amicably between themselves. Any unresolved disputes arising between the Parties under parties relating to, arising out of or in any way connected with this Sublicense Agreement or any term or condition hereof, or the performance by either party of its obligations hereunder, whether before or after termination of this Sublicense Agreement, shall be governed resolved by final and binding arbitration. Whenever a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the laws other party. Except in the case of Englanda determination to be made where payments are to be made to by one party to the other, the party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice to allow the parties time to further attempt to come to an amicable resolution of the dispute. Arbitration shall be held in New York City, New York according to the commercial rules of the American Arbitration Association ("AAA"). The arbitration will be conducted by a panel of three arbitrators appointed in accordance with AAA rules; provided, however, that nothing herein each party shall relieve within thirty (30) days after the Parties from the applicable requirements institution of the U.S. Shipping Act arbitration proceedings appoint a party arbitrator, and the party-arbitrators shall select a neutral arbitrator, to be chairman of 1984the arbitration panel, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement within thirty (a "Dispute")30) days thereafter. If the party-arbitrators are unable to select a Dispute cannot neutral within such period, the neutral shall be settled through negotiations by appropriate representatives of appointed in accordance with AAA rules. All arbitrator(s) eligible to conduct the Parties involved, a Party may give arbitration must agree to the other Party(srender their opinion(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties within thirty (a "Dispute Notice"). Within seven (730) days of the Dispute Notice being given final arbitration hearing. No arbitrator (nor the relevant Parties panel of arbitrators) shall each refer have the Dispute power to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Disputeaward punitive damages under this Sublicense Agreement and such award is expressly prohibited. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days Decisions of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involvedarbitrator(s) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment binding on all of the parties. Judgment on the award so rendered may be entered on in a court having jurisdiction thereof. In any arbitration pursuant to this Sublicense Agreement, the award arbitrators shall interpret the express terms hereof and apply the award laws of the State of New York. The losing party to the arbitration as determined by the arbitrators shall be enforceable in pay the costs of arbitration. Notwithstanding the provisions of this clause, either party may seek preliminary or injunctive measures or relief in. any competent court of competent having jurisdiction.

Governing Law and Arbitration. 10.1 15.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of British Columbia. Subject to Article 15.2 and 15.3, the British Columbia Supreme Court shall have exclusive jurisdiction over this Agreement. 15.2 In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of British Columbia, or any successor legislation then in force. The interpretationplace of arbitration shall be Vancouver, constructionBritish Columbia. The language to be used in the arbitration proceedings shall be English. 15.3 Nothing in Article 15.2 shall prevent a party hereto from applying to a court of competent jurisdiction for interim protection such as, by way of example, an interim injunction. 15.4 Notwithstanding the rest of this Article 15, if a ruling by a court or arbitral authority on any dispute between the Licensee and enforcement a sublicensee, regarding the interpretation of the sublicensee’s sublicense agreement, could reasonably effect the interpretation of this Agreement, and all rights and obligations between the Parties under this Agreement, shall be governed by the laws then on receipt of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to a dispute from the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second PartyLicensee, the two appointed arbitrators shall appoint a thirdUniversity may elect to apply to join in such proceeding. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, includingIf: (a) that any directions previously given the University is permitted to join in such proceeding it shall be revokedbound by the decision of such court or arbitral authority, in so far as such decision reasonably effects the interpretation of this Agreement; (b) that if the documents which have been disclosed University elects not to join in such proceeding (for reasons other not being permitted to join) then the University hereby agrees to be bound by the Parties decision of such court or arbitral authority, in one arbitration shall be made available in so far as such decision reasonably effects the other arbitration upon such conditions as the tribunals may determine;interpretation of this Agreement. (c) that if the evidence which has been given University is not permitted to join in one arbitration such proceeding, then the University shall not be received and admitted in bound by the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to decision of such other conditions as court or arbitral authority. If the tribunals may determine. 10.8 If an order for consolidation is made hereunder Licensee and the membership University retain common counsel to represent them for the purposes of any such proceeding, then the Licensee shall bear all costs of such counsel. If the University retains independent counsel, then the Licensee will bear one-half of the tribunals is not identical, the consolidated arbitration shall, after the date cost of consolidation, be heard and determined by the tribunal first appointedsuch counsel. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretationparties agree that the validity, constructionoperation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the Republic of India, and enforcement the parties do expressly and irrevocably attorn to the jurisdiction of courts at Delhi and High Court of Delhi with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement. To the fullest extent permitted by applicable law, SUPER STOCKIST waives and agrees not to assert, as a defense or otherwise, (i) any claim that it is not subject to the jurisdiction (in personam or otherwise) of any such court, (ii) any objection that it may now or hereafter have to the laying of venue in any such court, or (iii) any claim that any action, suit or proceeding has been brought in an inconvenient forum. Any dispute concerning the subject matter of this Agreement, and all rights and obligations between or the Parties under this Agreementbreach, shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute termination or difference that may arise out of or relate to this Agreement validity thereof (a "“Dispute")”) will be settled exclusively in accordance with the procedures set forth herein. If The party seeking resolution of a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may will first give to the other Party(s) a notice in writing of the Dispute and request to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved between the through good faith efforts and negotiations of senior management officers or representatives of the relevant Parties parties within thirty (a "Dispute Notice"). Within seven (730) days of the Dispute Notice being given receipt by the relevant Parties shall each refer party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a member single arbitrator mutually agreeable to both parties. In the event that the parties cannot agree on a sole arbitrator, the arbitrator will be appointed in terms of senior management nominated the Arbitration & Conciliation act of 1996 (as amended up-to-date). The arbitration proceedings shall be governed by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration and Conciliation Act of 1996 1996(as amended up to date) or any statutory modification or reenactment thereofamendments/modifications thereof for the time being in force r/w relevant provisions of Multi State Co-operative Societies Act of 2002. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case venue of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President New Delhi India and language of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determineEnglish. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretationThis Agreement shall be interpreted and construed in accordance with the laws of the State of Texas, constructionwithout regard to conflict of law principles. In the event of a dispute, and enforcement controversy, or claim arising out of or relating to this AgreementAgreement (“Dispute”), and all rights and obligations between the Parties under shall first undertake to settle their Dispute by good faith negotiations. Any Party may commence this Agreementprocess by serving another Party with a Notice of Dispute that concisely describes the nature of the Dispute and the relief or remedy requested. The Party or Parties receiving such Notice of Dispute shall, within ten (10) days of its receipt thereof, provide the giver of the notice a concise written response setting forth the responder’s position with respect to the asserted Dispute. If for any reason whatsoever the Dispute has not been settled within thirty (30) days of service of the Notice of Dispute, then the applicable Parties agree to submit the Dispute to non-binding mediation with a neutral mediator selected by such Parties. If the applicable Parties cannot agree on a mediator or if the Dispute cannot be settled at mediation within one hundred twenty (120) days of service of the Notice of Dispute, then such Parties agree to submit the Dispute to final and binding arbitration in Houston, Texas in accordance with the then-current Rules for Non-Administered Arbitration of the CPR International Institute for Conflict Prevention and Resolution and this provision. The arbitration shall be governed by the laws of EnglandUnited States Arbitration Act, provided9 U.S.C. sections 1-16, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) exclusion of any provisions of state law inconsistent therewith or which would produce a notice in writing of different result. Judgment upon the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated award rendered by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled arbitrators may be entered by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereofcourt having jurisdiction. The arbitration shall be conducted held in Houston, Texas or such other location as may be convenient and agreed to in writing by the applicable Parties. There shall be three neutral arbitrators, the first two of which shall be acceptable to such Parties with the third arbitrator being selected by the first two. The arbitrators shall determine the Dispute of the Parties and render a final award in accordance with the LMAA (London Maritime Arbitration Association) terms current at substantive law of the time when State of Texas, excluding the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice conflicts provisions of such appointment in writing law, and subject to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment limitation of an arbitrator by the second Party, the two appointed arbitrators shall appoint a thirdliability provisions of Section 13 of this Agreement. The arbitrators shall have no financial or personal interest whatsoever set forth the reasons for the award in or with any Party and writing. The terms hereof shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of limit any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award obligation of a sole arbitrator shall be binding on both Party to defend, indemnify or hold harmless another Party against court proceedings or other claims, losses, damages, or expenses. In the event such ancillary dispute between the applicable Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in arises out of the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals it may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available resolved in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determineproceedings. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, and enforcement of this Agreement, and all rights and obligations between the Parties under this Agreement, 20.1 This Agreement shall be governed by the laws of England, provided, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amended. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(s) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute arising out of or in connection with this Agreement which cannot be resolved amicably shall be referred to arbitration in London (unless varied with the unanimous consent of the Parties involved) interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties hereby irrevocably attorn to the jurisdiction of the Province of British Columbia; 20.2 Any dispute arising between the parties shall if possible be settled by mediation. Failing resolution by mediation, the matter shall be determined by binding arbitration conducted under the Commercial Arbitration Act (British Columbia) and the place of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted Vancouver, British Columbia; 20.3 Any assignment by the Optionee of all or any portion of its benefits or burdens hereunder shall include a provision whereby the New Party agrees to abide by the terms of this agreement, including the provisions of this Article 20, and to assume all of the liabilities and obligations of the Optionee under this agreement, whether accruing before or becoming due after such assignment. The Optionee and the New Party shall execute such agreements and documents as may reasonably be requested in accordance with this regard by the LMAA (London Maritime Arbitration Association) terms current at Optionor. If only a portion of the time when the arbitration proceedings Optionee’ benefits or burdens are commenced. 10.4 In the case of a Dispute involving only two Partiesassigned, the tribunal Optionee and the New Party shall consist be jointly and severally liable; 20.4 No assignment shall serve to release or discharge the Assignor from any of three (3) arbitrators. In such instancesits liabilities or obligations hereunder, unless all of the Party referring benefits and burdens of the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing Assignor have been assigned to the other PartyNew Party and the Other Party has released the Assignor. The Other Party shall not unreasonably withhold its release and shall be deemed to have released and discharged the Assignor if it does not give, within 20 days of its receipt of the Assignor’s notice identifying the New Party and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Partya release, the two appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior written notice to the other PartyAssignor detailing the reasons for its refusal to give such a release; and 20.5 If either of the parties identifies a mutually agreeable third party that is willing to carry the Property through to commercial production, appoint its arbitrator as sole arbitrator the parties will agree to jointly and shall advise equally contribute the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties minority interest in the Property to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commencedthird party. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed by the Parties in one arbitration shall be made available in the other arbitration upon such conditions as the tribunals may determine; (c) that the evidence which has been given in one arbitration shall be received and admitted in the other arbitration, subject to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, shall be final and conclusive; judgment may be entered on the award and the award shall be enforceable in any court of competent jurisdiction.

Governing Law and Arbitration. 10.1 The interpretation, construction, 29.1 This Agreement and enforcement of this Agreement, and all rights and obligations the relationship between the Parties under this Agreement, parties shall be governed by the laws of Englandby, providedand interpreted in accordance with, however, that nothing herein shall relieve the Parties from the applicable requirements of the U.S. Shipping Act of 1984, as amendedEnglish law. 10.2 Without prejudice to a Party’s right to seek relief in the courts the Parties shall use reasonable efforts to negotiate in good faith and settle amicably any dispute or difference that may arise out of or relate to this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of the Parties involved, a Party may give to the other Party(sa) a notice in writing of the Dispute and request the Dispute to be resolved between the senior management of the relevant Parties (a "Dispute Notice"). Within seven (7) days of the Dispute Notice being given the relevant Parties shall each refer the Dispute to a member of senior management nominated by the Party who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the Parties within fourteen (14) days of the Dispute Notice being given, regardless of whether a meeting has taken place it shall be resolved in accordance with sub-clause 10.3 below. 10.3 Any Dispute All disputes arising out of or in connection with this Agreement which cannot be resolved amicably and all shall be referred to finally settled in London, England under the rules of conciliation and arbitration in London (unless varied with the unanimous consent of the Parties involvedInternational Chamber of Commerce (ICC) in accordance with the Arbitration Act of 1996 or any statutory modification or reenactment thereof. The arbitration shall be conducted in accordance with the LMAA (London Maritime Arbitration Association) terms current at the time when the arbitration proceedings are commenced. 10.4 In the case of a Dispute involving only two Parties, the tribunal shall consist of English language by three (3) arbitrators. In such instances, the Party referring the matter to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party, and requesting that such Party appoint an arbitrator within 14 days. After appointment of an arbitrator by the second Party, the two arbitrators appointed arbitrators shall appoint a third. The arbitrators shall have no financial or personal interest whatsoever in or with any Party and shall not have acquired a detailed prior knowledge of the matter in dispute. If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. 10.5 Where there are only two Parties to the Dispute and where the amount in dispute does not exceed US$100,000, the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commencedsaid rules. 10.6 If a Party wishes to refer a Dispute to arbitration where there are three or more Parties involved in the Dispute, the referring Party shall request that the President of the LMAA for the time being appoint the three arbitrator tribunal. 10.7 Without prejudice to the tribunals' power under the LMAA Terms to order concurrent hearings, where two or more arbitrations appear to raise common issues of fact or law, the tribunals may direct that the arbitrations shall be consolidated. Where such an order is made, the tribunals may give such directions as the interests of fairness, economy and expedition require, including: (a) that any directions previously given shall be revoked; (b) that the documents which have been disclosed All reasonable attorney’s fees and costs incurred by the Parties prevailing party in one any arbitration pursuant to this Agreement, and the cost of such arbitration, shall be made available paid by the other party to the arbitration within five (5) days after receipt of written demand therefor from the prevailing party following the rendition of the written decision of the arbitration tribunal, or as otherwise ordered by the arbitration tribunal. On the application of such prevailing party before or after the initial decision of the arbitration tribunal, and proof of its attorneys’ fees and costs, the arbitration tribunal shall order the other party to the arbitration to make the payments provided for in the other arbitration upon such conditions as the tribunals may determine;preceding sentence. (c) that the evidence which has been given in one Any decision rendered by any arbitration shall be received and admitted in the other arbitration, subject tribunal pursuant to Parties being given a reasonable opportunity to comment upon it and subject to such other conditions as the tribunals may determine. 10.8 If an order for consolidation is made hereunder and the membership of the tribunals is not identical, the consolidated arbitration shall, after the date of consolidation, be heard and determined by the tribunal first appointed. 10.9 The arbitrators’ decision, including the written findings of fact and conclusions, this clause shall be final and conclusive; binding on the parties thereto, and judgment thereon may be entered on the award and the award shall be enforceable in by any court of competent jurisdiction. The parties specifically agree that any arbitration tribunal shall be empowered to award and order equitable or injunctive relief with respect to matters brought before it. (d) Arbitration shall be the exclusive method available for resolution of claims, disputes and controversies described in this clause, and the parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding in any court or before any administrative or arbitration tribunal with respect to any such claim, controversy or dispute. The provisions of this clause shall survive the termination or expiration of this Agreement. (e) Notwithstanding the terms of this clause or any contrary provisions in the ICC rules, at any time before and after a demand for arbitration is presented, the parties shall be free to apply to any court of competent jurisdiction for interim or conservatory measures (including temporary conservatory injunctions). The parties acknowledge and agree that any such action by a party shall not be deemed to be a breach of such party’s obligation to arbitrate all disputes under this clause or infringe upon the powers of any arbitral panel. As witness this Agreement has been signed by or on behalf of the parties the day and year first before written.